HomeMy WebLinkAbout2022-289-E-Planning-Wolverine pump and utility-Historic Rogers Rd area LMI sewer connection initiative sewer lateral connection services agreement for 1802 Purefoy driveOctober 2020 1.2 1
TITLE 1802 Purefoy Drive
FY 22-23
NORTH CAROLINA
SEWER LATERAL CONNECTION SERVICES AGREEMENT
ORANGE COUNTY
This Sewer Lateral Connection Services Agreement (hereinafter “Agreement”), made and
entered into this 22nd day of July, 2022, (“Effective Date”) by and between Orange County, North
Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and
Wolverine Pump & Utility, LLC, (hereinafter, the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as follows:
1. Services
a. Scope of Work.
i) This Agreement is for professional services to be rendered by Provider to County
with respect to the installation of private sewer service lateral connections.
ii) By executing this Agreement, the Provider represents and agrees that Provider 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.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services required
in Section 3 to satisfactorily complete the Project within the time limitations set forth
herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
quality, accuracy and timely completion and/or submission of all work related to
the Basic Services.
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ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, and assigns in the performance of the Agreement. Provider shall
correct any and all errors, omissions, discrepancies, ambiguities, mistakes, or
conflicts at no additional cost to the County.
iii) The Provider 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.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider 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 Provider.
v) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider 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.
3. Basic Services
a. Basic Services.
i) The Provider shall perform as Basic Services the work and services described herein
and as specified in the County’s Request for Proposals (the “RFP”) “RFP Number
367-OC5335 for “Professional Services for the Installation of Private Sewer Service
Lateral Connections in the Historic Rogers Road Area, 1802 Purefoy Drive (PIN
9870-64-3245)” issued July 7, 2022, and the Provider’s response to the RFP (the
“Provider’s Response”), which are fully incorporated and integrated herein by
reference. In the event a term or condition in any document or attachment conflicts
with a term or condition of this Agreement the term or condition in this Agreement
shall control. Should such conflict arise the priority of documents shall be as follows:
This Agreement, the County’s RFP together with attachments, Provider’s Response
together with attachments.
ii) The County shall have no additional or further obligation for the cost of maintenance
or repair of the private sewer laterals installed with the assistance of this funding, it
being agreed by the Parties that the private sewer laterals and all associated work
pursuant to this Agreement shall upon completion belong to and be the responsibility
of the Property Owner. This limitation of further obligation applies equally to the
Town of Carrboro and the Town of Chapel Hill.
4. Duration of Services
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a. Term. The term of this Agreement shall be from July 22, 2022 to August 31, 2022.
b. Scheduling of Services
i) The Provider shall schedule and perform its activities in a timely manner. Such
schedule shall be established prior to commencement of activities and with the
agreement of County and Property Owner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform its services in accordance
with the approved project schedule at no additional cost to the County.
iii) The Commencement Date for the Provider's Basic Services shall be July 22, 2022.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement.
The maximum amount payable for Basic Services is NINE THOUSAND ONE
HUNDRED EIGHTY FIVE Dollars ($9,185.00). In the event the amount stated on an
invoice is disputed by the County, the County may withhold payment of all or a portion
of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic
Services shall become due and payable in direct proportion to satisfactory services
performed and work accomplished. Payments will be made subsequent the Provider
submitting to the County a copy of the associated Certificates of Compliance, Final Sewer
Permit, or Final Plumbing Permit as issued by the appropriate agency for properties with
approved Bids.
b. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Christopher J. Sandt, P.E.) 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/or 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.
7. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any
additional insurance as may be required by County’s Risk Manager as described in the
Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage
Requirements (each document is incorporated herein by reference and available at
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http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If
County’s Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of N/A (if no additional insurance required mark N/A as
being not applicable). Provider shall not commence work until such insurance is in effect
and certification thereof has been received by the County's Risk Manager.
8. Indemnity
a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without
limitation, to defend, indemnify and hold harmless the County, the Town of Carrboro and
the Town of Chapel Hill (“Towns”) 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 Provider except to the extent same are caused by the
negligence or willful misconduct of the County. Neither the County nor the Towns shall
have any financial responsibility or liability beyond providing the financial assistance and
arranging for payment to the Provider (other than any permitting or inspections
responsibilities they may have in their governmental capacities). It is the intent of this
provision to require the Provider to indemnify the County and Towns to the fullest extent
permitted under North Carolina law.
