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HomeMy WebLinkAbout2020-897-E AMS - Smith Sinnett SHSC HVAC design DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED [Departmental Use Only] TITLE SHSC HVAC DESIGN FY 2020-21 NORTH CAROLINA PROFESSIONAL SERVICES CONTRACT ORANGE COUNTY THIS PROFESSIONAL SERVICES CONTRACT (hereinafter called "Agreement"), made as of the 1st day of October, 2020, by and between Smith Sinnett Architecture, P.A., , a professional Architectural (architectural/engineering/landscape architectural-select one) firm with a partner or principal registered in North Carolina as a licensed Architect with offices in North Carolina (hereinafter called the "Designer") and Orange County, a political subdivision of the State of North Carolina, (hereinafter called the "County," "Orange County," or"Owner"). WITNESSETH: Whereas the Owner published a Request for Qualifications and the undersigned Designer submitted a responsive Statement of Qualifications evaluated and approved by Owner; and Whereas the Designer and the Owner now wish to form and memorialize their agreement for services and for the consideration herein named do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope 1.1.1 This Agreement is for professional services to be rendered by Designer to Owner with respect to a project known as Southern Human Services HVAC Replacement (herein referred to as the "Project").The Project is located in Orange County, North Carolina. It is described more particularly in Attachment A. 1.1.2 By its execution of this Agreement,the Designer represents and agrees that it is qualified and fully capable to perform and provide professional services and other services required or necessary under this Agreement in a fully competent, professional and timely manner, and that its Consultants are also fully capable and qualified to perform and provide the services that they will provide hereunder. 1.1.3 Time is of the essence of this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 4 hereof and in Attachment B to this Agreement, and such Additional Services as are designated in Article 5 of this Agreement or as may from time-to- time be agreed upon by the Owner and Designer by Amendment or Addendum to this Agreement. Compensation to the Designer for Basic Services under this Agreement shall be as set forth herein, and compensation for Additional Services shall be as set forth herein or in any Amendment or Addendum providing for them.All services performed by the Designer not identified as Additional Services in Article 5 or in a written Amendment or Agreement entered into by the Owner and the Designer and providing for additional compensation for such additional services relating to the Project shall be deemed to be Basic Services provided without additional compensation. 1 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED ARTICLE 2 DEFINITIONS 2.1 Definitions 2.1.1 Additional Services—Those services to be performed by Designer beyond the Basic Services. See Section 1.1.4 and Article 5. 2.1.2 Basic Services—Those services to be performed by Designer as outlined in Attachment B. See Article 4 and Attachment B. 2.1.3 Compensation for Basic Services—Those fees to be paid by Owner for Basic Services. See Section 7.1 and 7.2. 2.1.4 Contractor—The construction contractor(s). 2.1.5 Consultants—Subconsultants, partners and other entities working with or on behalf of the Designer. See Section 3.3.1 and Attachment E. 2.1.6 Board of County Commissioners-The Board of Commissioners of Orange County, North Carolina. 2.1.7 County Manager-The Orange County employee bearing that title. 2.1.8 Milestone Dates—Those dates where certain results are expected. See Attachment D. 2.1.9 Project-All phases of the Project as described in Section 1.1.1 and Attachments A and B including but not limited to the schematic design, design development, construction document, bidding and contract award, construction and post-construction phases. 2.1.10 Reimbursable Expenses—Those costs incurred by the Designer for the benefit of this project and which the County will pay. See Section 7.5. 2.1.11 Total Project Cost—The total amount of money which may be paid for services on this project. See Section 4.2.1. ARTICLE 3 RESPONSIBILITIES OF THE DESIGNER 3.1 Services to be Provided. 3.1.1 The Designer shall provide the Owner with all professional services required to satisfactorily complete all phases of the Project within the time limitations set forth herein and in accordance with the highest professional standards. Such services are as shown in Attachment B,the description of services. All services of the Designer shall be provided in accordance with the terms and conditions of this Agreement. 3.2. Standard of Care 3.2.1 The Designer and its Consultants shall exercise reasonable care and diligence in performing their services under this Agreement in accordance with highest professional standards of similar professional design practice throughout the United States and in accordance with federal, state and local laws and regulations applicable to the performance of these services.The Designer shall serve as a 2 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED representative of the Owner in accordance with the terms and conditions of this Agreement to guard the Owner against defects and deficiencies in the Project. 3.2.2 The Designer shall be responsible for all errors or omissions, in the drawings, specifications, and other documents prepared by the Designer or its Consultants. It shall be the responsibility of the Designer throughout the period of performance under this Agreement to use reasonable professional care and judgment to guard the Owner against defects and deficiencies in the Project. 3.2.3 The Designer shall correct at no additional cost to the Owner any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in the drawings, specifications and other documents prepared by the Designer or its Consultants. 3.2.4 The Designer shall assure that all drawings, specifications and other documents prepared by the Designer or its Consultants hereunder are in accordance with applicable laws, statutes, building codes and regulations and that all 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 design or construction activities of the Project. 3.2.5 The Designer and its Consultants shall perform all services in a reasonably timely manner in accordance with all mutually agreed schedules for the Project or required under this Agreement, and as provided in the construction agreement and any General Conditions of the Owner's construction agreements with the contractors for the Project. 3.2.6 The Designer shall reimburse the Owner, as stipulated in 3.2.6.A and 3.2.6.13 for costs, damages and expenses, including attorney's fees, incurred by the Owner when such costs, damages and expenses are the result of any error, omission or delay of the Designer or its Consultants. A.To the extent that the aggregate cost to the Owner for all errors, premium value of omissions or delays of the Designer is less than one-half of one percent (0.5%) of the Total Project Cost,the Designer shall not be liable to the Owner for such costs. B. If the aggregate cost to the Owner for such errors, premium value of omissions or delays of the Designer, amounts to more than one-half of one percent (0.5%) of the Total Project Cost,the Designer shall reimburse the Owner for all such costs in excess of said one-half of one percent (0.5%). 