HomeMy WebLinkAboutOTHER-2024-072 Professional Services Contract with CPL for the Design of a New Crisis Diversion Facility Docusign Envelope ID:A2263B78-7746-40A2-A238-D34F6FAD8083
[Departmental Use Only]
TITLE Design for Crisis Diversion Facility
FY 2024/2025
NORTH CAROLINA
PROFESSIONAL SERVICES CONTRACT
ORANGE COUNTY (CONTRACT SPECIFIC REVISIONS 9/6/2024
NOT TO BE USED WITH OTHER CONTRACTS)
THIS PROFESSIONAL SERVICES CONTRACT(hereinafter called "Agreement"),made as of the 23rd day of September,2024,by and between CPL
Architecture Engineering Planning, a professional Architerctural (architectural/engineering/landscape architectural-select one) firm with a partner or
principal registered in North Carolina as a licensed Architerctural, Engineering and Planning 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 Crisis
Diversion Facility(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.
ARTICLE 2
DEFINITIONS
2.1 Definitions
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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 industry standards.Such services are as shown in Attachment B,the description of services.(Contract
Specific Revision 9/6/24)
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 industry 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 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..(Contract Specific Revision 9/6/24)
3.2.2 The Designer shall be responsible for gross negligence,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. (Contract Specific Revision 9/6/24)
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.
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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 At the mutual agreement of the Owner and Architect,or when the Architect has been found liable in a court of competent jurisdiction,the
Architect shall reimburse the Owner for costs,damages,and expenses,including attorney's fees,incurred by the Owner when such costs,damages,and
expenses result from negligent errors,omissions,or delays of the Designer or its Consultants.(Contract Specific Revision 9/6/24)
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
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,Solar Sysem
H.Storm Water Control Measures
4.2 Proiect 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
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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 3 points in the production of the Designer's work:
A.At completion of 50%of schematic Design design;and
B.At completion of 50%of design development;and
C.At completion of 50%of construction ducments of the construction documents;and
D.N/A
4.2.4 If applicable per section 4.2.3,when the first of these estimates of Total Project Cost has been approved in writing by the Owner,it shall be used
by the Owner as a basis for appropriating funds specifically for the Project.Once this Total Project Cost has been so approved by the Owner and the
conditions of the project(cost environment,time schedule,etc.)are reasonably similar,the Designer 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 Proiect 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:
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
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5.1 Compensation is due for Additional Services that are not otherwise included in Basic Services(Attachment B)provided by the Designer or its
Consultants only when the Owner requests such Additional Services in writing and after both Owner and Designer agree to the terms of providing such
Additional Services through an amendment to this Agreement.
5.1.1 Designer or its Consultants shall provide fully detailed presentation models or professional artist's renderings at the written direction and
approval of the Owner,if such services are not included in Basic Services Attachment B.
5.1.2 Designer or its Consultants shall make all necessary revisions in drawings,specifications,or other documents when the drawings,specifications,
or other documents are inconsistent with written approvals or instructions previously given by the Owner.
5.1.3 Designer or its Consultants shall prepare supporting data and other services in connection with a significant Owner initiated change order if
Designer can demonstrate that such services cause a direct substantial increase in Designer's cost of rendering its Basic Services hereunder.
5.1.4 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 rnade 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
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responsibility for any delay occurring by reason of the Owner's being unable,through no fault of the Owner,to supply such item of information,approval
or decision.
6.1.3 Should the Owner determine that the Designer is behind schedule,it may require the Designer to expedite and accelerate its efforts,including
providing additional manpower or overtime,as necessary,to perform its services in accordance with the Key Milestone Listing at no additional cost to
the Owner.
6.1.4 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 Adiustments 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. As detailed in the CPL proposal dated Sept.4th,2024(Insert Lump Sum or Time and Materials as appropriate)fee of
7.2.2 Design Development Phase. As detailed in the CPL proposal dated Sept,4th,2024 fee of
7.2.3 Construction Document Phase. Lump sum fee of As detailed in the CPL proposal dated Sept.4th,2024.
7.2.4 Bidding and Contract Award. Lump sum fee of As detailed in the CPL proposal dated Sept.4th,2024.
7.2.5 Construction Phase. Lump sum fee of As detailed in the CPL proposal dated Sept.4th,2024.
7.2.6 Post Construction Phase. Lump sum fee of As detailed in the CPL proposal dated Sept.4th,2024.
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 ten percent(10%)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 N/A,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. n/a,or other items mutually agreed upon between the Owner and Designer as described in Attachment B. Any unit price agreements are
designated in Attachment F.
