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HomeMy WebLinkAboutOTHER-2022-038-Contract with W.B. Brawley company OTOCItiolbg ) n IJQIP� Attachment 1 [Departmental Use Only] TITLE WCOB UPFIT FY 2021 /22 NORTH CAROLINA CONSTRUCTION AGREEMENT OVER $2509000000 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called "Agreement") , made as of the 6th day of June , 2022 , by and between WB Brawley Company, (hereinafter called the "Contractor"), and Orange County, a political subdivision of the State of North Carolina, (hereinafter called the "County," "Orange County, " or "Owner") . WITNESSETH . That the Contractor and the Owner, for the consideration herein named , agree as follows : 1 . CONTRACT DOCUMENTS ; PRIORITY The Contract Documents consist of this Agreement, the General Conditions which are fully incorporated in this Agreement, the Request for Proposals, designer approved communications and field orders , the Proposal, Construction Documents and Drawings and Written Specifications . The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order , of priority : a . This Agreement and incorporated General Conditions attached as Exhibit 1 . b . Designer approved and stamped construction documents and drawings and written specifications . c . Designer approved communications and field orders . d . Request for Proposals and addenda thereto . I e . Proposal . r 2 . SCOPE OF WORK r The Contractor shall furnish and deliver all of the materials, and perform, and be fully responsible for all of the Work required by this Agreement within the time period stipulated m a written Notice -to-Proceed to be executed by the Contractor and Owner and in accordance with the following enumerated documents , which are made a part hereof as if fully contained herein : a . Construction Drawings prepared by HH Architecture (Sheet WEST CAMPUS OFFICE 3RD I' FLOOR UPFIT dated 12/ 17/2021 ) b . Written specifications prepared by the Designer . c . West Campus Office Building 3 `d Floor Upfit proposal dated May 12th , 2022 which fully describes the work to be performed, such work (hereinafter called the "Work") . !` Revised 06 / 21 1 d . Related documents listed under Section 1 above . I TERM AND SCHEDULING a. The Contractor agrees to commence work pursuant to the written Notice4o Proceed . b . The Contractor agrees to complete substantially all Work included by October 30th , 2022 . c . Time is of the essence with respect to all dates specified in the Contract Documents as Completion Dates . d . The Contractor shall perform the Work in the time, manner and form requited by the Contract Documents and as stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner. 4 . STANDARD OF CARE AND DUTIES OF CONTRACTOR a. The Contractor shall exercise reasonable care and diligence in performing the Work in accordance with the generally accepted standards of this type of Contractor practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services . Contractor is solely responsible for the professional quality, accuracy and timely completion and submission of all work . b . The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance or configuration . c . Contractor shall be responsible for all Contractor, Subcontractor, and Sub- subcontractor errors or omissions, in the performance of the Agreement together with the errors and omissions of any agent or employee of the Contractor or any Subcontractor or Sub - subcontractor. Contractor shall correct any and all errors, omissions, discrepancies , ambiguities , mistakes or conflicts at no additional cost to the Owner . d . Contractor is an independent contractor of Owner . Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor only and not of the Owner, 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 Contractor. e . Contractor 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 non- discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimuiation Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http : //www . orangecountyne . gov/departments/purchasing division/contracts . php ) . Any violation of the Orange County Non-Discrimination Policy 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 . Revised 06 / 21 2 f. If activities related to the performance of this Agreement require specific licenses , certifications, or related credentials Contractor represents that it and 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 . g . The Contractor shall supervise and direct the Work efficiently and with the Contractor ' s best skill and attention . Except as specifically set forth in the Contract Documents the Contractor shall be solely responsible for the means , methods , techniques, sequences and procedures of construction, and for safety precautions and programs in connection with the Work . The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents . h . The Contractor shall appoint a competent Project Manager with general authority to manage the Project for the Contractor . The Contractor shall also keep on the Project at all times during the Work of the Contractor a competent Resident Superintendent and necessary assistants who shall not be replaced without prior written approval by the Designer or by the Owner if a Designer is not retained for the Project . i . If, in the opinion of the Designer, any Subcontractor on the Project is incompetent or otherwise unsatisfactory, such Subcontractor shall be replaced by the Contractor with no increase in the Contract Price if and when directed by the Designer. J . The Contractor shall attend all progress conferences and all other meetings or conferences . The Contractor shall be represented at these progress conferences by a representative having the authority of the Project Manager and by such other representatives as the Designer may direct. k . Costs and expenses of providing samples for and assistance in any testing shall be borne by the Contractor . Any Work in which untested materials are used without written approval or written permission of the Owner or Designer shall be removed and replaced at Contractor ' s expense . 