3.3 Designer's Consultants 3.3.1 The Designer's Consultants for the project, along with their key project personnel, are listed in Attachment E to this Agreement. No changes in the Consultants or key personnel indicated shall be permitted except with the prior written consent of the Owner. 3.3.2 All of the Designer's contracts with its Consultants shall be in writing and shall expressly provide that if this Agreement is terminated for any reason,the Owner may, at its sole option,take the assignment of the Consultants' contract with the Designer, that such assignment shall automatically take place upon notification in writing by the Owner to the Consultants and the Consultants shall continue to be bound by the contract after such assignment. A copy of each contract between the Designer and a Consultant shall be furnished to the Owner within seven (7) days of its execution. ARTICLE 4 BASIC SERVICES 4.1 Basic Services 3 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED 4.1.1 The Designer shall perform as Basic Services the work and services described herein and in Attachment B to this Agreement. 4.1.2 The Basic Services will be performed by the Designer in the phases described in Attachment B. 4.1.3 The Owner shall have the right and option to require the Designer to prepare two separate bid packages with no additional compensation due the Designer. Such bid packages must be approved by Owner prior to submission and, at the Owner's option, may include but not be limited to: A. Demolition and preliminary site work; B. General work, plumbing, mechanical, electrical,fire protection; C. Landscaping and irrigation; D. Signage; E. Furniture. F. Water and sewer infrastructure G. 4.2 Project Cost Estimates 4.2.1 At the times designated herein, the Designer shall develop an estimate of the total cost of the Project (the "Total Project Cost"), including Designer's fees, costs of the construction, costs of equipment,furnishings,furniture and signage, permit fees and appropriate contingencies, and exclusions, where applicable.These costs shall be prepared and submitted to the Owner substantially in the format shown in Attachment C to this Agreement, with supporting documents listing quantities, unit price, labor rates, man-hour estimates, overhead and profit. Total Project Cost shall be mutually agreed upon by Owner and Designer as noted in paragraph 4.2.4. The timing of this Total Project Cost agreement shall be identified as a milestone in Attachment D. If cost estimating is not part of the project scope,the Total Project Cost shall be specified here: [BLANK] 4.2.2 Project cost estimates shall be prepared by qualified staff members of the Designer or the authorized Project Consultants listed on Attachment E, or a qualified cost estimating Consultant to the Designer who are acceptable to the Owner. 4.2.3 Total Project Cost estimates shall be prepared at 2 points in the production of the Designer's work: A. At completion of 50%design; and B. At completion of 100%; and C. At completion of N/A of the construction documents; and D. N/A 4.2.4 If applicable per section 4.2.3, when the first of these estimates of Total Project Cost has been approved in writing by the Owner, it shall be used by the Owner as a basis for appropriating funds specifically for the Project. Once this Total Project Cost has been so approved by the Owner and the conditions of the project (cost environment, time schedule, etc.) are reasonably similar, the Designer 4 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED shall be obligated, without additional compensation, to adjust the design of the Project to assure that it remains within the approved Total Project Cost. 4.2.5 Should bidding or negotiation with contractors produce prices which,when added to the other elements of the approved Total Project Cost, produce a cost that is in excess of the approved Total Project Cost,the Designer shall participate with the Owner in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved Total Project Cost. All activity of the Designer with respect to these matters shall constitute Basic Services and shall be performed by the Designer without additional compensation. If negotiation and design adjustments fail to bring costs within the Total Project Cost the Owner may reject all bids and Designer will redesign or reduce portions of the project in an effort to reduce the bid prices to within the Total Project Cost and rebid the project. All such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved Total Project Cost initially or after negotiations with the contractor, the Designer is not obligated to further redesign the Project. 4.3 Project Conferences 4.3.1 For the duration of the development of the Project,the Designer and its Consultants shall meet periodically with the Owner.The Designer shall meet with Owner as necessary to properly fulfill the requirements of this Agreement. The minimum regularly scheduled meetings which the Designer shall be required to attend are listed below: 50% Design Drawing Review 100% Design Drawing Review 4.4 Construction Administration 4.4.1 As part of Basic Services,the Designer shall provide all of the mutually agreed administrative services described in the Owner's contracts with the contractors for the Project. ARTICLE 5 ADDITIONAL SERVICES 5.1 Compensation is due for Additional Services that are not otherwise included in Basic Services (Attachment B) provided by the Designer or its Consultants only when the Owner requests such Additional Services in writing and after both Owner and Designer agree to the terms of providing such Additional Services through an amendment to this Agreement. 5.1.1 Designer or its Consultants shall provide fully detailed presentation models or professional artist's renderings at the written direction and approval of the Owner, if such services are not included in Basic Services Attachment B. 5.1.2 Designer or its Consultants shall make all necessary revisions in drawings, specifications, or other documents when the drawings, specifications, or other documents are inconsistent with written approvals or instructions previously given by the Owner. 5.1.3 Designer or its Consultants shall prepare supporting data and other services in connection with a significant Owner initiated change order if Designer can demonstrate that such services cause a direct substantial increase in Designer's cost of rendering its Basic Services hereunder. 