STATE OF
This Agreement entered into this
____ day of _________, 2003, by and between the Town of Chapel Hill, North
Carolina, herein referred to as the “Town”, and Stainback Public/Private Real
Estate LLC of 3 Somerset Lane, Malvern, Pennsylvania 19355, herein referred to
as the “Consultant”, for services hereinafter described for the Town of
WITNESSETH
Whereas, the Town is entering into this Agreement to engage
the services of an economic development consultant to assist the Town as it
considers options to develop Town Parking Lots 2 and 5;
That for and in consideration of the mutual promises and
conditions set forth below, the Town and Consultant agree to the following.
ARTICLE 1: TERMS OF CONTRACT
The Consultant shall commence
services on _______________, 2003, and this contract shall continue for a
period of up to 48 months unless extended by written agreement of both parties.
ARTICLE 2 – CONTRACT
ADMINISTRATION
Services of the Consultant and
administration of this Contract shall be under the general direction of the Town
Manager or his designee.
ARTICLE 3 – SCOPE OF SERVICES
IN WORK STATEMENT (ATTACHED)
Consultant work in providing
economic development consultant services shall be carried out in six phases as
follows:
Part 1A – Development of a Market Demand Study
Part 1B – Development of Master
Plans for the Two Sites
Part 1C – Cost Estimation and
Financial Analysis
Part 2 – Developer Solicitation
and Selection
Part 3 – Developer Negotiations
Part 4 – Serve as Owner’s
Representative During Construction
Following completion of Part 1A,
work on any subsequent part shall proceed only following authorizations by the
Town Council. Following completion of each Part leading up to Part 4, the Town
and Consultant will mutually agree upon task modifications and any appropriate
modifications to Exhibit A, Work Statement, if any, and payments prior to the
issuance of an authorization to proceed.
At some point in the process described under Scope of Work
in Exhibit A, the Town Council may decide to pursue the development of either
ARTICLE 4 – PAYMENTS TO
CONSULTANT
Payments shall be made according
to the Payment Schedule in Exhibits A and C. Direct Expenses (which include airfare,
lodging, ground transportation, mileage, parking, purchase of materials, if
any, and other project-related expenses) will be billed at cost. Allocated Expenses shown in the Fees and
Payment Schedule sections of Exhibit A are calculated at nine and one-half
percent (9½ %) of the professional fees totals to cover telephone, facsimile,
and overnight mail expenses, secretarial and accounting support, and other
indirect costs.
ARTICLE 5 – PAYMENT OF
INVOICES
The Contractor shall submit a
bill to the Town for work performed under the terms of this Agreement. Invoices received from the Consultant
pursuant to this Contract will be reviewed by the Town’s Contract Administrator
and approved by the Town Manager. Payment will be made by the Town within
thirty (30) days of receipt of an accurate invoice, approved by the contact
person or his/her designee.
ARTICLE 6 – Suspension or Termination
In the event
that the Consultant shall enter bankruptcy proceedings or be declared
insolvent, or liquidate all or substantially all of its assets, or shall
significantly reduce its services or accessibility to Chapel Hill residents
during the term of this Agreement, or if the Consultant materially fails to
comply with any term of this Agreement or with any of the rules, regulations or
provisions referred to herein, or in the event that the Consultant shall fail
to render a satisfactory accounting as provided herein, then and in that event,
the Town may suspend or terminate this Agreement.
Either party may terminate this
contract at any time by giving written notice to the other party of such
termination and specifying the effective date thereof at least 30 days before
the effective date of such termination.
In the event of any termination for convenience, all unfinished
documents, data, reports or other materials prepared by the Subrecipient under
this Agreement shall, at the option of the Town, become the property of the
Town and the Subrecipient shall be entitled to receive just and equitable
compensation for any satisfactory work completed on such documents or materials
prior to the termination.
Throughout this
process the Town may determine it is not in its best interest to proceed with the
remaining phases of this Contract. The Town reserves the right to terminate
this Contract following the completion of each of the following parts: Part 1A,
Part 1B, Part 1C, Part 2 and Part 3. The total fees for Parts 1A, 1B, 1C and 2
are fixed; fees for the developer negotiations phase (Part 3) will be invoiced
at an hourly rate, with a cap on fees for Part 3 set at $50,000 not to be
exceeded without Town Council authorization.
ARTICLE 7 – INSURANCE
In the
performance of work and services under this Agreement, Consultant agrees to
comply with all Federal, State and Local laws and regulations now in effect, or
hereinafter enacted during the term of this Agreement that are applicable to
the Consultant, its employees, agents or subcontractors, with respect to work
and services described herein.
Consultant
shall maintain Worker’s Compensation Insurance in full force and effect during
the life of the contract covering all Consultant employees in performance of
work under the contract.
