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1 <br />Revised 01/24 <br />[Departmental Use Only] <br />TITLE Gateway Elevator Upgrades <br />FY 2024-2025, RFQ5400 <br />NORTH CAROLINA <br /> PROFESSIONAL SERVICES CONTRACT <br />ORANGE COUNTY <br />THIS PROFESSIONAL SERVICES CONTRACT (hereinafter called “Agreement”), made as of the 25th day of September, 2024, by and between Smith <br />Sinnett Architecture, P.A., a professional architectural (architectural/engineering/landscape architectural-select one) firm with a partner or principal <br />registered in North Carolina as a licensed architect with offices in North Carolina (hereinafter called the “Designer”) and Orange County, a political <br />subdivision of the State of North Carolina, (hereinafter called the “County,” “Orange County,” or “Owner”). <br />W I T N E S S E T H: <br />Whereas the Owner published a Request for Qualifications and the undersigned Designer submitted a responsive Statement of Qualifications evaluated <br />and approved by Owner; and <br />Whereas the Designer and the Owner now wish to form and memorialize their agreement for services and for the consideration herein named do hereby <br />agree as follows: <br /> <br />ARTICLE 1 <br />SCOPE OF WORK <br />1.1 Scope 1.1.1 This Agreement is for professional services to be rendered by Designer to Owner with respect to a project known as Gateway <br />Elevator Upgrades (herein referred to as the "Project"). The Project is located in Orange County, North Carolina. It is described more particularly in <br />Attachment A. <br />1.1.2 By its execution of this Agreement, the Designer represents and agrees that it is qualified and fully capable to perform and provide professional <br />services and other services required or necessary under this Agreement in a fully competent, professional and timely manner, and that its Consultants <br />are also fully capable and qualified to perform and provide the services that they will provide hereunder. <br />1.1.3 Time is of the essence of this Agreement. <br />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 <br />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 <br />Owner and Designer by Amendment or Addendum to this Agreement. <br />Compensation to the Designer for Basic Services under this Agreement shall be as set forth herein, and compensation for Additional Services shall be as <br />set forth herein or in any Amendment or Addendum providing for them. All services performed by the Designer not identified as Additional Services in <br />Article 5 or in a written Amendment or Agreement entered into by the Owner and the Designer and providing for additional compensation for such <br />additional services relating to the Project shall be deemed to be Basic Services provided without additional compensation. <br />ARTICLE 2 <br />DEFINITIONS <br />2.1 Definitions <br />2.1.1 Additional Services – Those services to be performed by Designer beyond the Basic Services. See Section 1.1.4 and Article 5. <br />Docusign Envelope ID: 196912C2-67A5-483D-B2E7-A776E88A6770