5 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED 5.1.4 Designer or its Consultants shall prepare to serve and serve as an expert witness for the Owner in connection with dispute resolution, arbitration, or legal proceedings, unless the subject matter of the proceedings includes matters arising out of or related to the Designer's or Consultant's performance or service with respect to the Project; however, preparing to serve or serving as a fact witness for the Owner in such proceedings or rendering testimony necessary to secure governmental approval of zoning or land use clearances for the Project shall not constitute an Additional Service. 5.1.5 Designer or its Consultants shall provide all such services as are made necessary by the negligence or default of a Consultant or subconsultant. Such services shall be provided at no additional cost to Owner. 5.1.6 Designer or its Consultants shall provide additional or extended services during the Construction Phase made necessary by(a) defective work of Consultant(s) or contractor(s); (b) prolongation of construction past the scheduled completion date, provided the prolongation is not due to the fault or negligence of the Designer, its employees, Consultants or agents; or(c) default under the construction contract due to delinquency or insolvency. 5.1.7 Designer or its Consultants shall Provide additional services and costs necessitated by special out-of-town travel required by the Designer and approved in advance in writing by the Owner, other than visits to the Project and other than travel reasonably required to fully accomplish the Basic Services. 5.1.8 Designer, and its Consultants if necessary, shall attend special public hearings for the Project, other than those listed herein, which are called by the Board of County Commissioners. ARTICLE 6 DURATION OF DESIGNER'S SERVICES 6.1 Scheduling of Services 6.1.1 Attachment D to this Agreement is the Key Milestone Listing which defines the sequence and timing of the design and construction activities.The Designer and its Consultants shall schedule and perform their activities so as to meet the Milestone Dates shown. No deviation by the Designer or his Consultants from the Key Milestone Listing shall be allowed without prior written approval by the Owner. 6.1.2 The Designer's schedule for the performance of its activities and the activities of its Consultants shall be in accordance with the outline in Attachment D.The Designer shall also prepare and submit to the Owner for review and approval a schedule of all known items of information, approvals or decisions to be furnished or made by the Owner, including the dates by which the Owner shall have all information necessary from the Designer with respect to that item, approval or decision and the date by which the item of information, approval or decision should be communicated to the Designer.The Owner shall always have a reasonable time within which to provide such item of information, approval or decision and shall not have any responsibility for any delay occurring by reason of the Owner's being unable,through no fault of the Owner,to supply such item of information, approval or decision. 6.1.3 Should the Owner determine that the Designer is behind schedule, it may require the Designer to expedite and accelerate its efforts, including providing additional manpower or overtime, as necessary,to perform its services in accordance with the Key Milestone Listing at no additional cost to the Owner. 6 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED 6.1.4 The commencement date for the Designer's Basic Services shall be the date of delivery to the Designer from the Owner of a fully executed original of this Agreement. 6.2 Adjustments to the Schedule 6.2.1 If the Designer's work on the Project is or will be delayed for more than sixty(60) days through no fault of the Designer, or if the Owner increases or decreases the scope or size of the Project by ten percent (10%) of currently estimated Total Project Cost,the Designer shall give prompt written notice to the Owner. Provided that such notice has been given,the Designer may request in writing an adjustment in the Key Milestone Listing dates, which shall be granted by the Owner to the extent reasonable. ARTICLE 7 DESIGNER'S COMPENSATION 7.1 Compensation for Basic Services 7.1.1 Compensation for Basic Services shall include all compensation due the Designer from the Owner for all services under this Agreement. 7.2 Breakdown of Compensation for Basic Services Not-to-exceed Compensation for Basic Services consists of the following compensation for the following separate categories of services: 7.2.1 Schematic Design Phase. $17,608.50 (Insert Lump Sum or Time and Materials as appropriate)fee of 7.2.2 Design Development Phase. N/A fee of 7.2.3 Construction Document Phase. Lump sum fee of$20,124.00. 7.2.4 Bidding and Contract Award. Lump sum fee of$2,515.50. 7.2.5 Construction Phase. Lump sum fee of$10,062. 7.2.6 Post Construction Phase. Lump sum fee of Included in Construction Phase. 7.2.7 Additional Basic Services(Select all that apply): fee of fee of fee of fee of 7.3 Payment for Basic Services Rendered, as described in Attachment B 7.3.1 Payment to the Designer for Basic Services shall become due and payable as progress deliverables and categories of services are completed. Upon completion of each category, payment will be made by the Owner within 30 calendar days of receipt of an invoice 7 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED which is in form and substance acceptable to the Owner. When applicable such invoice shall include supporting documentation, as designated by Owner,for any reimbursable expenses claimed by Designer. In the event the Owner finds any part or parts of all or any portion of an invoice presented by the Designer not to be acceptable, it shall identify to the Designer the part or parts which are not acceptable and shall pay the part or parts of the invoice which are acceptable, if any. This paragraph is not intended to indicate Owner satisfaction of any work or services. No deductions shall be made from the Designer's fees for basic services except in accordance with this Agreement or to reimburse the Owner for costs or expenses incurred or anticipated to be incurred for which the Designer is liable. 7.3.2 If the Owner increases or decreases the scope of the Project by Five percent (5%)or more of the currently estimated Total Project Cost,the compensation for Basic Services shall be equitably adjusted. 7.4 Compensation for Hourly Not-to-Exceed and Additional Services 7.4.1 With respect to Hourly Not-to-Exceed Services performed by the Designer in accordance with this Agreement, the Designer shall be compensated at the hourly rates or unit pricing shown in Attachment F to this Agreement. 7.4.2 With respect to Additional Services performed by the Designer in accordance with Article 5 or any Addendum or Amendment to this Agreement,the Designer shall be compensated at the hourly rates shown in Attachment F to this Agreement, unless the Owner and the Designer otherwise agree in writing. 