HomeMy WebLinkAboutOTHER-2025-103-Approval of a Contract with O’Brien Atkins for Design and Engineering Services for the renovation of the Link center Docusign Envelope ID: ED9774D9-ACOC-4CB2-997F-EA672B7B6C5D
lam'
[Departmental Use Onlyl
TITLE Design of Sheriff' s Facilities
FY 2025-26
NORTH CAROLINA
PROFESSIONAL SERVICES CONTRACT
ORANGE COUNTY
THIS PROFESSIONAL SERVICES CONTRACT (hereinafter called "Agreement"), made as of the 18th day of November, 2025 ,
by and between O'Brien Atkins Associates, PA, a professional architectural (architecturaUengineering/landscape architectural-select one)
firm with a partner or principal registered in North Carolina as a licensed Architect 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 Scone 1 . ] . I This Agreement is for professional services to be rendered by Designer to Owner (hereinafter referred to as the
"Services") with respect to a project known as Sheriffs Office Link Renovation (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 capable to perform and provide the
services required or necessary under this Agreement in a competent, professional and timely manner, and that its Consultants are also
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 otherwise required to be
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 .
1
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC-4CB2-997F-EA6728786C5D
ARTICLE 2
DEFINITIONS
2 . 1 Definitions
2 . 1 . 1 Additional Services — Those services to be performed by Designer pursuant to this agreement 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) engaged by Owner to construct the Project.
2 . 1 . 5 Consultants — Subconsultants, partners and other entities engaged by Designer to work 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 to be performed by Designer 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 as
provided in Section 7 . 5 .
2 . 1 . 11 Total Project Cost — The total amount of money which maybe 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 Services
within the time limitations set forth herein and in accordance with the applicable professional standards. Such services are as shown in
Attachment B. the description of Services .
All Services of the Designer shall be provided in accordance with the terms and conditions of this Agreement.
3 . 2 . Standard of Care
3 . 2 . t The Designer and its Consultants shall exercise reasonable care and diligence and shall perform its Services consistent with the
professional skill and care ordinarily provided by designers practicing in the same or similar locality under the same or similar
2
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC-4CB2-997F-EA672B7B6C5D
circumstances, and in accordance with federal, state and local laws and regulations applicable to the performance of these Services . No
other representations, warranties or guarantees, express or implied, are made or intended by this Agreement or the Architect' s services.
The Architect shall without additional cost to the Owner, correct errors or omissions in its documents, provided such corrections are
within the original scope of services.
3 .2 . 2 The Designer shall be responsible for all errors or omissions, in the drawings, specifications, and other documents prepared by the
Designer or its Consultants . It shall be the responsibility of the Designer throughout the period of performance under this Agreement to
use reasonable professional care and judgment to guard the Owner against defects and deficiencies in the Project.
3 .2 . 3 The Designer shall correct at no additional cost to the Owner any and all errors , omissions , discrepancies, ambiguities, mistakes or
conflicts in the drawings, specifications and other documents prepared by the Designer or its Consultants .
3 .2 .4 The Designer shall assure that all drawings, specifications and other documents prepared by the Designer or its Consultants
hereunder are in accordance with applicable laws, statutes, building codes and regulations and that all necessary or appropriate
applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the
design or construction activities of the Project except as otherwise provided in this Agreement or in Owner' s contract with the Contractor.
3 .2 . 5 The Designer and its Consultants shall perform the Services in a reasonably timely manner in accordance with all mutually agreed
schedules for the Project or required under this Agreement.
3 .2 . 6 With mutual agreement between the Owner and Design Consultant, deductions may be made from the Design Consultant's Basic
Services Compensation on account of errors and omissions in the drawings, specifications and other documents prepared by the Design
Consultant or in the Design Consultant 's performance of its obligations under this Agreement. No deductions shall be made from the
Design Consultant's Basic Services Compensation on account of penalty, liquidated damages, retainage, or other sums withheld from
payments to Contractor.
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, request 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 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 .
3
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC4CB2-997F-EA672B7B6C5D
4. 1 . 3 The Owner shall have the right and option to require the Designer:
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. N/A
4 . 2 Project Cost Estimates
4 .2 . 1 [Deleted]
4 . 2 . 2 [Deleted]
4 . 2 . 3 [Deleted]
4 . 2 .4 If applicable, 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, materials available, time schedule, etc .) are reasonably similar, the Designer shall be
obligated, without additional compensation, to propose to the Owner adjustments to 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,
and the Total Project Cost shall be adjusted accordingly.
