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HomeMy WebLinkAbout2020-042-E Housing - Apiary Community Consulting Community engagement1 [Departmental Use Only] HOME Consolidated Plan Consulting Services FY 19-20 NORTH CAROLINA CONSULTING SERVICES AGREEMENT ORANGE COUNTY UNDER $90,000 This Agreement, made and entered into this 17th day of January, 2020, (“Effective Date”) by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Rachel Eberhard d/b/a Apiary Community Consulting, (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement (“Agreement”) is for professional consulting services to be rendered by Consultant to County with respect to community engagement and planning for the preparation of the Orange County HOME Consortium’s Five Year Consolidated Plan, Annual Action Plan and Analysis of Impediments to Fair Housing Choice. 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is solely responsible for the DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6 2 professional quality, accuracy and timely completion and submission of all reports, drawings, specifications, plans, documents and services (hereinafter “Deliverables”) related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Consultant. 2.2.7 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as described in Exhibit A. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform its activities in a timely manner. 4.1.2 Should the County determine that the Consultant is behind the agreed upon schedule, it may require the Consultant to expedite and accelerate his efforts, including providing DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6 3 additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be January 27, 2020. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is Twenty-Six Thousand Two Hundred Dollars ($26,200). Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Emila Sutton to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE AND INDEMNITY 7.1 General Requirements 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_ division/contracts.php). If Owner’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here (if no additional insurance required mark N/A as being not applicable). Consultant shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7.2 Indemnity DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6 4 7.2.1 The Consultant agrees, without limitation, to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach of this Agreement; provided the County has not taken all reasonable actions to remedy the breach. The Consultant shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Consultant. 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within seven (7) days, at no additional cost, all Deliverables including any electronic data or files relating to the Project. 9.4 Waiver 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6 5 9.5 Suspension 9.5.1 County may suspend the work at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Consultant. Upon any suspension by County, Consultant shall discontinue the work and shall not resume the work until notified to proceed by County. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant’s breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147-86.58 and the Israel boycott list created pursuant to G.S. 147-86.81. 10.4 Dispute Resolution 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6 6 Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant’s submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County’s Request for Proposals, attachments to the County’s Request for Proposals, the Consultant’s Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non-Appropriation 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Consultant of the unavailability and non- appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County’s legal authority. 10.9 Notices and Signatures DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6 7 10.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 10.9.2 Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Consultant’s Name & Address Attention: Emila Sutton Rachel Eberhard d/b/a Apiary Community Consulting P.O. Box 8181 323 E. Chapel Hill St. #1433 Hillsborough, NC 27278 Durham, NC 27701 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. COUNTY: Orange County CONSULTANT: Apiary Community Consulting __________________________ ____________________________ County Manager Rachel Eberhard, Principal DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6 9 Exhibit A Scope of Services for HOME Consolidated Plan Consultant January 15, 2020 General Description Assist the Orange County Department of Housing and Community Development (hereinafter the “Department”) and local jurisdiction staff in completing and delivering the 2020-2025 Consolidated Plan, the 2020 Annual Action Plan (hereinafter “AAP”) and the 2020 Analysis of Impediments to Fair Housing Choice (hereinafter “AI”) to include designing and implementing public outreach and community engagement initiatives and all data collection and analysis produced by those initiatives. Specific Tasks x Plan and conduct all necessary community engagement (in various forms needed to achieve full community engagement, to include meetings, surveys and webinars) as required to fulfill the requirements of 24 CFR Part 91 for completion of the Consolidated Plan, the AAP and the AI (hereinafter, collectively, the “Deliverables”), and as necessary to garner meaningful engagement, feedback and qualitative data from Orange County residents, elected officials, local jurisdiction staff from various departments and boards (to include, but not limited to, the Orange County Housing Authority Board, the Orange County Affordable Housing Advisory Board, other affordable housing related boards and committees within Orange County, and the Orange County Affordable Housing Coalition) and local nonprofits and agencies; x Collect and analyze qualitative data generated through community engagement initiatives and help Department staff integrate these data into the Deliverables; x Review and consider in the design of community engagement initiatives and analysis of qualitative data: (1) past and present Consolidated Plans, AAPs and AIs, and (2) other local jurisdiction and County-wide plans and projects to include comprehensive plans, current community development programs, policies and incentives, neighborhood support strategies, capital improvement plans, and related materials; x Support Department staff in establishing the strategic vision of the Deliverables based on public feedback, data collection and analysis, and support: (1) development of goals to address community needs and gaps, (2) identification projects and activities to meet the needs of the community and (3) identification of priorities for the allocation of funding; x Participate in regular meetings/check-ins (at least one per week) with Department staff for the duration of the Project; x Ensure all Deliverables, processes and methods are consistent with HUD rules and regulations and are consistent with the overall vision, goals and objectives of the Department; x Assist with any modifications required by HUD if any of the final Deliverables are not approved upon initial submission; x Respond to all requests from Department staff in a timely manner Contract Duration Consultant will begin providing services to the County starting on January 27, 2020. The Specific Tasks outlined above will be completed on or before May 1, 2020. Compensation DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6 10 Consultant will bill the County at an hourly rate of $100 per hour. Total payments to the Consultant will not exceed $26,200. DocuSign Envelope ID: 5A925DBA-D251-412C-BF01-9DC0472075C6 DocuSign Envelope ID:5A925DBA-D251-412C-BF01-9DC0472075C6 Erika Brandt From: Travis Myren Sent: Wednesday,January 15, 2020 8:58 AM To: Emila Sutton Cc: Erika Brandt; Alisa Cornetto Subject: RE: Contract for Services Waiver Yes. We can waive the insurance requirement. From: Emila Sutton Sent: Tuesday, January 14, 2020 1:42 PM To: Travis Myren Cc: Erika Brandt; Alisa Cornetto Subject: Contract for Services Waiver Travis: We are putting together a contract for Rachel Eberhard to provide support with our Five Year Consolidated Planning process required by HUD HOME funding.The contract is for her to provide all of the community engagement portions of the plan to include scheduling multiple community meetings,gathering feedback, and providing analysis of qualitative data. Are we able to waive the insurance requirement for this contract? Thank you, Emila Emila Sutton Director, Dept. of Housing& Community Development Orange County Government PO Box 8181 Hillsborough, NC 27278 esutton@orangecountync.gov Office: 919.245.2490 Fax: 919.644.3056 ORA%GE COUPFrY tierKi re rnwn��tie 1