7.5 Reimbursable Expenses 7.5.1 Reimbursable expenses are in addition to the fees for review and permit fees, postage, milage, reproduction and printing, and are for the following expenditures to the extent reasonable and actually incurred by the Designer, its employees, or Consultants with respect to the Project: A. , or other items mutually agreed upon between the Owner and Designer as described in Attachment B. Any unit price agreements are designated in Attachment F. 7.5.2 Designer and its Consultants may be entitled to reasonable mark-up on actual expenses which are incurred subject to written approval by Owner. 7.6 Accounting Records 7.6.1 Accounting records of the Designer's compensation for Additional Services and Reimbursable Expenses pertaining to the Project shall be maintained by the Designer and its Consultants in accordance with generally accepted accounting practices and shall be available for inspection by the Owner or the Owner's representatives at mutually convenient times for a period of five (5)years after the later of final completion of the Project or issuance of a certificate of occupancy for the Project. 7.7 Total Compensation 7.7.1 Total compensation to the Designer, including Basic Services,Additional Services and Reimbursable Expenses shall not exceed Fifty One Thousand Five Hundred Ten Dollars ($51,510.00). ARTICLE 8 RESPONSIBILITIES OF THE OWNER 8 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED 8.1 Cooperation and Coordination 8.1.1 The Owner shall meet with the Designer as necessary at mutually convenient times to provide information necessary to enable the Designer to develop a detailed written analysis and complete needs summary of the Project. 8.1.2 The Owner shall examine documents submitted by the Designer and shall make reasonable efforts to render decisions pertaining thereto no later than the dates specified in the schedule for such decisions described in Article 6.1.2. 8.1.3 Angel Barnes shall be the Owner's Construction Projects Administrator and shall act in the Owner's behalf and as its representative with respect to the Project and shall have the authority to render decisions and approve changes in the scope of the Project within guidelines established by the County Manager and the Board of County Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Owner may replace the individual serving as Construction Projects Administrator at any time. Should such replacement occur Designer will be so informed within a reasonable time. 8.2 Surveys and Testing 8.2.1 The Owner shall furnish the Designer with a certified land survey of the site, giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees, and other pertinent information reasonably requested by the Designer including that concerning available service and utility lines, both public and private, above and below grade, including inverts. 8.2.2 The Owner shall provide the services of a geotechnical engineer or other consultant, or compensate for such sub-consultant services provided by the Designer, when such services are reasonably deemed necessary by the Designer, and agreed and consented to in writing by Owner, as shown on the Designer's schedule described in Article 6.1.2,to provide reports,test borings,test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining subsoil, air and water conditions, all together with reports and appropriate professional recommendations thereof to ensure construction materials and geotechnical requirements of the construction contract are met. 8.2.3 All services, data, information, surveys and reports required of the Owner pursuant to this Article 8, shall be furnished at the Owner's expense and, absent any negligence or failure to follow professional standards on the part of Designer, the Designer shall be entitled to rely upon the accuracy and completeness of such services, data, information, surveys and reports. 8.3 Permits and Approvals 8.3.1 The Owner shall secure and pay for all necessary permits, licenses, approvals, easements, assessments, and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities.The Designer shall provide the Owner with a schedule of all required approvals and of the dates by which application for such approvals must be made in order to avoid any risk of delay to the Project, prepare necessary application forms, present documents requiring approval by the Owner and submit documents with the Owner's approval to the appropriate approval agency. ARTICLE 9 INSURANCE 9 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED 9.1 General Requirements 9.1.1 The Designer shall purchase and maintain and shall cause each of its Consultants to purchase and maintain during the period of performance of this Agreement, and for five (5)years after the later of final completion of the Project or issuance of a Certificate of Occupancy of the Project, insurance for protection from claims under workers' or workmen's compensation acts; Comprehensive General Liability Insurance (including broad form contractual liability and complete operations, explosions, collapse, and underground hazards coverage) covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Designer's or Consultants' employees or any other person and to real and personal property including loss of use resulting thereof; Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Designer or its agents, Consultants and employees. 9.1.2 The minimum insurance ratings for any company insuring the Designer shall be Best's A-. Should the ratings of any insurance carrier insuring the Designer fall below the minimum rating,the County may, at its option, require the Designer to purchase insurance from a company whose rating meets the minimum standard. 9.2 Limits of Coverage 9.2.1 Designer 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 N/A (if no additional insurance required leave blank or mark N/A as being not applicable). Designer shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 9.2.2 All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the Owner as an additional insured party for the insurance. 9.3 Proof of Coverage 9.3.1 Evidence of such insurance shall be furnished to the Owner. Upon cancellation, non-renewal or reduction,the Consultant shall procure substitute insurance so as to assure the Owner that the minimum limits of coverage are maintained continuously throughout the periods specified herein. 9.4 Indemnity 9.4.1 To the extent authorized by North Carolina law the Designer agrees, without limitation,to indemnify and hold harmless the Owner from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Designer except to the extent same are caused by the negligence or willful misconduct of the Owner. 9.5 Owner's Insurance Option 10 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED 9.5.1 At any time during the performance of this Agreement, the Owner may, at its sole option, provide for itself,for the Designer and for its Consultants any or all of the insurance coverage required under the Article. 9.5.2 If the Owner elects to provide such coverage it shall notify the Designer in writing and provide to the Designer such certificate or certificates of coverage as may be applicable. 