4 . 3 Project 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 :
I - Visioning session
4
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOCACB2-997F-EA672B7B6C5D
I - Programming session
3 - Design Workshops during schematic design
3 - Design Workshops during design development
Monthly OAC meetings throughout the duration of the construction of the facilities
4A Construction Administration
4.4 . 1 As part of Basic Services, the Designer shall provide all of the mutually agreed (by Owner and Designer) administrative services
described in the Owner' s contracts with the contractors for the Project.
ARTICLE 5
ADDITIONAL SERVICES
5 . 1 Compensation is due for Additional Services that are not otherwise included in Basic Services (Attachment B)_provided by the
Designer or its Consultants only after both Owner and Designer agree to the terms of providing such Additional Services through an
amendment to this Agreement. Additional Services include, but are not limited to the following_
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 then they shall be deemed to be
mutually agreed upon Additional Services ,
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 .
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 in which case the Total Project Cost shall be increased accordingly.
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 , as Additional Services 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 necessary to correct any errors or omissions as are proximately caused
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 Services during the Constriction Phase made necessary by (a) defective work
of Contractor(s) or Owner' s agents ' (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
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC4CB2-997F-EA672B7B6C5D
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 except for deviations not caused by Designer or its Consultants . 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 Owner shall always have a reasonable time within which to provide such item of information, approval or
decision and Owner and Designer shall not have any responsibility for any delay occurring by reason of the Owner's being unable, through
no fault of the Owner, to supply such item of information, approval or decision .
6 . 1 . 3 Should the Owner determine that the Designer is behind schedule, it may require the Designer to expedite and accelerate its
efforts , including providing additional manpower or overtime, as necessary, to perform its services in accordance with the Key Milestone
Listing at no additional cost to the Owner.
6 . 1 .4 The commencement date for the Designer's Basic Services shall be the date of delivery to the Designer from the Owner of a fully
executed original of this Agreement .
6 . 2 Adjustments to the Schedule
6 . 2 . 1 If the Designer's work on the Project is or will be delayed for more than sixty (60) days through no fault of the Designer, or if the
Owner increases or decreases the scope or size of the Project by ten percent ( 10%) of currently estimated Total Project Cost, the Designer
shall give prompt written notice to the Owner. Provided that such notice has been given, the Designer may request in writing an
adjustment in the Key Milestone Listing dates, which shall be granted by the Owner to the extent reasonable .
ARTICLE 7
DESIGNER' S COMPENSATION
7 . 1 Compensation for Basic Services
7 . 1 . 1 Compensation for Basic Services shall include all compensation due the Designer from the Owner for the Services under this
Agreement.
7 . 2 Breakdown of Compensation for Basic Services
6
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC-4CB2-997F-EA672B7B6C5D
NoMo-exceed Compensation for Basic Services consists of the following compensation for the following separate categories of services :
7 . 2 . 1 Schematic Design Phase. Lumpt Sum Fee (Insert Lump Sum or Time and Materials as appropriate) fee of $268 ,205 .
7 .2 . 2 Design Development Phase. lump sum fee of $381 ,288 .
7 .2 . 3 Construction Document Phase. Lump sum fee of $ 581 ,559 .
7 .2 .4 Bidding and Contract Award . Lump sum fee of $48, 804.
7 .2 . 5 Construction Phase. Lump sum fee of $421 ,926 ,
7 .2. 6 Post Construction Phase. Lump sum fee of $46,904 .
7 .2 . 7 Additional Basic Services (Select all that apply) :
Programming and Pre-Design fee of $ 105 ,500,
N/A fee of N/A.
N/A fee of N/A.
N/A fee of n/a.
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 a monthly percentage complete of progress to date of
deliverables and categories of services are completed. . 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 actually incurred for which the Designer is liable.
7.3 .2 If the Owner increases or decreases the scope of the Project by N/A percent (N/A%) or more of the currently estimated Total
Project Cost, the compensation for Basic Services shall be equitably adjusted.
7 .4 Compensation for Hourly Nomo-Exceed and Additional Services
7 .4. 1 With respect to Hourly NoMo-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 basic services, 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:
7
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC4CB2-997F-EA672B7B6C5D
A . Basic Services, 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 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.
T7 Total Compensation
7 . 7 . 1 Total compensation to the Designer, including Basic Services, Additional Services and Reimbursable Expenses shall not exceed
K854, 186.
ARTICLE 8
RESPONSIBILITIES OF THE OWNER
8 . 1 Cooperation and Coordination
8 . 1 . 1 The Owner shall meet with the Designer as necessary at mutually convenient times to provide information necessary to enable the
Designer to develop a detailed written analysis and complete needs summary of the Project .