7.5.2 Designer and its Consultants may be entitled to reasonable mark-up on actual expenses which are incurred subject to written approval by
Owner,
7.6 Accounting Records
7.6.1 Accounting records of the Designer's compensation for Additional Services and Reimbursable Expenses pertaining to the Project shall be
maintained by the Designer and its Consultants in accordance with generally accepted accounting practices and shall be available for inspection by the
Owner or the Owner's representatives at mutually convenient times for a period of five(5)years after the later of final completion of the Project or
issuance of a certificate of occupancy for the Project.
7.7 Total Compensation
7.7.1 Total compensation to the Designer,including Basic Services,Additional Services and Reimbursable Expenses shall not exceed$1,719,650.
ARTICLE 8
RESPONSIBILITIES OF THE OWNER
8.1 Cooperation and Coordination
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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 Alan Dorman shall be the Owner's Construction Projects Administrator and shall act in the Owner's behalf and as its representative with respect
to the Project and shall have the authority to render decisions and approve changes in the scope of the Project within guidelines established by the
County Manager and the Board of County Commissioners and shall be available during working hours as often as may be reasonably required to render
decisions and to furnish information. Owner may replace the individual serving as Construction Projects Administrator at any time. Should such
replacement occur Designer will be so informed within a reasonable time.
8.2 Surveys and Testing
8.2.1 The Owner shall furnish the Designer with a certified land survey of the site,giving,as applicable,grades and lines of streets,alleys,pavements
and adjoining property;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site;locations,
dimensions and complete data pertaining to existing buildings,other improvements and trees,and other pertinent information reasonably requested by
the Designer including that concerning available service and utility lines,both public and private,above and below grade,including inverts.
8.2.2 The Owner shall provide the services of a geotechnical engineer or other consultant,or compensate for such sub-consultant services provided by
the Designer,when such services are reasonably deemed necessary by the Designer,and agreed and consented to in writing by Owner,as shown on the
Designer's schedule described in Article 6.1,2,to provide reports,test borings,test pits,soil bearing values,percolation tests,air and water pollution
tests,ground corrosion and resistivity tests and other necessary operations for determining subsoil,air and water conditions,all together with reports
and appropriate professional recommendations thereof to ensure construction materials and geotechnical requirements of the construction contract
are met.
8.2.3 All services,data,information,surveys and reports required of the Owner pursuant to this Article 8,shall be furnished at the Owner's expense
and,absent any negligence or failure to follow professional standards on the part of Designer,the Designer shall be entitled to rely upon the accuracy
and completeness of such services,data,information,surveys and reports.
8.3 Permits and Approvals
8.3.1 The Owner shall secure and pay for all necessary permits,licenses,approvals,easements,assessments,and charges required for the
construction,use or occupancy of permanent structures or for permanent changes in existing facilities.The Designer shall provide the Owner with a
schedule of all required approvals and of the dates by which application for such approvals must be made in order to avoid any risk of delay to the
Project,prepare necessary application forms,present documents requiring approval by the Owner and submit documents with the Owner's approval to
the appropriate approval agency.
ARTICLE 9
INSURANCE
9.1 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 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;
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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.(Contract Specific Revision 9/6/24)
9.1.2 The minimum insurance ratings for any company insuring the Designer shall be Best's A-.Should the ratings of any insurance carrier insuring the
Designer fall below the minimum rating,the County may,at its option,require the Designer to purchase insurance from a company whose rating meets
the minimum standard.
9.2 Limits of Coverage
9.2.1 Designer shall obtain,at its sole expense,Commercial General Liability Insurance,Automobile Insurance,Workers'Compensation Insurance,
Professional Liability Insurance,and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described
in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements(each document is incorporated herein by
reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If Owner's Risk Manager
determines additional insurance coverage is required such additional insurance shall be designated here N/A(if no additional insurance required leave
blank or mark N/A as being not applicable). Designer shall not commence work until such insurance is in effect and certification thereof has been
received by the Owner's Risk Manager.
