HomeMy WebLinkAbout2020-192-E Housing - UNC Chapel Hill HOME Program consultant DocuSign Envelope ID: D6D697BB-49E1-4018-A4CE-3FB48CA29408
DocuSign Envelope ID:A6710076-630D-4FB4-9015-32DC87C925F8
[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 5h day of March, 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 the University of North Carolina at Chapel Hill, (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 preparation of the Market Analysis portion of the
Orange County HOME Consortium's Five Year Consolidated Plan.
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
professional quality, accuracy and timely completion and submission of all reports, drawings,
specifications,plans, documents and services (hereinafter"Deliverables") related to the Basic Services.
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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 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.
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4.1.3 The Commencement Date for the Consultant's Basic Services shall be March 5, 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 Five Thousand Dollars
($5,000). 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 University agrees to be responsible for the negligent acts or omissions of its employees
and agents in their performance of duties hereunder, and for any actual damages directly relating to, or
directly arising therefrom, to the extent permitted under the North Carolina Tort Claims Act.
7.2 Indemnity
7.2.1 The Consultant agrees, without limitation, to indemnify and hold harmless the County
from all loss, liability, claims or expense, to the extent permitted by NC TORT Claim Act, 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
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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 thirty(30) 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 thirty(30)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. If such event occurs the
consultant(UNC) and sponsor(Orange County) will negotiate through arbitration to determine a
reasonable amount.
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.
9.5 Sus ension
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
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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. oQ v/departments/purchasing diyision/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
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
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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 Severabilitv
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
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 I IA 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 Center for Urban and Regional Studies
Attention: Emila Sutton Attention: Michael Webb
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P.O. Box 8181 Hickerson House, 108 Battle Lane
Hillsborough,NC 27278 Campus Box 3410
The University of North Carolina at Chapel Hill
Chapel Hill,NC 27599-3410
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: University of North Carolina at Chapel Hill
cuSigned Icy: ( 1 V � �
1�6'Q
Tf\ YYYY____hhh��� iii���379949755E477.. 'TALC Office of Sponsored Research
County Manager won behalf of Terry Magnuson, PH.D.
Vice Chancellor for Research
University of North Carolina at Chapel Hill
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Exhibit A
Scope of Services for HOME Consolidated Plan Consultant
March 5,2020
General Description
Assist the Orange County Department of Housing and Community Development (hereinafter the
"Department")and local jurisdiction staff in completing and delivering the Market Analysis portion
(hereinafter"MA") of the 2020-2025 Consolidated Plan to include all data collection, analysis and writing
contributions required to complete the MA.
Specific Tasks
• Collect and analyze quantitative and qualitative data from various sources and integrate analyses
into the MA tables and narrative, as required by the IDIS template;
• Review and consider in the completion of the MA: (1) past and present Consolidated Plans,Annual
Action Plans and Analyses of Impediments to Fair Housing, 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;
• Support Department staff in establishing the overall strategic vision of the Consolidated Plan 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;
• Participate in regular meetings/check-ins with Department staff for the duration of the Project;
• Ensure all deliverables, processes and methods are consistent with HUD rules and regulations
(including but not limited to 24 CFR Part 91,the IDIS template for the MA, HUD CPD Notice 12-009
and the Consolidated Plan in IDIS Desk Guide) and are consistent with the overall vision,goals and
objectives of the Department;
• Assist with any modifications required by HUD if the final MA is not approved upon initial
submission; and
• Respond to all requests from Department staff in a timely manner.
Contract Duration
Consultant will begin providing services to the County starting on March 5, 2020.The Specific Tasks
outlined above will be completed on or before May 1, 2020.
Compensation
Total payments to the Consultant will not exceed $5,000. In accordance with 24 CFR§92.207,the Orange
County HOME Consortium may expend, for payment of reasonable administrative and planning costs of the
HOME program, an amount of HOME funds that is not more than ten (10) percent of the sum of the Fiscal
Year HOME basic formula allocation. Based on this guidance,the maximum administrative cost rate for this
project is ten (10) percent.
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Erika Brandt
From: Emila Sutton
Sent: Tuesday, March 10, 2020 2:46 PM
To: Annette Moore; Erika Brandt
Cc: Alisa Cornetto
Subject: RE: [EXTERNAL MAIL!] Please DocuSign: partiallyexecuted MA Consultant.pdf
Thanks, Annette and Alisa. If it's me who needs to approve of this, I am OK to assume the risk and waiver insurance.Just
be sure to attach this email in Docusign.
Emila Sutton
Housing& Community Development Director
Orange County Government
PO Box 8181, Hillsborough, NC 27278
esutton@orangecountync.gov 1 919-245-2490
ORI0.NGE COUNTY
ticywr"c'A Kim rS 5
From:Annette Moore<amoore@orangecountync.gov>
Sent:Tuesday, March 10, 2020 1:05 PM
To: Erika Brandt<ebrandt@orangecountync.gov>
Cc: Emila Sutton<esutton@orangecountync.gov>; Alisa Cornetto<acornetto@orangecountync.gov>
Subject: RE: [EXTERNAL MAIL!] Please DocuSign: partiallyexecuted MA Consultant.pdf
Erika:
Since the Consolidated Plan is a HUD requirement for the HOME project under the Department of Housing and
Community Development not a Human Rights and Relations I think Alisa means Emila, not me. Annette
From: Erika Brandt<ebrandt@orangecountync.gov>
Sent:Tuesday, March 10, 2020 12:58 PM
To:Annette Moore<amoore@orangecountync.gov>
Cc: Emila Sutton <esutton@orangecountync.gov>
Subject: FW: [EXTERNAL MAIL!] Please DocuSign: partiallyexecuted MA Consultant.pdf
Hi Annette,
Is this okay with you?We are contracting with a researcher at UNC to help with the market analysis portion of our
Consolidated Plan.
Thanks,
Erika
From:Alisa Cornetto<acornetto@orangecountync.gov>
Sent:Tuesday, March 10, 2020 11:07 AM
To: Erika Brandt<ebrandt@orangecountync.gov>
Subject: Re: [EXTERNAL MAIL!] Please DocuSign: partiallyexecuted MA Consultant.pdf
If Annette is willing to assume risk and waive insurance requirements please attach an email to that effect to the
Docusign.
i
DocuSign Envelope ID: D6D697BB-49E1-4018-A4CE-3FB48CA29408
Thanks
Alisa
Sent from my Whone
On Mar 9, 2020, at 11:45 AM, Erika Brandt via DocuSign <dse@docusign.net> wrote:
r„
r
of'14
BrandtErika • document to review and sign.
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REVIEW DOCUMENT
Erika Brandt
ebrandtC@orangecountync.gov
Alisa Cornetto,
Please DocuSign partial lyexecuted MA Consultant.pdf
Thank You, Erika Brandt
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