HomeMy WebLinkAbout2025-167-E-County Mgr-Trees For The Triangle-Tree PlantingRevised 01/24
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[Departmental Use Only]
TITLE Tree Grant Suppport
FY 2025
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of
April, 2025, (“Effective Date”) by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and Trees for the Triangle,
(hereinafter, the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a.Scope of Work.
i)This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project): Duke Energy Tree Planting Initiative Support/Services
ii)By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) Time is of the essence with respect to this Agreement.
iv)The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2.Responsibilities of the Provider
a.Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i)The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
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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 any documents, exhibits, or addenda be attached to this Agreement, the
terms of this Agreement shall have priority in any conflict with or among the
terms of such referenced documents, exhibits, or addenda.
vii)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
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a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): See Exhibit A
4.Duration of Services
a.Term. The term of this Agreement shall be from April 1, 2025 to February 1, 2027.
b.Scheduling of Services.
i)The Provider shall schedule and perform its activities in a timely manner.
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 April 1, 2025.
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 shall not exceed Twenty Three Thousand Dollars
($23,000). Payment for satisfactorily performed Basic Services shall become due and
payable within thirty (30) days of Provider properly invoicing County. Payment shall be
subject to provisions of Section 5(b).
b.Disputes. 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. Should Provider fail to perform its duties under the
terms of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
6.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.
7.Responsibilities of the County
a.Cooperation and Coordination. The County has designated (Mel Gilles) 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.
8.Insurance
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a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any
additional insurance as may be required by County’s Risk Manager as 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
County’s Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of N/A (if no additional insurance required mark N/A
as being not applicable). Provider shall not commence work until such insurance is in
effect and certification thereof has been received by the County's Risk Manager.
8.Indemnity
a.Indemnity. To the extent authorized by North Carolina law the Provider agrees, without
limitation, to defend, indemnify and hold harmless the County 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
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
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
terminating party has taken all reasonable steps to complete the performance of its
obligations.
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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 work on 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. 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.
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. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147-86.81.
c.Non-Discrimination. 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 non-discrimination laws, policies, rules, and regulations and the Orange
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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://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any
violation of the Orange County Non-Discrimination Policy is a breach of this Agreement
and County may immediately terminate this Agreement without further obligation on the
part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination.
d.Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. Binding arbitration may not
be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
e.Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
f.Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
g.Ownership of Work Product. Should Provider’s performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
h.Non-Appropriation. Provider acknowledges that County is a governmental entity, and
the validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate.
In the event that public funds are unavailable or not appropriated for the performance of
County’s obligations under this Agreement, then this Agreement shall automatically
expire without penalty to County immediately upon written notice to Provider of the
unavailability 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.
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.
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i.Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article 11A and Article 40 of North Carolina General Statute Chapter 66.
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:
Provider’s Name
Trees For The Triangle
226 Bracken Ct
Orange County
Attention:Mel Gilles
P.O. Box 8181
Hillsborough, NC 27278 Raleigh, NC 27615
[SIGNATURE PAGE TO FOLLOW]
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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: __________________________________
Dave Klemp, Executive Director
Printed Name and Title Travis Myren, County Manager
Orange County NC
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ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: Trees For The Triangle Vendor Contact Person: Dave Klemp Phone: (919)263-4181 Address: 226
Bracken Ct. City Raleigh State: NC Zip: 27615 Department: County Manager Amount: $23,000 Purpose: Tree
Planting Budget Code(s): 30210320-630000-71326 Vendor # 68831
Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No
Contract Details
) (Most Recent Amendment ) Contract Type: New Amendment (Original Contract:
Effective Date April 1, 2025 End Date February 1,2027 Notice Date (Notice Purpose )
Award
Approved by Board (Agenda Date: ); Made or Administered by
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 of the agreement.
This agreement is approved as to technical form and content. Services related to this agreement have already
begun or been completed. Description of the nature of the emergency condition that was addressed:
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 hardware/software purchases or related services
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
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:
Received for record retention:
Office of the Clerk to the Board __________________________________________Date:________
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4/23/2025
4/28/2025
4/28/2025
4/28/2025
Orange County NC x Trees for the Triangle - Tree Planting Agreement
Program Overview
Trees for the Triangle (TftT) will collaborate with Orange County to enhance tree canopy
coverage through the planting of native trees in residential areas that are heat stressed. This
initiative aims to improve environmental resilience, provide shade equity, and foster community
engagement through tree planting and stewardship efforts. Trees for the Triangle will oversee
tree selection, planting, maintenance coordination, and volunteer engagement while working
closely with Orange County to align efforts with community needs and priorities.
Program Contacts
Dave Klemp
Executive Director, Trees for the Triangle
dave@treesforthetriangle.org
Mel Gilles
Sustainability Projects Analyst, Orange County Manager’s Office
mgilles@orangecountync.gov
Trees for the Triangle Responsibilities:
●Organizing and running community interest meetings to educate residents about the
available trees and to create community buy-in.
●Using maps and heat data provided by Orange County to locate suitable planting sites
and residents' homes.
●Receive all inquiries and requests for trees via a Google form that can be shared
with all eligible residents
●Conducting yard assessments to determine planting availability at each home.
●Selecting and sourcing 100 native potted trees in the 3 to 7-gallon size range (typically
5-10 feet tall), with most being 7-gallon trees.
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●Coordinating and executing tree planting events with volunteers recruited by Trees for
the Triangle.
●Providing watering instructions and care guidelines to residents.
●Establishing a follow-up care program, including maintenance checks, re-mulching,
replacing any trees that do not survive, and pruning as necessary.
●Providing residents with a phone number and email for ongoing support and inquiries.
●Offering a lifetime replacement guarantee for any trees that do not survive, in perpetuity.
●Collaborating with Orange County staff to ensure alignment with county sustainability
and environmental goals.
●Submitting regular progress reports on project milestones, including the number of trees
planted, locations, and community participation metrics.
Orange County Responsibilities:
●Identifying priority locations for tree planting in coordination with Trees for the Triangle.
●Assisting with community outreach and promotion of tree planting events.
● Designating a program contact to facilitate communication/collaboration with Trees
for the Triangle.
●Supporting post-planting maintenance efforts by coordinating with local departments,
community groups, or volunteers.
●Providing marketing materials and assisting with social media promotion of the program.
●Supplying relevant information needed to find homes that align with Orange County’s
planting priorities.
Program Cost and Sustainability
Orange County will provide funding of $23,000 to Trees for the Triangle for the delivery of
the services outlined above. This funding will cover costs related to tree acquisition, planting
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materials, labor, and program administration. Payments will be made by Orange County in four
quarterly equal installments over the next year, to be paid in full by February 2026. Trees for the
Triangle will submit for reimbursement on all program costs accrued.
Project Timeline
●April 2025: Outreach begins to community centers and residents;
inquiries/requests received and collated
●June 2025: Family selection and site scouting begins
●October 2025: Tree planting begins
●February 2026: Goal to have all 100 trees planted.
●February 2027: Deadline for all work and maintenance checks, including re-mulching,
pruning, and tree replacements.
Terms
The term of this agreement shall commence on April 1,2025 and continue through February 1
2027. Either party may terminate this agreement with 30 days' written notice. If you agree with
the terms of this service agreement, please indicate by signing below and returning a signed
copy to Trees for the Triangle.
SIGNATURES
Orange County
By: Travis Myren_________
Signature: _________________________
Title: County Manager, Orange County
Date: __________________________
Trees for the Triangle
By: Dave Klemp
Signature: _________________________
Title: Executive Director
Date: ______________________
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4/23/2025
4/28/2025
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