1 . The Contractor shall obtain all necessary permits including all permits required to complete the Work in compliance with local, state, and federal law. 5 . PAYMENT & TAXES a . The Owner hereby agrees to pay to the Contractor for the faithful performance of this Agreement, and the Contractor hereby agrees to perform all of the Work for a sum not4o- exceed Three Hundred Fifty Six Thousand Five Hundred Fifty Four Dollars ( $356554 . 00 ) . Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the Owner ' s Representative, generally the Designer if a Designer is retained on the Work, a Request for Payment for work done during the previous calendar month . (i) The Request for Payment shall be m form of a standardized invoice or AIA Document G702 - 703 appropriately addressed to Owner ' s Representative at Orange County Attn . Alan Dorman, PO Box 8181 , Hillsborough NC 27278 and shall show substantially the value of work done during the previous calendar month . Revised 06 / 21 3 The amount due for payment shall be ninety- five percent (95 %) of the value of work completed since the last Request for Payment and this amount shall be paid by the Owner on or before the last business day of the month . Owner shall retain five percent (5 %) (the "Retainage") . ( 1 ) Upon Owner ' s Representative ' s certification that fifty percent ( 50 %) of the Work has been satisfactorily completed Retainage shall be reduced to two and one half percent (2 '/a%) . (2) Upon Owner ' s Representative ' s certification that ninety percent (90 %) of the Work has been satisfactorily completed Retainage may be discontinued . Retainage may be discontinued, at Owner ' s Discretion, so long as work continues to be completed satisfactorily and on schedule . (3 ) The Owner may discontinue withholding retamage in accordance with the provisions ofNCGS443 -(bl )(2 ) when the project is 50 % complete . (iii) Final payment shall not be due to the Contractor until thirty (30) days after Final Completion of the Work, including punch list work, has been satisfactorily (as determined by the County) completed and an appropriate Affidavit, Indemnification, and Release as required in Section 5 . 4(e) of Exhibit l has been received and approved by Owner . b . Should Owner reasonably determine that Contractor has failed to perform the Work related to a Request for Payment, Owner, at its discretion may provide the Contractor ten ( 10) days to cure the breach . Owner may withhold the accompanying payment without penalty until such time as Contractor cures the breach . (i) Should Contractor or its representatives fail to cure the breach within ten ( 10) days , or fail to reasonably agree to such modified schedule, Owner may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Contractor . (ii) This section shall not be interpreted to limit the definition of breach to the failure to perform the Work related to a Request for Payment. C . The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein . It shall be the Contractor' s responsibility to furnish the Owner documentary evidence showing the materials used and id by the Contractor and each of its subcontractors .sales and use tax pa d . Should the , Owner receive notice that the Contractor has failed to pay a Subcontractor for the Work performed related to a Request for Payment, Owner shall have the authority to withhold payment of the disputed amount until parties resolve their dispute . Failure to pay the Contractor pursuant to this section of the Agreement shall not be deemed to be a breach of the Agreement . 6. NON—APPROPRIATION Revised 06 / 21 4 a . Contractor 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 . b . In the event that public funds are unavailable or not appropriated for the performance of Owner ' s obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability or non-appropriation of public funds . It is expressly agreed that Owner shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. c . 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 to Owner upon written notice to Contractor of such limitation or change in Owner ' s legal authority. 7 . NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following : Owner : Contractor. Orange County WB Brawley Company Attn : Steve Arndt 5121 Kingdom Way, Ste . 