8 . 1 . 2 The Owner shall examine documents submitted by the Designer and shall make reasonable efforts to render decisions pertaining
thereto no later than the dates specified in the schedule for such decisions described in Article 6. 1 . 2 .
8 . 1 . 3 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
Constriction Projects Administrator at any time , Should such replacement occur Designer will be so informed immediately.
U 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
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC-4CB2-997F-EA672B7B6C5D
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, 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 to the extent known by Designer 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, explosions, collapse, and underground hazards
coverage) covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the
Designer's or Consultants' employees or any other person and to real and personal property including loss of use resulting thereof,
Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and
property damage; and Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out
of or related to the performance tinder this Agreement by the Designer and/or its employees .
9 . 1 . 2 The minimum insurance ratings for any company insuring the Designer shall be Best's A-. Should the ratings of any insurance
carrier insuring the Designer fall below the minimum rating, the County may, at its option, require the Designer to purchase insurance
from a company whose rating meets the minimum standard.
9 .2 Limits of Coverage
9 . 2 . 1 Designer shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers '
Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner' s Risk Manager as
such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage
Requirements (each document is incorporated herein by reference and may be viewed at
http ://NvNvw.orangecountyne.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
9
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOCACB2-997F-EA67287B6C5D
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 .
9A 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 its Services and arising from bodily
injury including death or property damage to any person or persons proximately caused by the negligence or misconduct of the Designer
except to the extent same are caused by the negligence or willful misconduct of the Owner or its contractors, employees , or agents .
(Contract Specific Revision 11 -3-25)
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 provided such coverages are approved in advance by
Designer.
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 based on any actual reduction in insurance premiums received by Designer.
ARTICLE 10
AMENDMENTS TO THE AGREEMENT
10. 1 Changes in the Designer's Basic Services
10. 1 . 1 Changes in the Basic Services and entitlement to additional compensation or a change induration 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
10
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC-4CB2-997F-EA672B7B6C5D
the Designer's Services with respect to the Project and requests an adjustment in compensation with respect thereto . If the Change Order
increases or decreases the Designer's services, the Designer's compensation may be equitably adjusted.
ARTICLE 11
TERMINATION AND SUSPENSION
i l . l Termination for Convenience of the Owner
11 . 1 .2 This Agreement maybe terminated without cause by the Owner and for its convenience upon sixty (60) days written notice to the
Designer.
11 .2 Other Termination
11 .2. 1 After ten ( 10) days written notice to the other party of its material breach of the Agreement, this Agreement maybe 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 but all Services
performed to date by Designer or Consultants shall be fully paid upon such termination .
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 but all Services performed to date by Designer or Consultants shall be fully paid upon such termination .
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 [Deleted]
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 greater, less any costs or expenses actually by the Owner that are proximately caused by
errors or omissions of the Designer.
11 . 3 . 2 In the event of termination by reason of a material breach of the Agreement by the Owner, the Designer shall be entitled to the
same compensation as it would have received had the Owner terminated the Agreement for convenience.
11
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC-4CB2-997F-EA672B7B6C5D
11 . 3 . 3 In the event of termination by reason of a material breach of the Agreement by the Designer, the Designer shall be paid that
portion of its fees and expenses that it has earned to the date of termination, less any costs or expenses incurred by Owner proximately
caused by errors or omissions of the Designer or by reason of the Designer's breach of this Agreement.
11 . 3 .4 Should this Agreement be terminated as provided under this Article 11 the Owner shall be granted, at no additional cost,
ownership of all documents, drawings , and electronic databases relating to the Project, including the ownership and use of all drawings,
specifications, documents and materials relating to the Project prepared by or in the possession of the Designer. The Designer shall turn
over to the Owner within seven (7) business days and in good unaltered condition reproducibles of all original drawings , specifications,
documents, electronic data bases and materials. In the event of such termination, and should the Owner use such drawings for completion
of the Project, the Owner shall indemnify and hold the Designer harmless , to the extent authorized by North Carolina Law, from and
against any cost, expense , damage or claim arising out of the loss of life , personal injury or damage occasioned wholly or in part by any
act or omission by the Owner, its contractor(s) , agents or employees in connection with Owner's use of such drawings, plans ,
specifications, renderings, models and other work provided as part of Basic Services and Additional Services, as 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 and its consultants may retain one set of drawings for its records .