9.5.3 If the Owner elects to provide such coverage it shall be entitled to pro rata reduction in the fees for Basic Services equal to the cost of providing such coverage to the Designer and its Consultants. ARTICLE 10 AMENDMENTS TO THE AGREEMENT 10.1 Changes in the Designer's Basic Services 10.1.1 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 Owner and the Designer.The Designer shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the Owner or a written notice from the Owner directing the Designer to proceed,whichever is earlier. 10.2 Owner Changes 10.2.1 The Owner may, without invalidating this Agreement, make written changes in the Designer's Basic Services or Additional Services of this Agreement by preparing and executing a Change Order. Within three (3) days of receipt of such a Change Order, the Designer shall notify the Owner in writing of any change contained therein that the Designer believes significantly increases or decreases the Designer's services with respect to the Project and request an adjustment in compensation with respect thereto. If the Change Order significantly increases or decreases the Designer's services,the Designer's compensation may be equitably adjusted. ARTICLE 11 TERMINATION AND SUSPENSION 11.1 Termination for Convenience of the Owner 11.1.2 This Agreement may be terminated without cause by the Owner and for its convenience upon seven (7) days written notice to the Designer. 11.2 Other Termination 11.2.1 After seven (7) days written notice to the other party of its material breach of the Agreement,this Agreement may be terminated by the noticing party, provided that the other party has not taken all reasonable actions to remedy the breach. 11.2.2 Designer acknowledges that Owner 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 Owner's obligations under this Agreement,then this Agreement shall automatically expire without penalty or further cost to Owner immediately upon written notice to Designer of the unavailability and non-appropriation of public funds. It is expressly 11 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED agreed that Owner 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 fiscal crisis. 11.2.3 In the event of a change in the Owner's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Owner's authority to continue its obligations under this Agreement,then this Agreement shall automatically terminate without penalty or further cost to Owner upon written notice to Designer of such limitation or change in Owner's legal authority. 11.2.4 Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 11.2.5 Owner shall have sole authority to determine the reasonableness of Designer's actions to remedy any breach or complete performance of its obligations. 11.3 Compensation after Termination 11.3.1 In the event of termination for the convenience of the Owner,the Designer shall be paid that portion of its fees and expenses that it has earned to the date of termination, plus five percent (5%) of its compensation for Basic Services earned to date or of its unearned compensation for Basic Services, whichever is less, less any costs or expenses incurred or anticipated to be unearned by the Owner due to errors or omissions of the Designer. 11.3.2 In the event of termination by reason of a material breach of the Agreement by the Owner, the Designer shall be entitled to the same compensation as it would have received had the Owner terminated the Agreement for convenience, and the Designer expressly agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. 11.3.3 In the event of termination by reason of a material breach of the Agreement by the Designer, the Designer shall be paid that portion of its 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 Owner due to errors or omissions of the Designer or by reason of the Designer's breach of this Agreement. 11.3.4 Should this Agreement be terminated as provided under this Article 11 the Owner shall be granted, at no additional cost, ownership of all documents, drawings, and electronic databases relating to the Project, including the ownership and use of all drawings, specifications, documents and materials relating to the Project prepared by or in the possession of the Designer.The Designer shall turn over to the Owner within seven (7) days and in good unaltered condition reproducibles of all original drawings, specifications, documents, electronic data bases and materials. In the event of such termination, and should the Owner use such drawings for completion of the Project,the Owner shall indemnify and hold the Designer harmless,to the extent authorized by North Carolina Law, from and against any cost, expense, damage or claim arising out of the loss of life, personal injury or damage to tangible property occasioned wholly or in part by any act or omission by the Owner, its contractor(s), agents or employees in connection with Owner's use of such drawings, plans, specifications, renderings, models and other work provided as part of Basic Services and Additional Services, as may have been amended.The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the services of Designer's Consultants.The Owner agrees that the Designer may retain one set of drawings for its records. 12 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED 11.3.5 Should this Agreement be terminated, the Owner shall, nevertheless, have the right to require the Designer and its Consultants to perform such additional effort as may be necessary to provide professionally certified and sealed drawings and to deliver to the Owner such certified and sealed drawings with respect to any phase or item of the project,for which effort the Designer shall be compensated in accordance with this Agreement. Upon request of the Owner,the Designer shall submit to Owner all relevant documentation, including but not limited to,job cost records,to support its claims for final compensation. 11.4 Suspension 11.4.1 The Owner may, in writing, order the Designer to suspend, delay or interrupt all or any part of its Services on the Project for the convenience of Owner. 11.4.2 In the event the Designer believes that any suspension, delay or interruption of any or all of the Work on the Project, may require an extension of the duration of Basic Services or an increase in the level of staffing by Designer, it shall so notify the Owner and propose an amendment of the Key Milestone Listing for consideration of the Owner. Such amendment or extension shall be effective only upon the written approval of the Owner,which will not be withheld unreasonably. 11.4.3 A suspension, delay or interruption of the Project shall not terminate this Agreement; provided, however,that if such suspension, delay or interruption causes a suspension of the Designer's services for a period exceeding ninety(90) days,the Designer's compensation for Basic Services may be equitably adjusted upon mutual agreement of the parties. 