Worker’s
Compensation: Coverage to apply for all employees for
statutory limits in compliance with the applicable state and federal laws. The policy must include employer’s liability
with a limit of $100,000 for each accident, $100,000 bodily injury by disease
each employee and $500,000 bodily injury by disease policy limit.
Comprehensive
General Liability: Shall have minimum limits of $1,000,000 per
occurrence combined single limit for bodily injury liability and property
damage liability. This shall include
premises and/or operations, independent contractors, products and/or completed
operations, broad form property damage and explosion, collapse and underground
damage coverage, sudden and accidental pollution losses, and a contractual
liability endorsement.
Business Auto
Policy: Shall have minimum limits of $1,000,000 per
occurrence combined single limit for bodily injury liability and property
damage liability. This shall include: owned vehicles, hired and non-owned vehicles
and employee non-ownership.
Special Requirements:
The Town of
Current, valid
insurance policies meeting the above requirements shall be maintained for the
duration of the project. Renewal
certificates shall be sent to the Town of
It shall be the
responsibility of the Contractor to insure that all subcontractors comply with
the same insurance requirements that he is required to meet.
Hold Harmless: The
Contractor agrees to indemnify and hold harmless the Town of Chapel Hill from
all loss, liability, claims or expense (including reasonable attorneys’ fees)
arising from bodily injury, including death or property damage to any person or
persons caused in whole or in part by the negligence or willful misconduct of
the Contractor except to the extent same are caused by the negligence or
misconduct of the Town.
ARTICLE 8 – DUTIES OF
CONSULTANT
The Consultant shall perform
those professional Tasks described in Exhibit A.
ARTICLE 9 – DUTIES OF TOWN
The Town shall have an active
role in the performance of the work including the following:
ARTICLE 10 – SUBCONTRACTING
Town approves the inclusion in
the engagement by the Consultant of the following Subcontractors to perform
work as described in Exhibit A:
ARTICLE 11 – AMENDMENTS AND
MODIFICATIONS
Amendments and/or modifications
of this Contract must be made by written contract amendment signed by each of
the parties. Additions and deletions are considered amendments.
ARTICLE 12 – LEGAL GOVERNANCE
This Contract shall be governed
by and interpreted in accordance with the laws of the State of
ARTICLE 13 – DISPUTE RESOLUTION PROCESS
This Contract is subject to the provisions of Chapter 496
of the 2001 North Carolina Session Laws requiring a dispute resolution
process. Accordingly, the following
procedure shall be used to resolve any disputed issues arising out of this
Contract or the construction process thereunder, where the amount in
controversy exceeds $10,000.
1.
At the request of any
party with a substantial interest in the dispute, all other parties shall, in
good faith, participate in the dispute resolution process set out in paragraph
2 below, and make good faith efforts to resolve the matter in dispute through
such process.
2.
The parties to the
dispute shall participate in a mediated dispute settlement conference.
2.1
If the parties to the
dispute are able to agree on a mediator or a process for selection of a
mediator for the conference, they shall also scheduled a date for the
mediation, which shall be conducted within 45 days of the request for
mediation.
2.2
If the parties to the
dispute are unable to agree on a mediator for the conference the mediator shall
be selected according to the following procedure:
a.
The name of a
certified mediator in the North Carolina Judicial District 15-B shall be
selected at random from among a list of all mediators certified in District
15-B according to the local rules for Civil Superior Court, Judicial District
15-B.
b.
In the event the
mediator selected is unable to serve, the random selection process shall
continue until a mediator is selected who can serve.
c.
Upon selection of a
mediator by this method, the mediator shall schedule a date for mediation which
shall be conducted within 45 days of the selection.
3.
In the event the
dispute resolution process set out in paragraph 2, above, does not lead to a
full resolution of the matters in dispute, all parties may use any other
legally available procedures to seek resolution of the disputed matters.
4.
The cost of the
dispute resolution process provided above shall be borne as follows: “The costs shall be divided evenly among the
parties involved in the dispute except that the Town, if a party to the
dispute, shall be responsible for a minimum of one-third of the cost of the
process.
IN WITNESS WHEREOF, the parties
hereunto cause this agreement to be executed in their respective names. This the ______day of ______________, 2003.
STAINBACK PUBLIC/PRIVATE REAL ESTATE LLC
_______________________________ ________________________
SIGNATURE TITLE
_______________________________ _________________________
ATTEST TITLE
TOWN OF CHAPEL HILL
_____________________________
TOWN MANAGER
ATTEST BY TOWN CLERK:
____________________________
TOWN CLERK TOWN SEAL
Approved as to Form and
Authorization
______________________________
TOWN ATTORNEY
This instrument has been
pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
________________________________ _________________________________
FINANCE DIRECTOR PLANNING
DEPARTMENT DIRECTOR