9.2.2 All insurance policies(with the exception of Worker's Compensation and Professional Liability)required under this Agreement shall name the
Owner as an additional insured party for the insurance.
9.3 Proof of Coverage
9.3.1 Evidence of such insurance shall be furnished to the Owner. Upon cancellation,non-renewal or reduction,the Consultant shall procure
substitute insurance so as to assure the Owner that the minimum limits of coverage are maintained continuously throughout the periods specified
herein,
9.4 Indemnity
9.4.1 To the extent authorized by North Carolina law the Designer agrees,without limitation,to indemnify and hold harmless the Owner from all loss,
liability,claims or expense,including attorney's fees,arising out of or related to the Project and arising from bodily injury including death or property
damage to any person or persons caused in whole or in part by the negligence or misconduct of the Designer except to the extent same are caused by
the negligence or willful misconduct of the Owner.
9.5 Owner's Insurance Option
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.
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ARTICLE 10
AMENDMENTS TO THE AGREEMENT
10.1 Changes in the Designer's Basic Services
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10.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the Owner and the Designer.The Designer shall proceed to perform the Services required by the
Amendment only after receiving a fully executed Amendment from the Owner or a written notice from the Owner directing the Designer to proceed,
whichever is earlier,
10.2 Owner Changes
10.2.1 The Owner may,without invalidating this Agreement,make written changes in the Designer's Basic Services or Additional Services of this
Agreement by preparing and executing a Change Order.Within three(3)days of receipt of such a Change Order,the Designer shall notify the Owner in
writing of any change contained therein that the Designer believes significantly increases or decreases the Designer's services with respect to the Project
and request an adjustment in compensation with respect thereto.If the Change Order significantly increases or decreases the Designer's services,the
Designer's compensation may be equitably adjusted.
ARTICLE 11
TERMINATION AND SUSPENSION
11.1 Termination for Convenience of the Owner
11.1.2 This Agreement may be terminated without cause by the Owner and for its convenience upon seven(7)days written notice to the Designer.
11.2 Other Termination
11.2.1 After seven(7)days written notice to the other party of its material breach of the Agreement,this Agreement may be terminated by the noticing
party,provided that the other party has not taken all reasonable actions to remedy the breach.
11,2,2 Designer acknowledges that Owner is a governmental entity,and the validity of this Agreement is based upon the availability of public funding
under the authority of its statutory mandate, In the event that public funds are unavailable 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.(Contract Specific Revision 9/6/24)
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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,upon adjudication by a court of competent
jurisdiction,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.
(Contract Specific Revision 9/6/24)
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 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(instruments of service.) In the
event of such termination,and should the Owner use such instruments of service,without retaining the author's of the instruments of service,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 including the cost of defense arising out of the loss of life,personal injury or damage to tangible property occasioned wholly or in part by its
contractor(s),agents or employees in connection with Owner's use of such instruments of service and other work provided as part of Basic Services and
Additional Services,as may have been amended.The Designer specifically agrees to incorporate the provisions of this paragraph in all contracts for the
services of Designer's Consultants.The Owner agrees that the Designer may retain one set of drawings for its records. (Contract Specific Revision
9/6/24)
11.3.5 Should this Agreement be terminated by the Owner for cause,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. (Contract Specific Revision 9/6/24)
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.
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11.5.2 Owner and Designer mutually waive any claim against each other for consequential damages. Consequential Damages include:
A. Damages incurred by Owner for loss of use,income,financing,or business.
B. Damages incurred by Designer for office expenses,including personnel,loss of financing,profit,income,business,damage to reputation,
or any other non-direct damages.
ARTICLE 12
ADDITIONAL PROVISIONS
12.1 Confidentiality
12.1.1 The Designer and its Consultants shall use their best efforts not to disclose or permit the disclosure of any confidential information relating to
the Project,except to its agents,employees and other Consultants who need such confidential information in order to properly perform their duties
relative to this Agreement.