11.5 Waiver 11.5.1 The payment of any sums by the Owner under this Agreement or the failure of the Owner to require compliance by the Designer with any provisions of this Agreement or the waiver by the Owner of any breach of this Agreement shall not constitute a waiver of any claim for damages by the Owner for any breach of this Agreement or a waiver of any other required compliance with this Agreement by the Designer. 11.5.2 Owner and Designer mutually waive any claim against each other for consequential damages. Consequential Damages include: A. Damages incurred by Owner for loss of use, income, financing, or business. B. Damages incurred by Designer for office expenses, including personnel, loss of financing, profit, income, business, damage to reputation, or any other non-direct damages. ARTICLE 12 ADDITIONAL PROVISIONS 12.1 Confidentiality 12.1.1 The Designer and its Consultants shall use their best efforts not to disclose or permit the disclosure of any confidential information relating to the Project, except to its agents, employees and other Consultants who need such confidential information in order to properly perform their duties relative to this Agreement. 12.2 Limitation and Assignment 13 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED 12.2.1 The Owner and the Designer each bind themselves,their successors, assigns and legal representatives to the terms of this Agreement. Neither the Owner nor the Designer shall assign or transfer its interest in this Agreement without the written consent of the other. 12.3 Governing Law 12.3.1 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. 12.4 Dispute Resolution 12.4.1 Any dispute arising under pursuant to the Project shall be addressed under the terms of the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. These rules and regulations are available upon request. 12.4.2 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. 12.5 Extent of Agreement 12.5.1 This Agreement represents the entire and integrated agreement between the Owner and the Designer and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and the Designer. 12.6 Severability 12.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable,the remainder of this Agreement shall be enforceable without such provision. 12.7 Ownership of Documents 12.7.1 All designs, drawings, specifications, design calculations, notes and other works developed in the performance of this contract shall become the property of the Owner and may be used on any other project without additional compensation to the Designer. Designer does not warrant the use of the documents by the Owner or by any person or entity for any purpose other than the Project as set forth in this agreement. 12.8 E-Verify 12.8.1 Pursuant to the terms of North Carolina General Statutes no county may enter into a contract unless the Designer and its subconsultants comply with the requirements of 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 Designer's breach of this Agreement. By executing this Agreement Designer affirms Designer is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 12.9 Electronic Signatures 14 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED 12.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 12.10 Iran Divestment and Israel Boycott 12.10.1 Designer certifies that, as of the date listed below, it is not on the Final Divestment List as created by the State Treasurer pursuant to N.C.G.S. § 147-86.58 or the final boycott list created by the State Treasurer pursuant to N.C.G.S. §147-86.81 nor shall Designer utilize in the performance of this Agreement any subcontultant or consultant identified on such lists. 12.11 List of Attachment and Referenced Documents and Priority 12.11.1 The design documents consist of this Agreement and the attached and referenced documents. The attachment and referenced documents are listed in this Section 12.11.1 and are incorporated herein and made part of this Agreement by reference. In the event of any inconsistency between or among the terms of this Agreement and any of the incorporated listed documents such inconsistency or conflict shall be interpreted in the following order of priority: This Agreement Attachment A- Description of the Project Attachment B- Description of Basic Services Attachment C- Format of Total Project Cost Estimate(s) Attachment D- Key Milestone Listing Attachment E-Consultants and Key Personnel Attachment F- Hourly Rates Schedule Request for Qualifications Statement of qualifications IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first above written in a number of counterparts, each of which shall, without proof or accounting for other counterparts, be deemed an original contract. ORANGE COUNTY: DESIGNER: D-b$ig-d by: Cl�6'WAX CIaAWM 11/11/2020 � 10/6/2020 By: �'1 By:[i�w9B20 a ,o Bonnie Hammersley, County Manager Rhonda Angerio,AIA, President Printed Name and Title Printed Name and Title Smith Sinnett Architecture, P.A. 4600 Lake Boone Trail Suite 205 Raleigh, NC 27607 15 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED 919.781.8582 16 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED ORANGE COUNTY-DEPARTMENT USE ONLY Party/Vendor Name: Smith Sinnett Architecture, P.A. Party/Vendor Contact Person: Rhonda An eg rio (ran ec rio(absmithsinnett.com) Contact Phone: 919.781.8582 Party/Vendor Address: 4600 Lake Boone Trail Suite 205 City Raleigh State:NC Zip: 27607 Department: AMS Amount: $50,310 + $1200 Reim= $51,510. Purpose: Southern Human Services -Roof Design Budget Code(s): 61370035-870000-30018 Vendor# 64733 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective Date 10/12/2020 Approved by Board Yes❑No® Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: D 5 tlb Department Director's Signature S Quad# Date: 101712020 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: D ss aby: Office of the Risk Management Office Z'" , ': a Date:10/7/2020 Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: 0 Sig—by: P[ Office of the Chief Financial Officer2 ' —&— Date: 11/10/2020 �e�ee iebeeeiaae_. Legal Services This agreement is approved as to legal form and sufficiency: D 5' tlbY: 11/11/2020 Office of the County Attorney Nwviw Date: F3CDDF0896F8.. Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: 17 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED Attachment A - Description of the Project Provide Orange County with design services for the design and management of the Southern Human Services Building HVAC System Replacement. 