HomeMy WebLinkAboutOTHER-2026-014-Professional Services Contract with Catawba Valley Engineering and Testing P.C., for Lake Orange Intake Tower Replacement Project Geotechnical services Docusign Envelope ID : E06C8DFC- E462-4194-9F76-3BFA98E55192 f`1` ` L ( g L
[Departmental Use Only]
TITLE LO Geotech_Catawba
FY 25-26
NORTH CAROLINA
SERVICES AGREEMENT RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement") , made and entered into this 5th day of
March, 2026 , ("Effective Date") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the " County" ) and Catawba Valley
Engineering and Testing, P . C . , (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 Services Agreement ("Agreement ') is for services to be rendered by
Provider to County with respect to (insert type of project) : Professional
Geotechnical Services for the Lake Orange Intake Tower Replacement Project.
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and firlly 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.
1 ) 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
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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 failber redesign .
3 . Basic Services
a . Basic Services .
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i) 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 - 005464 for "Professional
Geotechnical Services - Lake Orange Intake Tower Replacement Project" issued
October 27 , 2025 , and the Provider ' s proposal , which are fully incorporated and
integrated herein by reference together with Attachments N/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 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 .
ii) 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 . )
Milestone Task Milestone Date Milestone Fee
1 .
Mobilization March 7, 2026 $485537 . 50
2 . Subsurface Exploration using SPT Methods & Lab Testing
April 24 , 2026 $48 , 537 . 50
3 .
4 .
5 .
6 .
7 .
8 .
9 .
10 .
iii) Should County reasonably determine that Provider has not met the Milestone
Dates established in Section 3 (a) (ii) , County shall notify Provider of the failure to
meet the Milestone Date . The County, at its discretion may provide the Provider
seven (7) days to cure the breach . County may withhold the accompanying
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 farther obligation to Provider. This section shall not be
interpreted to limit the definition of breach to the failure to meet Milestone Dates .
4 . Duration of Services
a . Term . The term of this Agreement shall be from March 5 , 2026 to April 24 , 2026 .
b . Scheduling of Services
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i) 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 March 5 ,
2026 .
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 NINETY SEVEN THOUSAND SEVENTY FIVE
AND 00/ 100 Dollars ($ 97 , 075 ) . 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) (ii)
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 .
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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. `
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6. Responsibilities of the County
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a . Cooperation and Coordination . The County has designated ( ChristopherJ 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 .
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7 . Insurance
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
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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 .
C . Compensation After Termination .
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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
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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 f
than the parties hereto (and their respective successors , heirs and permitted assigns), any i
rights , remedies , or obligations .
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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 t
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 : //www . oran eg counter og v/departments/purchasing division/contracts . php . ) Any
violation of this requirement is a breach of this Agreement and County may immediately
tenninate 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
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 E
a
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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 .
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 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 .
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 and Government Action . 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 .
hl 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 .
i . Signatures .tures . This Agreement together with any amendments or modifications may be
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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 . Cody Dobbins , P . E .
P . O . Box 8181 1490 S . Center Street
Hillsborough , NC 27278 Hickory, NC 28602
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 :
Signed by:
sgo.d by:
By : Etas il(ow By : ( ,
Jean amilton, Chair, Orange County Coo y` o ��iins , P . E . (Vice President)
Board of County Commissioners Catawba Valley Engineering and Testing , P . C . j
P14inted Name and Title
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ORANGE COUNTY-INTERNAL USE ONLY
Finance Information
Vendor Name : Catawba Valley Engineering and Testing, P . C . Vendor Contact Person : Cody Dobbins , P .E .
Phone : 828 - 578 -9972 Address : 1490 S . Center Street City Hickory State : NC Zip : 28602 Department: Planning
Amount : $ 97 ,075 Purpose : Professional Geotechnical Services for the Lake Orange Intake Tower Replacement
Project Budget Code(s) : 61370035 - 870001 - 10074 (CIP - Professional Services " Intake Tower) Vendor # TBD
Vendor Status with NCSOS : Current Vendor is a BOCC consultant: ❑ Yes ® No
Contract Details
Contract Type : ® New ❑ Amendment (Original Contract : ) (Most Recent Amendment )
Effective Date March 5 , 2026 End Date April 24, 2026 Notice Date March 5 , 2026 (Notice Purpose )
Award
® Approved by Board (Agenda Date : March 5 , 2026) ; ❑ Made or Administered by
Signature Authority
® BOCC Express Delegation (Agenda Date : March 5 , 2026)
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(# J
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 :
° WgnedEr 3 / 19 /2026
Department Director ' s Signature Sf6w Date :
�-640MW7E4DA402 .
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 :
Wgnad 'r 3 / 20/2026
Office of the Risk Management Officer E/AttliSS& Date :
EE4P4IMF64E ._
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
° 51p Mby: 3 / 20/ 2026
Office of the Chief Financial Officer Ea l��Orw Date :
7NE5101AC01409._
Legal Services
This agreement is approved as to legal form and sufficiency :
�sluned or. Date : 3 / 23 / 2026
Office of the County Attorney
ata°c46os4eAnFs..
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:
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Office of the Cleric to the Board Date :
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