12.2 Limitation and Assignment
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.There are no third party
beneficiaries of this Agreement and nothing in this Agreement,express or implied,is intended to confer on any person other than the parties hereto
(and their respective successors,heirs and permitted assigns),any rights,remedies,or obligations.
12.3 Governing Law
12.3.1 The Owner and the Designer agree this Agreement is governed by the laws of the State of North Carolina and Orange County. Designer 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 Orange
County policy is incorporated herein by reference and may be viewed at
htt www.orangeco.intync goy/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 Designer certifies that it 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
Designer certifies that Designer 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. By executing this Agreement Designer affirms it is and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes.
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
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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 Severabilitv
12.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable,the remainder of this Agreement shall be enforceable without
such provision.
12.7 Ownership of Documents
12.7.1 All designs,drawings,specifications,design calculations,notes and other works developed in the performance of this contract shall become the
property of the Owner and may be used on any other project without additional compensation to the Designer. Designer does not warrant the use of
the documents by the Owner or by any person or entity for any purpose other than the Project as set forth in this agreement.
12.8 E-Verify
12.8.1 Pursuant to the terms of North Carolina General Statutes no county may enter into a contract unless the Designer and its subconsultants comply
with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable,failure to maintain compliance with the
requirements of Article 2 of Chapter 64 of the General Statutes constitutes Designer's breach of this Agreement. By executing this Agreement Designer
affirms Designer is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes.
12.9 Electronic Signatures
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
12.101 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 attachments 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
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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: DES I NFDRaEusigned by:
DocuSigned by:
firftkiS A& MA, ai4y', (6uc
By: RA By: 025FA51DC3F74FA
Travis Myren,County Manager Adam Chahulski 10/7/2024
Printed Name and Title Printed Name and Title
10/15/2024
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ORANGE COUNTY—INTERNAL USE ONLY
Finance Information
Vendor Name: CPL Architects and Engineers Vendor Contact Person: Adam Chahulski Phone:704-331-9131 Address:6302 Fairview Road Suite 102 City Charlotte
State:NC Zip:28210 Department:ANTS Amount:$1.719,650.00 Purpose:Design of a new Crisis Diversion Facility Budget Code(s):61370035-870000-10080
Vendor#67895
Vendor Status with NCSOS: Vendor is a BOCC consultant: jYes ❑No
Contract Details
Contract Type:❑New ❑Amendment(Original Contract: )(Most Recent Amendment )
Effective Date 09/23/24 End Date 12/23/26 Notice Date (Notice Purpose )
Award
®Approved by Board(Agenda Date:09/17/2024); ®Made or Administered by Alan Dorman
Signature Authority
❑BOCC Express Delegation(Agenda Date: )
Policy 9.4:❑Under$5,000; ❑Service Under$90,000. ❑Construction Under$250,000
❑Budget Policy Section XV(Capital Improvement Project: )
Bidding
❑Informal Bidding($30k-$90k);❑Formal RFP($90k+);❑Other(<$30k);❑Exception(#_---)
Department Affirmation
®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
or the agreement.
❑This agreement is approved as to technical fg ra a�ugl content.Services related to this agreement have already begun or been completed.Description of the nature of the
ocu Igoe y:
emergency condition that was addres d:
QW v6mavu 10/3/2024
Department Director's Signature Date:
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications:
Office of the Chief Information Officer Date:
®Inapplicable because no harduvarelsofnrare purchases or related services
Risk\Management
This agreement is approved for sufficiency of rrugVHRiWg IT-ards,specifications,and requirements:
Ds gSSa �t V 10/13/2024
Office of the Risk l�Iana ement Officer Date:
ocusignea ky: Financial Services
D
This instrument has been pre-audited it the goner r}}��urred by the Local GFinmment Budget and Fiscal Control Act:
t ,Qvy l�ovl r4►A�ov( 10/15/2024
Office of the Chief Financial Officer Date:
DoeuSigned by: Legal Services
This agreement is approved as to�E�36MDDFQRWF6
S rm/al�d�uf�fiicciiency. / /
10 15 2024
Office of the County AttorneyDate:
Clerk to the Board
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs c-orangecountync.gov
The rollowing signature block is for hard copies only and is not required for Docusign contracts:
Received for record retention:
Office of the Cleric to the Board Date:
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