9. Third Party Rights
Nothing in this Agreement is intended to create, grant, or convey rights in or to any third party.
Nothing herein is enforceable by any third party and the rights of the parties hereto to terminate
or amend this Agreement are not subject to the consent of any third party.
10. Amendments to the Agreement
a. Changes in Basic Services. 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 Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
11. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days prior written notice to
the Provider.
b. Other Termination. The Provider 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 Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause.
c. Compensation After Termination.
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i) In the event of termination, the Provider 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 Provider.
ii) Should this Agreement be terminated, the Provider 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.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider 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.
e. Suspension. County may suspend the Basic Services and this Agreement at any time for
County’s convenience and without penalty to County upon three (3) days’ notice to
Provider. Upon any suspension by County, Provider shall discontinue the Basic Services
and shall not resume the Basic Services until notified to proceed by County.
12. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns, and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
b. Governing Law. 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.
c. Compliance with Laws. Provider 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 and does not limit the definition of breach to
discrimination. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider certifies
that Provider has not been identified, and has not utilized the services of any agent or
subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-
86.58. By executing this Agreement Provider certifies that Provider has not been
identified, and has not utilized the services of any agent or subcontractor identified, on the
list created by the State Treasurer pursuant to G.S. 147-86.81.
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d. Dispute Resolution. 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. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be
initiated by either Party, however, the Parties may agree to nonbinding mediation of any
dispute prior to the bringing of a suit or action.
e. Entire Agreement. This Agreement, together with the RFP and its attachments and the
Provider’s Response and its attachments, represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations, representations
or agreements, either written or oral. This Agreement may be amended only by written
instrument signed by both parties. Modifications may be evidenced by facsimile
signatures.
f. Severability. 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.
g. Ownership of Work Product. Should Provider’s performance of this Agreement generate
documents, items, or things that are specific to this Project such documents, items or things
shall become the property of the County and may be used on any other project without
additional compensation to the Provider. The use of the documents, items or things 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.
h. Non-Appropriation. Provider 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 Provider 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 Provider of
such limitation or change in County’s legal authority.
i. Signatures. 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.
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j. Notices. 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 Provider’s Name & Address
Attention: Christopher J. Sandt, P.E. Timothy Jacobs
P.O. Box 8181 117 W. Union Street
Hillsborough, NC 27278 Hillsborough, NC 27278
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.
ORANGE COUNTY: PROVIDER:
By: _________________________________
County Manager
By: __________________________________
Timothy Jacobs, Owner
(Wolverine Pump & Utility, LLC)
Printed name and title
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ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: Wolverine Pump & Utility, LLC Party/Vendor Contact Person: Timothy Jacobs Contact
Phone: 919-257-3430 Party/Vendor Address: 117 W. Union Street City Hillsborough State: NC Zip: 27278
Department: Planning Amount: $9,185.00 Purpose: Historic Rogers Road Area - LMI Sewer Connection Initiative -
Sewer Lateral Connection Services Agreement for 1802 Purefoy Drive Budget Code(s): #61370035-880020-10054
Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one)
New Renewal Amendment Effective Date July 22, 2022 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:
Department Director’s Signature ________________________________________ Date: ________
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:
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
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:_________
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7/18/2022
7/18/2022
7/18/2022
7/20/2022
Attachment 1
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URS Corporation - North Carolina1600 Perimeter Park Dr., Suite 400Morrisville, North Carolina 27560Telephone (919) 461-1100, FAX (919) 461-1415www.aecom.comNCBELS LIC. NO. C-2243PUREFOY DRIVE (SR-1896)
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WITHIN TOWN OF CHAPEL HILL
RECORD DRAWING 6/24/2019EXHIBIT A - GRAVITY SEWER RECORD DRAWING
(1802 PUREFOY DRIVE)
1802 PUREFOY DR
EXISTING CLEAN-OUT
(CONNECTION POINT)
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