305 P . O . Box 8181 Raleigh, NC 27607 Hillsborough, NC 27278 919- 6364338 8 . MISCELLANEOUS a. Duties and Obligations imposed by the Contract Documents shall be in addition to any Duties and Obligations imposed by state, federal or local law, rules, regulations and ordinances . b . No act or failure to act by the Owner or Contractor shall constitute a waiver of any right or duty granted them under the Contract Documents , nor shall any act or failure to act constitute any approval except as specifically agreed in writing . i c . The Work shall be tested and inspected as required by the Contract Documents and as required by law . Unless prohibited by law the costs of all such tests and inspections related to state and federal codes such as ADA, Administrative, Electrical, Plumbing, Mechanical and Building Codes shall be borne by the Contractor . The costs for material and structural testing shall be conducted by an independent third party at the expense of the Owner . Delays related to any of the aforementioned tests and inspections shall not be grounds for delaying the completion of the work . If any such tests and inspections reveal deficiencies in the Work such that the Work does not comply with terms or requirements of the Contract Documents and the requirements of any code or law the Contractor is solely responsible for the cost of bringing such deficiencies into compliance with the terms of the Contract Documents and any code or law . d . Should the Designer, if a Designer is retained for the project involving the Work, or Owner reject any portion of the Work for failing to comply with the Contract Documents Contractor Revised 06 / 21 5 shall immediately, at Contractor ' s expense , correct the Work . Any such rejection may be made before or after substantial completion . If applicable, any additional expense borne by the Designer under this section shall be paid at Contractor ' s expense . e . The County has designated (Alan Dorman) 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 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 . f. The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner . g. In the event of a breach by Contractor Owner has sole authority to determine the reasonableness of Contractor ' s actions to remedy such breach or complete the performance of its obligations . h . Upon request of the Owner, the Contractor shall submit to County all relevant documentation, including but not limited to, job cost records , to support its claims for final compensation and if such request is made final compensation shall not be due until all relevant documentation is received, reviewed, and approved by Owner . 9 . CONSEQUENTIAL DAMAGES a . Owner and Contractor mutually waive any claim against each other for consequential damages . Consequential Damages include : ( 1) Damages incurred by Owner for loss of use, income, financing, or business . (ii) Damages incurred by Contractor for office expenses, including personnel, loss of financing, profit, income, business , damage to reputation, or any other non- direct damages . 10 . ENTIRE AGREEMENT All of the documents listed, referenced or described in this Agreement, the written Notice -to-Proceed, together with Modifications made or issued in accordance herewith are the Contract Documents , and the work, labor, materials, and completed construction required by the Contract Documents and all parts thereof is the Work . The Contract Documents constitute the entire agreement between Owner and Contractor . This Agreement may be amended only by written instrument signed by both parties . Modifications may be evidenced by facsimile signatures . If any provision of the Agreement or General Conditions shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in fiill force and effect. [SIGNATURE PAGE TO FOLLOW] Revised 06 / 21 6 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 : CONTRACTOR : By : By : Bonnie Hammersley Randall Grubb , Vice President Printed Name and Title Revised 06 / 21 Since we removed all the doors between the different departments we SST IIL started to think about how we could 1 r ' update this area to save some cost as x well as make the is accessible to all as a "wellness room" vs . a "mothers room". In modem workplaces this IT room is used for all sorts of things 136 SF such as migraines , prayer, sorrow, and mothers . By moving to this location ° ELLN we could take advantage of existing JAN. , 60 SF UP door locations and provide a much 54 , needed sink and take advantage of the Q ITplumbing wall in the women's WOMENS STORAGE SUPPORT restroom 164SF % 1465E % 109 SF IT DATA CENTER ., 624 SF since we removed all the doors HARED between the different departments we CONFERENCE ITST were looking for ways to save 30 SF 152SF " additional cost. We were thinking that JOFFICE 165 SSV F DOWN we would keep this existing door 288 SF location and keep the break room Oinside the secure area . this would also likely eliminate a new card IT STORAGE reader as there is already one there . 182 SF. IT WORKROOM HR X 223 SF SECURE ' we have made no change to this !9 door, please let us know if you would C C n ' D OFFICE FILE TOUCH LEGEND i_ ' V 1375F 535SF HARED DOWN like to make the change that was CONFERENCE IT PHONE 251 discussed at the last tin 38 SF SUPPORT 60+SF usse meeting , 154 SEE HUMAN RESOURCES PHON 0 L FINANCE HR N E DIRECTOR IT SUPPOR IT 192SF WORKROOM 154 SF MEETING 1635F ELEC" STAIRS PRINT/ SUPPORT 28SF COPY 126 SF � RESTROOhi TOUCH UTILITY RECEP LOBBY EEV DOWN OFFICE OFFICE 10i SF 491 SF 386 SF VERTICAL CIRCULATION OSHARED 145 SF 142 SF OFFICE CIRCULATION 259SF �QQQ� 3rd FLOOR PLAN 3132" = 1'-0" WEST CAMPUS OFFICE 3RD FLOOR uPFA I 12/17/21