18 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED Attachment B - Description of Basic Services Smith Sinnett Architecture will work and coordinate all members of the design team to evaluate the owner's request and begin developing an approach to design and construction of the proposed HVAC replacements at the Southern Human Services Building. This includes the schematic/design development, construction drawings, bidding, construction administration and project close out. 19 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED Attachment C - Format of Total Project Cost Estimate ORANGE COUNTY Attachment C---Project Cost Estimate PROJECT IDENTIFICATION: PROJECT CITY or LOCATION: (Definitions/explanations are provided on pg 2 to assist in completion of this form.) CURRENT ESTIMATED CONSTRUCTION COSTS QTY UNIT COST PER UNIT TOTAL A. Site Preparation 1. Demolition $0 2. Site Work $0 B. Construction 1. Utility Services $0 2. Building Construction(new space) $0 3. Building Construction(existing) $0 4. Plumbing(new space) $0 5. HVAC(new space) $0 6. Electrical(Includes TV&Radio Studio) $0 7. Fire Supression and Alarm Systems $0 8. Telephone, Data,Video $0 9. Associated Construction Costs $0 10. Other: $0 C. Equipment 1. Fixed $0 2. Moveable $0 ESTIMATED CONSTRUCTION COSTS $0 Items below may be calculated by percentage or lump sum. If using lump sum,make entry in$field. DESIGN FEE % (%of Estimated Construction Costs) $0 PRECONSTRUCTION COSTS % (%of Estimated Construction Costs) $0 CONTINGENCIES % (%of Estimated Construction Costs) $0 ESTIMATED COSTS (%of Estimated Construction Costs+Contingencies+Design Fee) $0 Escalation=percent per month multiplied by number of months (From Est.Date to mid-point of construction)= months %per month ESCALATION COST INCREASE (Total of Estimated Costs x Escalation%) $0 ESTIMATED TOTAL PROJECT COSTS (Estimated Costs+Escalation Cost Increase if any) $0 APPROVED BY: TITLE DATE DEFINITIONS 20 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED Item on Form Definition Attach basis and justification for estimate. Include description,quantities, units, CURRENT ESTIMATED CONSTRUCTION COST special features,similar cost on recent projects,etc. A. 1. Demolition Includes but may not be limited to lead or asbestos testing and removal, building or interior space demolition in whole or part. A.2.Site Work Includes but may not be limited to grading,excavating,poor soils or rock removal, utilities relocation, roads,walks, parking,streambank repairs,stormwater management, retaining walls, rainwater harvesting systems, landscaping. Attach explanation of any special building, mechanical,or electrical service B. 1. Utility Services requirements with appropriate distance to existing buildings,water,gas,electrical or other utility service. B.9. Associated Construction Costs Includes but may not be limited to construction fire alarm testing,utility shut downs, utilities,signage, security,displaced parking,staging, lock cores,keys, permits. B. 10. Other List other signficant sources of cost not included elsewhere. Additional lines may be added if needed. PRECONSTRUCTION Includes but may not be limited to land surveys, lead/asbestos surveys, COSTS environmental assessments,copying, postage,costs of print advertising,and destructive testing. For CM at Risk,preconstruction costs are consistent with the requirements of the preconstruction services agreement. CONTINGENCIES Unanticipated or unforseen conditions including but not limited to design error and omissions,concealed site conditions,utility conflicts,and extended overhead resulting from weather or other delay. 21 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED Attachment D -Key Milestone Listing Schematic Design/Design Development 4 Weeks Construction Documents 6 Weeks Bid Administration 5 Weeks Construction Administration TBD Base on Construction Award 22 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED Attachment E - Consultants and Key Personnel Principal Project Manager Project Architect Project Designer Administrative 23 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED Attachment F - Hourly Rates Schedule Principal $175/Hour Project Manager $150/Hour Project Architect $130/Hour Project Designer $110/Hour Administrative $ 75/Hour 24 Revised 07/20 DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED smithsinnett ARCHITECTURE July 9, 2020 Orange County 300 West Tryon Street Building B, Yd Floor Office 10 Hillsborough, North Carolina 27278 Attn.: Ms. Angel Barnes Capital Projects Manager, Asset Management Services Dear Ms. Barnes: FEE PROPOSAL: Southern Human Services Complex Roof and HVAC Replacement Smith Sinnett Architecture greatly appreciates the opportunity to provide Orange County with a proposal for Architectural Design & Engineering Services for the Southern Human Services Roof and HVAC replacement project, located at 2501 Homestead Road, Chapel Hill, North Carolina. SCOPE OF WORK: The Southern Human Services Complex is an approximately 27,080 square foot building. The existing roof, insulation, curbs, HVAC units and miscellaneous items are to be replaced.The new roof is to be PVC and has an initial probable cost estimate provided by CFE of $ 318,190 (not including contingency). The HVAC replacement probable cost estimate is $700,000. The HVAC replacement includes the replacement of two RTUs, boilers, vav's and DDC controls with a Seimens system. SCHEMATIC DESIGN/DESIGN DEVELOPMENT: Smith Sinnett Architecture will work with and coordinate all members of the design team to evaluate the owner's requests and begin developing an approach to design and construction of the proposed improvements. Initially,we expect to meet with Orange County's Planning Department to assess and meet all requirements for approvals, if necessary. During the schematic design/design development phase we would anticipate attending meetings with the owner to present design progress and collect owner feedback. We assume the County will supply conformed A/E construction documentation and that these drawings are accurate. CONSTRUCTION DOCUMENTS: The construction documents shall be based on approved schematic design/design development documentation and shall set forth in detail the requirements for construction of the project. These documents may include, but not be limited to, roof plans, reflected ceiling plans, framing plans, PME 4600 Lake Boone Trail, Suite 205 I Raleigh, NC 27607 1 919.781.8S82 I HUB Certified I www.smithsinnett.com DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED smithsinnett ARCHITECTURE plans, miscellaneous details and specifications sufficient for permitting, cost negotiation and construction. PME Engineering fees are included. BID ADMINISTRATION: The Architect will assist the Owner in the bidding and/or the negotiation process, if required. The Architect will evaluate the bid(s)and review and approve Owner/Contractor contract documents.The Architect will coordinate and distribute all necessary addenda. CONSTRUCTION ADMINISTRATION: The Architect shall provide administration of the contract between the Owner and the Contractor. As a representative of the Owner, the Architect shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner and Architect. Typically, we visit the site once a week and whenever the need arises. The Architect shall not be responsible for the construction means, methods, techniques, procedures, as these are solely the responsibility of the Contractor.The Architect shall review contractor pay requests and advise the Owner as to their relative completeness. The Architect shall review any contractor submittals, RFls, ASI's, produce meeting minutes,conduct monthly and preconstruction meetings and report all info to the owner and the contractor to ensure that they are in keeping with the construction documentation. The