11 . 3 . 5 [Deleted]
11 A 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 hiterruption 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 shall be equitably adjusted upon mutual agreement of the parties . If the delay is more than ninety (90) days, Designer
may terminate this Agreement . [Deleted]
11 . 5 Waiver
1 1 . 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 other breach of this Agreement or a waiver of any other required compliance with this Agreement
by the Designer.
11 . 5 . 2 Owner and Designer mutually waive any claim against each other for consequential damages. Consequential Damages include :
A. Damages incurred by Owner for loss of use, income, financing, or business ; and
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
12
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC4CB2-997F-EA672B7B6C5D
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 information designated
as confidential by either Owner or Designer 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 terns 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 pennitted 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
http://www.orangecountync. 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 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
12. 5 . 1 This Agreement represents the entire and integrated agreement between the Owner and the Designer and supersedes all prior
negotiations, representations or agreements, either written or oral . This Agreement may be amended only by written instrument signed by
both the Owner and the Designer.
12. 6 Severability
12 . 6 . 1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be
enforceable without such provision.
13
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOCACB2-997F-EA672B7B6C5D
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 when Designer has been paid in full for its Services 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 I 1 A and Article 40 of North Carolina General Statute Chapter 66 .
12 . 10 Iran Divestment and Israel Boycott
12 . 10 . 1 Designer certifies that, as of the date listed below, it is not on the Final Divestment List as created by the State Treasurer
pursuant to N . C .G . S . § 147-86. 58 or the final boycott list created by the State Treasurer pursuant to N .C . G. S . § 147-86 . 81 nor shall
Designer utilize in the performance of this Agreement any subconsultant 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) (Not applicable . Designer will not be submitting
total project cost estimates.)
Attachment D - Key Milestone Listing
Attachment E - Consultants and Key Personnel
Attachment F - Hourly Rates Schedule
Request for Qualifications
14
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC-4CB2-997F-EA672B786C5D
Statement of qualifications.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first above written in a number
of counterparts, each of which shall, without proof or accounting for other counterparts, be deemed an original contract.
ORANGE COUNTY: DESIGNER:
DocuSigned by: DocuSigned by:
By. ^autS At MIA, By. �ln NLbin VlAi"
Travis14
wtvc yren, County Manager Kevm ontgomeuy, CEO
Printed Name and Title 12/23/2025 Printed Name and Title 11124/2025
15
Revised O1/24
Docusign Envelope ID: ED9774D9-ACOC-4CB2-997F-EA672B7B6C5D
ORANGE COUNTY—INTERNAL USE ONLY
Finance Information
Vendor Name : O'Brien Atkins Associates, PA Vendor Contact Person : Tim Hillhouse Phone : 919-941 -9000 Address : PO BOx 12037
City Research Triangle Park State : NC Zip : 27709 Department: AMS Amount: $ 1 , 854, 186 Purpose : Design Contract Budget Code(s) :
61370035 -870000- 10093 Vendor # 60654
Vendor Status with NCSOS : Vendor is a BOCC consultant : Dyes ® No
Contract Details
Contract Type : ® New ❑ Amendment (Original Contract: ) (Most Recent Amendment .)
Effective Date 11 / 18/2025 End Date 11 / 18/2028 Notice Date N/A (Notice Purpose N/A)
Award
® Approved by Board (Agenda Date : 11 / 18/2025) ; ® Made or Administered by AMS
Signature Authority
® BOCC Express Delegation (Agenda Date : 11 / 18/2025 )
Policy 9.4 : ❑Under $5 ,000; ❑ Service Under $90,000; ❑ Construction Under $250,000
❑ Budget Policy Section XV (Capital Improvement Project: )
Bidding
❑ Informal Bidding ($ 30k490k) ; ® 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 ewer •y g,�Jion that was addressed :
96v, vbV ao., 11 /25l2025
Department Director ' s Signature F 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 ttbi vhwi nce standards, specifications, and requirements :
�11 � tSSOL �t 12/ 1 /2025
Office of the Risk Management Officer Date :
Financial Services
This instrument has been pre-audited in t ��}w} omooamquired by the Local Government Budget and Fiscal Control Act :
c� rtvt� 60oVLYII'ALoN
Office of the Chief Financial Officer E5lx, nrr1en4 Date : 12/15l2025
Legal Services
This agreement is approved as to legal form and sufficiency :
16
Revised 01/24
Docusign Envelope ID: ED9774D9-ACOC4CB2-997F-EA672B7B6C5D
C
DocuSlgned by:bbr Date: 12/22/2025
Office of the County Attorney
Clerk to the Board
All Docusign contracts must be copied to the Clerk upon completion : occlerkdocs@orangecountyne.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 :
17
Revised 01/24