HomeMy WebLinkAboutOTHER-2026-035-Approval of a Contract with GAR Associates, LLC to Evaluate the Reappraisal Docusign Envelope ID : 514EC1E0-3B72-8741 -810A-AE00287DD37F
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[Departmental Use Only]
TITLE Evaluation of the
Reappraisal and Tax Assessment Process in Orange County
FY 2025-26
NORTH CAROLINA
SERVICES AGREEMENT RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement") , made and entered into this 5th day of
May, 2026 , ("Effective Date") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the " County " ) and GAR Associates , LLC ,
(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 ofproject) : Evaluating the reappraisal and tax
assessment process in Orange County and making recommendations for
improvement.
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 .
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
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with applicable federal , state and local laws and regulations applicable to the
performance of these services . Provider is solely responsible for the professional
quality, accuracy and timely completion and submission of all work related to the
Basic Services .
ii ) Provider shall be responsible for all errors or omissions of its agents , contractors ,
employees , or assigns in the performance of the Agreement . Provider shall correct
any and all errors , omissions , discrepancies , ambiguities , mistakes or conflicts at
no additional cost to the County .
iii) The Provider shall not , except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County . No permission for subcontracting shall create ,
between the County and the subcontractor, any contract or any other relationship .
Provider ' s use of third party vendors used in its customary business operations shall
not be a subcontract or assignment of the work hereunder.
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 .
3 . Basic Services
a . Basic Services .
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 RFP367 -005469 for "An Evaluation of
the Reappraisal and Tax Assessment Process in Orange County" issued December
19 , 2025 , and the Provider ' s proposal , which are frilly incorporated and integrated
herein by reference together with Attachments A - Milestone Payment Schedule
(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 .
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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 . See Attachment A - Milestone Payment Schedule
2 .
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 will 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 further 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 Mays , 2026 to October 30 , 2026 .
b . Scheduling of Services
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 May 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
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detennined by the County) performed pursuant to this Agreement. The maximum amount
payable for Basic Services is One Hundred Ten Thousand Dollars ( $ 110 , 000) . In the event
the amount stated on an invoice is disputed by the County, the County may withhold
payment of all or a portion of the amount stated on an invoice until the parties resolve the
dispute . Payment for Basic Services shall become due and payable in direct proportion to
satisfactory services performed and work accomplished . Payments will be made as
Project milestones as set out in Section 3 (a) ( 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 . Payments shall
be made within fifteen ( 15 ) days of an invoice .
b . Additional Services . County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a . Cooperation and Coordination . The County has designated ( Travis Myren ) 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 .
7 . Insurance
i
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 ( 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 pail by the negligence or misconduct of the Provider except to the
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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 . 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 .
b . 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 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 that have been produced up to
that point, including any electronic data or files relating to the Project.
c . Waiver. The payment of any sums by the County under this Agreement or the failure of
a party to require compliance by the other party with any provisions of this Agreement or
the waiver by a party of any breach of this Agreement shall not constitute a waiver of any
claim for damages for any breach of this Agreement or a waiver of any other required
compliance with this Agreement .
d . Suspension . County may suspend the Basic Services and this Agreement at any time for
County ' s convenience and without penalty to County upon ten ( 10) days ' notice to
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Provider. Upon any suspension by County , Provider shall discontinue the Basic Services
and shall not resume the Basic Services until notified to proceed by County .
11 . Additional Provisions
a . Limitation and Assignment . The County and the Provider each bind themselves , their
successors , assigns and legal representatives to the terms of this Agreement . Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other. 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 .
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 ecountync , og v/departments/purchasingdivision/contracts . php . ) Any
violation of this requirement is a breach of this Agreement and County may immediately
terminate this Agreement without further obligation on the part of the County . This
paragraph is not intended to limit and does not limit the definition of breach to
discrimination . By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes if at any point during the term of this Agreement
they employ any employees in North Carolina. 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 . j
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 .
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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 .
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 .
i . Signatures . This Agreement together with any amendments or modifications may be
executed electronically . All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article 1 I 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 : Travis Myren GAR Associates , LLC
P . O . Box 8181 855 NYA46, Suite 130
Hillsborough , NC 27278 Clifton Park, NY 12065
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 :
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DOCUSigned by: -•-• Signed by:
By ; ------ =fiVaanis M �yun By ; awi� baVt kff
Travis Myren °"3E8' e ' ZB36'84 , . . David Barn ;�EIOIM! nber
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