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Docusign Envelope ID:A2263B78-7746-40A2-A238-D34F6FAD8083 <br /> [Departmental Use Only] <br /> TITLE Design for Crisis Diversion Facility <br /> FY 2024/2025 <br /> NORTH CAROLINA <br /> PROFESSIONAL SERVICES CONTRACT <br /> ORANGE COUNTY (CONTRACT SPECIFIC REVISIONS 9/6/2024 <br /> NOT TO BE USED WITH OTHER CONTRACTS) <br /> THIS PROFESSIONAL SERVICES CONTRACT(hereinafter called "Agreement"),made as of the 23rd day of September,2024,by and between CPL <br /> Architecture Engineering Planning, a professional Architerctural (architectural/engineering/landscape architectural-select one) firm with a partner or <br /> principal registered in North Carolina as a licensed Architerctural, Engineering and Planning with offices in North Carolina (hereinafter called the <br /> "Designer")and Orange County,a political subdivision of the State of North Carolina,(hereinafter called the"County,""Orange County,"or"Owner"). <br /> WITNESSETH: <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 /> 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 Crisis <br /> Diversion Facility(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 /> 1 <br /> Revised 01/24 <br />