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HomeMy WebLinkAboutOTHER-2024-046-Professional Engineering Contract - Lake Orange Intake Tower Rehabilitation Replacement Project Attachment 1 [ Departmental Use Only] TITLE L . O . Intake Tower FY 23 =24 NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY k k This Services Agreement (hereinafter "Agreement") , made and entered into this 18th day of June , 2024 , ("Effective Date") by and between Orange County, North Carolina a political f subdivision of the State of North Carolina (hereinafter, the " County " ) and Schnabel Engineering South, P . C . , (hereinafter, the " Provider " ) . I WITNESSETH : That the County and Provider, for the consideration herein named, do hereby agree as follows : G F 1 . Services e G a . Scope of Work . 4; 1) This Services Agreement ("Agreement") is for services to be rendered by Provider to County with respect to (insert type of project) : Professional h Engineering Services for the Lake Orange Intake Tower Rehabilitation- Replacement Proj ect . r. 11) By executing this Agreement, the Provider represents and agrees that Provider is F qualified to perform and fully capable of performing and providing the services I required or necessary under this Agreement in a fully competent, professional and timely manner. 944 111) Time is of the essence with respect to this Agreement . - k G iv) The services to be performed under this Agreement consist of Basic Services , as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein . E ilities of the Provider 2 . Responsib F a . Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards , is b . Standard of Care . r i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance Revised 01 / 24 1 I with applicable federal, state and local laws and regulations applicable to the performance of these services . Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services . ii) Provider shall be responsible for all errors or omissions of its agents , contractors , employees , or assigns in the performance of the Agreement . Provider shall correct any and all errors , omissions , discrepancies , ambiguities , mistakes or conflicts at no additional cost to the County . iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County . No permission for subcontracting shall create , between the County and the subcontractor, any contract or any other relationship . iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider . v) If activities related to the performance of this Agreement require specific licenses , certifications , or related credentials Provider represents that it or its employees , agents and subcontractors engaged in such activities possess such licenses , certifications , or credentials and that such licenses certifications , or credentials are current, active , and not in a state of suspension or revocation . vi) Should this Agreement involve project designs , the construction or creation of which is to be bid out or fulfilled by other contractors , and 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 Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost . All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation . If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider 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 . One 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 cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3 . Basic Services a. Basic Services , Revised O1 / 24 2 t 4 C I I ff is 1) The Provider shall perform as Basic Services the work and services described herein and as specified in the County ' s Request for Proposals or Request for Qualifications (the "RFP ") "RFP Number 367 - 005414 for "Lake Orange Intake Tower Rehabilitation-Replacement : Design, Permitting, Bidding & Award, and Construction Phase Services " issued April 5 , 2024 , and the Provider ' s proposal , which are fully incorporated and integrated herein by reference together with Attachments A (designate all attachments) . In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control . Should such G f conflict arise the priority of documents shall be as follows : This Agreement, the County ' s RFP together with attachments , Provider ' s Proposal together with attachments . 11) The Basic Services will be performed by the Provider in accordance with the following schedule : (Insert milestones task list, dates and fees . If milestones are not established mark N/A under Milestone Task 1 . ) I. Milestone Task Milestone Date Milestone Fee 1 . Kickoff and Field Investigations F' August 18 , 2024 $ 48 , 000 r 2 . Alternatives Analysis October 18 , 2024 $ 48 , 000 3 . 60 % Design January 18 , 2025 $ 48 , 000 4 . 95 % Design April 18 , 2025 $485000 5 . 100 % Design and Permitting July 18 , 2025 WOO 4 14. f, 6 . Bidding and Award September 30 , 2025 $ 48 , 000 7 . 8 . 9 . 10 . ALL DATES ABOVE ASSUME A JUKE 18 , 2024 NOTICE TO PROCEED . j i E 111) Should County reasonably determine that Provider has not met the Milestone I Dates established in Section 3 ( a) (ii) , County shall notify Provider of the failure to I meet the Milestone Date . The County, at its discretion may provide the Provider r seven (7) days to cure the breach . County may withhold the accompanying F payment without penalty until such time as Provider cures the breach . In the alternative , upon Provider ' s failure to meet any Milestone Date the County may modify the Milestone Date schedule . Should Provider or its representatives fail to cure the breach within seven (7 ) days , or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates . Revised 01 / 24 3 1'!% ( i 4 4 . Duration of Services a . Term . The term of this Agreement shall be from June 18 , 2024 to September 30 , 2025 . b . Scheduling of Services 1) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3 . ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts , including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County . iii) The Commencement Date for the Provider' s Basic Services shall be June 18 , 2024 . 5 . Compensation a . Compensation for Basic Services . Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement . The maximum amount payable for Basic Services is TWO HUNDRED EIGHTY EIGHT THOUSAND AND 00/ 100 Dollars ($ 288 , 000) . In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute . Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3 (a) (11) are achieved up to the corresponding milestone fee . (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County - s acknowledgement of the satisfactory completion of Task one. Upon the County 's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee . ) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. b . Additional Services . County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement . 6 . Responsibilities of the County a . Cooperation and Coordination . The County has designated ( Christopher J. Sandt, P. E. ) to act as the County' s representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information . Revised 01 / 24 4 i 7 . Insurance a General Re uirements . Provider shall obtain at its sole expense, Commercial General G g � Liability Insurance, Automobile Insurance, Workers ' Compensation Insurance , and any additional insurance as may be required by County ' 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 . orangecountVnc . gov/ departments / purchasing division / contracts . php . ) If County ' s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable) . Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County' s Risk Manager , 8 . Indemnity c c: a . Indemnity . To the extent authorized by North Carolina law the Provider agrees , without limitation, to defend, indemnify and hold harmless the County from all loss , liability, claims or expense , including attorney' s fees , arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County . It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law . 9 . Amendments to the Agreement i a . Changes in Basic Services . Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County . 10 . Termination L a . Termination for Convenience of the County . This Agreement may be terminated without cause by the County and for its convenience upon seven ( 7) days prior written notice to the Provider . b . Other Termination . The Provider may terminate this Agreement based upon the County' s material breach of this Agreement, provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days ' prior written notice of its intent to terminate this Agreement for cause . 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 Revised 01 / 24 5 terminating party has taken all reasonable steps to complete the performance of its obligations . c . Compensation After Termination . i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider . Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to , job cost records , to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days , at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement . e . Suspension . County may suspend the Basic Services and this Agreement at any time for County ' s convenience and without penalty to County upon three (3 ) days ' notice to Provider . Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County . 11 . Additional Provisions a . Limitation and Assignment. The County and the Provider each bind themselves , their successors , assigns and legal representatives to the terms of this Agreement . Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b . Governing Law . This Agreement and the duties , responsibilities , obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina . c . Compliance with Laws . Provider shall at all times remain in compliance with all applicable local, state, and federal laws , rules , and regulations including but not limited to all state and federal anti-discrimination laws , policies , rules , and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http : // w . oran e; countync . gov/departments /purchasing division/contracts . php . ) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County . This paragraph is not intended to limit and does not limit the definition of breach to discrimination . By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter Revised 01 / 24 6 i! i 64 of the North Carolina General Statutes . By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G . S . 147 - 86 . 58 . By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G . S . 14746 . 81 . d . Dispute Resolution . Any and all suits or actions to enforce , interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions . Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of c: any dispute prior to the bringing of a suit or action . e . Entire Agreement . This Agreement, together with the RFP and its attachments and the Proposal and its attachments , represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations , representations or agreements , either written or oral . This Agreement may be amended only by written instrument signed by both parties . Modifications may be evidenced by facsimile signatures . h' I f. Severability . If any provision of this Agreement is held as a matter of law to be unenforceable , the remainder of this Agreement shall be valid and binding upon the Parties . Ownership of Work Product . Should Provider ' s performance of this Agreement generate g • p documents , items or things that are specific to this Project such documents , items or things shall become the property of the County and may be used on any other project G without additional compensation to the Provider . The use of the documents , items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County . G k h . Non-Appropriation and Government Action . Provider acknowledges that County is a I governmental entity, and the validity of this Agreement is based upon the availability of G` public funding under the authority of its statutory mandate . In the event that public funds are unavailable or not appropriated for the performance of p County ' s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non- appropriation of public funds . It is expressly agreed that County shall not activate this non- appropriation provision for its convenience or to circumvent the requirements of this Agreement . G In the event of a change in the County ' s statutory authority, mandate or mandated functions , by state or federal legislative or regulatory action, which adversely affects County ' s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County ' s legal authority . Revised 01 / 24 7 i . Signatures . This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 1 IA and Article 40 of North Carolina General Statute Chapter 66 . j . Notices . Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following : Orange County Provider ' s Name & Address Attention : Christopher J . Sandt, P . E . Gerald C . Robblee, P . E . P . O . Box 8181 11A Oak Branch Drive Hillsborough, NC 27278 Greensboro , NC 27407 IN WITNESS WHEREOF, the Parties , by and through their authorized agents , have hereunder set their hands and seal, all as of the day and year first above written . ORANGE COUNTY : PROVIDER : By : By : Jamezetta Bedford, Chair, Orange Couny Gerald C . Robblee , P . E . (Principal) Board of County Commissioners Schnabel Engineering South, PC Printed Name and Title Revised 01 / 24 8