architect anticipates a not to exceed four-week construction period. if the construction period should exceed this time frame, the Architect shall provide additional construction administration services as an additional service, upon written approval by the Owner. DESIGN FEES: For full Architectural Design Services, compensation shall be based on a fixed fee of one hundred eleven thousand eight hundred dollars($111,800), based on a construction budget of one million one hundred and eighteen thousand dollars ($1,118,000). The portion of the fee allotted to the HVAC upgrade is 45%and the roofing portion is 55%. The following includes the tentative schedule and the breakdown of design percentages: Schematic Design/ Design Development 35% 3 weeks Construction Documents 40% 5 weeks Bid Administration 5% 4 weeks Construction Administration 20% TBD 100% When a definitive start date is established,we can provide a more detailed schedule. We will make every attempt possible to speed this process up. We hope the owner and their representatives and approval agencies will also be able to help expedite this project just as quickly. 4600 Lake Boone Trail, Suite 205 1 Raleigh, NC 27607 1 919.781.8582 I HUB Certified I www.smithsinnett.com DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED smithsinnett ARCHITECTURE HOURLY RATES: All Additional Services are to be mutually determined and agreed to in writing prior to the commencement of the work. Hourly rates for the Architect and Engineers shall be provided as follows: Architectural: Principal $ 175/hour Project Manager $ 150/hour Project Architect $ 130/hour Project Designer $ 110/hour Administrative $ 75/hour NOT INCLUDED WITHIN PROPOSED FEE: • Subsurface Survey,Topographic Survey, Hazardous Materials Survey and Testing • Structural Review and Design • Construction Testing Services • Special Inspection services as described in Chapter 17 of the NC Building Code. • Commissioning (which will be required) • LEED Certification • Measured Drawings • Conformed Drawings • Record Drawings • All permit application fees • Environmental Impact Statement, Flood studies, and/or Traffic Studies • Asbestos Abatement • Fire alarm and lighting upgrades • Architectural changes for ADA Reimbursable Expenses Reimbursable expenses include, but may not be limited to, all review and permit fees, overnight postage, mileage, and reproduction and printing costs with an administrative fee of twenty percent (20%).The Architect will provide prints to the Owner if requested, otherwise the Owner may elect to print documentation directly in house. Instruments of Service Plans and specifications are instruments of service and remain the property of Smith Sinnett Architecture, P.A. Indemnification Architect and Client agree to mutually indemnify, defend and hold each other harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses, including, but not limited to, reasonable attorneys' fees and all legal expenses and fees incurred on appeal, and all interest thereon, accruing or resulting to any and all persons, firms or any other legal entities on 4600 Lake Boone,rail, Suite 205 1 Raleigh, NC 27607 1 919.781.8582 J HUB Certified 1 www.smithsirnett.com DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED smithsinnett ARCHITECTURE account of any damages or losses to property or persons, including injury or death, or economic losses, arising out of the Project and/or the performance or non-performance of obligations under this Agreement, except to the extent such damages or losses are found by a court or forum of competent jurisdiction to be caused by the Architect's or Client's negligent errors or omissions. Termination The Owner or the Architect upon giving ten days'written notice can terminate this Agreement at any time. Termination by the Owner shall comply with all other items herein. This Agreement, unless previously terminated by written notice, shall be terminated by the final payment for the finished work. If Agreement is terminated, Client agrees to pay the Architect for all Services rendered and Reimbursable Expenses incurred up to the date of termination. Upon not less than seven days'written notice,the Architect may suspend the performance of its services if Client fails to pay the Architect in full for services rendered or expenses incurred. Architect shall have no liability because of such suspension of service or termination due to nonpayment. Additional Services Should the Owner request any major changes in the scope of the work after the completion of previously approved phases, this work shall be performed as an additional service. Prior to commencement of additional design and documentation services, the Owner and Architect shall agree in writing to a specified additional cost to accomplish the work. Thank you for the opportunity and we look forward to working with you on this project. Sincerely, Rhonda Angerio, AIA, PRESIDENT SmithSlnnett Architecture, PA 4600 Lake Boone Trail,Suite 20S Raleigh, NC 27607 919.781.8592 HUB Certified www.smithsinnett.com DocuSign Envelope ID:C2B17AC8-D3E4-4E63-A9B3-836545FA2BED DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 08/19/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Rebekah Rosko NAME: Insurance Management Consultants,Inc. pnHiC Ext: (704)799-1600 AIX No): (704)799-2955 P.O.Box 2490 E-MAIL cert@imcipls.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Davidson NC 28036 INSURERA: RLI Insurance Company 13056 INSURED INSURER B: Travelers Casualty&Surety Company 19038 Smith Sinnett Architecture,P.A. INSURER C: 4600 Lake Boone Trail INSURER D: Suite 205 INSURER E: Raleigh NC 27607 INSURER F: COVERAGES CERTIFICATE NUMBER: 8/17/20-3/16/21 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCEADDLSUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO_7CLAIMS-MADE �X OCCUR PREM SES Ea oNcRETE ante $ 1,000,000 MED EXP(Any one person) $ 10,000 A PSB0006123 03/16/2020 03/16/2021 PERSONAL&ADV INJURY $ 2,000,000 GEN-LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 X JECT LOC PRODUCTS-COMP/OP AGG $POLICY ❑ PRO 4,007,070 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED PSA0002171 03/16/2020 03/16/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accidHent Medical payments $ UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 A X EXCESS LAB CLAIMS-MADE PSE0002685 03/16/2020 03/16/2021 AGGREGATE $ 1,000,000 DED I I RETENTION $ $ WORKERS COMPENSATION PER X STATUTE ER AND EMPLOYERS'LIABILITY Y/N 500(700 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ A OFFICER/MEMBER EXCLUDED? ❑ NIA PSW0003488 03/16/2020 03/16/2021 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Per Claim $2,000,000 B Professional Liability 106969212 08/17/2020 08/17/2021 Aggregate $4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Waiver of subrogation applies in favor of Orange County for workers compensation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Orange County ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough NC 27278 ,� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD