HomeMy WebLinkAboutAgenda - 03-21-2023; 8-d - Professional Services Award for Whitted Buildings HVAC Replacement 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: March 21, 2023
Action Agenda
Item No. 8-d
SUBJECT: Professional Services Award for Whitted Buildings HVAC Replacement
DEPARTMENT: Asset Management Services,
Finance and Administrative
Services
ATTACHMENT(S): INFORMATION CONTACT:
1. Professional Services Contract Angel Barnes, 919.245.2628
Jovana Amaro, 919.245.2651
Steven Arndt, 919.245.2658
PURPOSE: To:
1) Approve the County entering into a professional service agreement with Progressive
Design Collaborative, LTD of Raleigh, NC for the design and construction administration
of the Richard E. Whitted Buildings A and B Heating, Ventilation, and Air Conditioning
(HVAC) Replacement; and
2) Authorize the County Manager to execute the Agreement, subject to final review by the
County Attorney, and any subsequent amendments for contingent and unforeseen
requirements up to the approved budget amount on behalf of the Board.
BACKGROUND: On October 5, 2022, Orange County received responses to its Request for
Qualifications ("RFQ") No. 367-005367, issued on August 24, 2022, for professional design
services for the Electrical and Mechanical Engineering Design Services for the Heating,
Ventilation, and Air Conditioning (HVAC) capital projects in accordance with North Carolina
Procurement Law and the Federal Mini-Brooks Act governing the selection and procurement of
professional services firms.
FINANCIAL IMPACT: The Professional Services Agreement fee to complete the design for the
HVAC replacement at the Whitted Buildings A and B is $130,000. The Board has previously
approved funding for this purpose.
SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable for
this item:
• GOAL: FOSTER A COMMUNITY CULTURE THAT REJECTS OPPRESSION AND
INEQUITY
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The fair treatment and meaningful involvement of all people regardless of race or color;
religious or philosophical beliefs; sex, gender or sexual orientation; national origin or ethnic
background; age; military service; disability; and familial, residential or economic status.
ENVIRONMENTAL IMPACT: The following Orange County Environmental Responsibility Goal
impacts are applicable to this item:
• ENERGY EFFICIENCY AND WASTE REDUCTION
Initiate policies and programs that: 1) conserve energy; 2) reduce resource consumption;
3) increase the use of recycled and renewable resources; and 4) minimize waste stream
impacts on the environment.
• RESULTANT IMPACT ON NATURAL RESOURCES AND AIR QUALITY
Assess and where possible mitigate adverse impacts created to the natural resources of
the site and adjoining area. Minimize production of greenhouse gases.
RECOMMENDATION(S): The Manager recommends that the Board:
1) Approve the County entering into a professional service agreement with Progressive
Design Collaborative, LTD of Raleigh, NC for the design and construction administration
of the Richard E. Whitted Buildings A and B HVAC Replacement; and
2) Authorize the County Manager to execute the Agreement, subject to final review by the
County Attorney, and any subsequent amendments for contingent and unforeseen
requirements up to the approved budget amount on behalf of the Board.
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[Departmental Use Only]
TITLE Whitted HVAC RFQ5367
FY 2022-2023
NORTH CAROLINA
PROFESSIONAL SERVICES CONTRACT
ORANGE COUNTY
THIS PROFESSIONAL SERVICES CONTRACT(hereinafter called "Agreement"), made as of the 3rd day of April,2023, by and between
Progressive Design Collaborative, LTD,a professional Engineering(architectural/engineering/landscape architectural-select one)firm with
a partner or principal registered in North Carolina as a licensed Engineer 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 Mechanical and Electrical Engineering Design Services for multiple facilities -Whitted Building A& B 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.
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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
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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 3.2.6.6 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
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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 one 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 Prosect 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 N/A points in the production of the Designer's work:
A. At completion of design; and
B.At completion of ; and
C. At completion of of the construction documents; and
D.
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
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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 Prosect 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:
Site Visits required to complete the design
PreBid Meeting
PreConstruction Conference
Site Visits during construction, including final inspections
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.
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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.
5.1.4 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.
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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.
6.1.4 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. Lump Sum (Insert Lump Sum or Time and Materials as appropriate)fee of 0.
7.2.2 Design Development Phase. Lump Sum fee of 0.
7.2.3 Construction Document Phase. Lump sum fee of 91,000.00.
7.2.4 Bidding and Contract Award. Lump sum fee of$6,500.00.
7.2.5 Construction Phase. Lump sum fee of$26,000.00.
7.2.6 Post Construction Phase. Lump sum fee of$6,500.00.
7.2.7 Additional Basic Services (Select all that apply):
fee of
fee of
fee of
fee of
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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
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 two percent (2%) 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 the Professional Design of the HVAC systems at the Richard E. Whitted
Complex to include both buildings A and B, 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. NONE, 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
One Hundred Thirty Thousand Dollars ($130,000.00).
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ARTICLE 8
RESPONSIBILITIES OF THE OWNER
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.
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ARTICLE 9
INSURANCE
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
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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
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.
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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 or 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 or non-appropriation of public funds.
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
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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.
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.
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12.2 Limitation and Assignment
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.
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12.9 Electronic Signatures
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:
By: By:
Bonnie Hammersley, County Manager Steve Campbell,
Printed Name and Title Printed Name and Title
Progressive Design Collaboration, Ltd.
3101 Poplarwood Court
Suite 320
Raleigh, NC 2764
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ORANGE COUNTY-DEPARTMENT USE ONLY
Party/Vendor Name: Progressive Design Collaborative, Ltd Party/Vendor Contact Person: Steve Campbell (scampbellkpdcengineers.com) Contact
Phone:919.790.9989 Party/Vendor Address:3101 Poplarwood Court,Ste 320 City Raleigh State:NC Zip:27604 Department:AMS Amount:$130,000
Purpose:Professional Design Services for the Whiffed Building A&B HVAC Replacement Budget Code(s): 61370035-870000-30018 Vendor#67031
(N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract Type: (Check one)New ® Renewal ❑ Amendment ❑ Effective
Date April 3,2023 Approved by Board Yes❑No❑ Agenda Date:March 21,2023---For Section XIV.c.contracts only,Approved by Board in Current
FY Budget Yes®No❑
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: N/A
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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Attachment A - Description of the Project
Provide professional services for the Richard E. Whitted Buildings "A" and "B", which includes replacing the air cooled
chiller, (2) condensing boilers, all chilled water and hot water pumps,new DDC controls, one air handler unit, coils, fans,
dampers in built-up air handler units, replace elevator equipment room unit, replace (5) ductless split systems, and replacing
approximately (50) vav boxes.
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Attachment B - Description of Basic Services
Site Visits as required to complete the design.
Submit plans to owner and address comments as needed.
Construction drawing phase with specifications suitable for a formal/informal public bid.
Conduct pre-bid and provide addendum as needed.
Receive bids, certify bid tabulation, and provide a letter of recommendation.
Conduct a preconstruction conference.
Review shop drawings and address RFI's as needed.
Review pay applications and provide a recommendation letter.
Site visits during construction activities as required.
As-built drawings in PDF and hard copy.
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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
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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.
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Attachment D - Key Milestone Listing
To be determined
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Attachment E - Consultants and Key Personnel
Steve W. Campbell, PE LEED AP
Principle-in-Charge
Client Management
Jason Vincik, PE
PDC Senior Mechanical Engineer/Project Manager
Chris Ricard
PDC Mechanical Designer
Jason Tomaszewski
PDC Director of Electrical Engineering - Senior Designer
James T. Butkovich, PE
PDC Senior Electrical Engineer
Additional resources available as needed:
Zane Weaver, PE—Full-Time Construction Administrator
Grey Smith - Electrical Designer
Michael Schulman, CMGI—Plumbing &Fire Protection Designer
David Lowry—BIM Manager
Note: If an architect or structural engineer is required, we will use Smith Sinnett Architecture
and/or Lynch Mykins Structural Engineers. They are both HUB-Certified firms and have worked
with PDC on numerous successful HVAC projects.
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Attachment F -Hourly Rates Schedule
N/A
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