The URL can be used to link to this page

Home My WebLink About2020-027-E Transportation - Clark Nexson Fare studyRevised 11/19 1 [Departmental Use Only] TITLE Fare Study FY 20-21 NORTH CAROLINA CONSULTING SERVICES AGREEMENT NO RFQ ORANGE COUNTY This Agreement, made and entered into this 6 day of Janurary, 2020, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Clark Nexsen, Inc., (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement (“Agreement”) is for professional consulting services to be rendered by Consultant to County with respect to (insert type of project)Consultant will conduct a fare study on behalf of the County. 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant 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. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is solely responsible for the professional quality, accuracy and timely completion and submission DocuSign Envelope ID: C8194C04-824B-41E5-BE7B-72096A4095C4 Revised 11/19 2 of all reports, drawings, specifications, plans, documents and services (hereinafter “Deliverables”) related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant 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. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant 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 Consultant. 2.2.7 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/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. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described as: CONSULTANT will conduct an analysis evaluating the impacts and benefits, as well as comparative examples applicable to considering fare free service for the County. CONSULTANT will complete a brief scan of other transit agencies that provide fare free service,including Chapel Hill. Four to five comparison agencies will be chosen based on input from the Countyand/or research into available online information CONSULTANT will assess existing revenues, costs, and ridership data based on information provided by the County to establish a baseline for assessing the impacts that would result from implementing fare free services. Demographic data will be collected for the area served by the current system and the possible impacts and benefits of fare free service will be evaluated across the County system for all users. DocuSign Envelope ID: C8194C04-824B-41E5-BE7B-72096A4095C4 Revised 11/19 3 CONSULTANT will prepare a summary memo to document the scan of comparison agencies and analysis for the County. The memo will describe the analysis, potential impacts, and recommendations for implementing a fare free service. An initial draft memo will be provided to the County. Comments will be addressed and a final memo will be prepared, incorporating input and any revised recommendations from the County. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform its activities in a timely manner. 4.1.2 Should the County determine that the Consultant is behind the agreed upon schedule, it may require the Consultant to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be January 13, 2020. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is nineteen thousand and five hundred and twenty Dollars ($19,520). Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Theo Letman to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE AND INDEMNITY DocuSign Envelope ID: C8194C04-824B-41E5-BE7B-72096A4095C4 Revised 11/19 4 7.1 General Requirements 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner’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/contract s.php). If Owner’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Consultant shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7.2 Indemnity 7.2.1 The Consultant agrees, without limitation, to 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 Consultant 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 Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 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 Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consultant 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 Consultant shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. DocuSign Envelope ID: C8194C04-824B-41E5-BE7B-72096A4095C4 Revised 11/19 5 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant 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 Consultant. 9.3.2 Should this Agreement be terminated, the Consultant 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. 9.4 Waiver 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant 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. 9.5 Suspension 9.5.1 County may suspend the work at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Consultant. Upon any suspension by County, Consultant shall discontinue the work and shall not resume the work until notified to proceed by County. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 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. Consultant 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 non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at DocuSign Envelope ID: C8194C04-824B-41E5-BE7B-72096A4095C4 Revised 11/19 6 http://www.orangecountync.gov/departments/purchasing_division/contract s.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 the definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant’s breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147- 86.58 and the Israel boycott list created pursuant to G.S. 147-86.81. 10.4 Dispute Resolution 10.4.1 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 and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant’s submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County’s Request for Proposals, attachments to the County’s Request for Proposals, the Consultant’s Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 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. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables 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. DocuSign Envelope ID: C8194C04-824B-41E5-BE7B-72096A4095C4 Revised 11/19 7 10.8 Non-Appropriation 10.8.1 Consultant 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 and 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 Consultant of the unavailability and 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, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/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 Consultant of such limitation or change in County’s legal authority. 10.9 Notices and Signatures 10.9.1 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 11A and Article 40 of North Carolina General Statute Chapter 66. 10.9.2 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 Consultant’s Name & Address Attention: Clark Nexsen, Inc. P.O. Box 8181 333 Fayetteville Street Suite 1000 Hillsborough, NC 27278 Raleigh, NC 27601 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. COUNTY: Orange County CONSULTANT: Clark Nexsen, Inc. __________________________ ____________________________ County Manager David A. Bradshaw ; Principal Printed Name and Title DocuSign Envelope ID: C8194C04-824B-41E5-BE7B-72096A4095C4 SECTION I – SCOPE OF WORK Orange County Public Transit Fare Free Analysis 1 SUPPLEMENTAL AGREEMENT NO. 1 CONTRACT: Three Year Master Agreement for Transportation and Engineering On-Call Services Dated April 1, 2019, between City of Durham, Durham County, North Carolina (CITY) and Clark Nexsen, Inc. (CONSULTANT) for Professional Transportation, Traffic, Engineering, Planning, Environmental Data collection/analyses, and related Services for the CITY and for the Durham-Chapel Hill-Carrboro Metropolitan Planning Organization (DCHC MPO). All work to be performed in accordance with the terms, limitations, and conditions of said contract. This contract (#16343) is a three (3) year term contract from April 1, 2019 through March 31, 2022. All work shall be performed in accordance with the terms, limitations and conditions of said contract. BASIC SERVICES (Lump Sum Fee) CONSULTANT will conduct an analysis evaluating the impacts and benefits, as well as comparative examples applicable to considering fare free service for Orange County Transportation Services (OCTS). CONSULTANT will complete a brief scan of other transit agencies that provide fare free service, including Chapel Hill. Four to five comparison agencies will be chosen based on input from OCTS and/or research into available online information (e.g. Florida Transit Information System Integrated National Transit Database Analysis System and agency websites and online announcements). Peers will be used to qualitatively identify potential operating effects, impacts and benefits that might be anticipated with a transition to fare free service in Orange County. CONSULTANT will assess existing revenues, costs, and ridership data based on information provided by OCTS to establish a baseline for assessing the impacts that would result from implementing fare free services. Demographic data will be collected for the area served by the current system and the possible impacts and benefits of fare free service will be evaluated across the OCTS system for all users. CONSULTANT will prepare a summary memo to document the scan of comparison agencies and analysis for OCTS. The memo will describe the analysis, potential impacts, and recommendations for implementing a fare free service. An initial draft memo will be provided to OCTS. Comments will be addressed and a final memo will be prepared, incorporating input and any revised recommendations from OCTS. CONSULTANT will coordinate with OCTS staff as needed to complete this assignment. One meeting is included in this scope of work to review and discuss the draft memo and results in addition to ongoing email and phone coordination, as well as internal project management. DocuSign Envelope ID: C8194C04-824B-41E5-BE7B-72096A4095C4 SECTION I – SCOPE OF WORK Orange County Public Transit Fare Free Analysis 2 Deliverables: Draft and Final Fare Free Summary Memo Summary of Meeting to Review Draft Memo PROJECT SCHEDULE The following is the anticipated schedule to complete the tasks of the proposed improvements: Draft Document 4 weeks following Notice to Proceed Final Document 4 weeks following Receipt of Comments from County COMPENSATION TO CONSULTANT The CONSULTANT shall be paid in accordance with SECTION V of the referenced contract for a total fee of $19,520.00. SUBMITTED: DATE: October 22, 2019 David A. Bradshaw, PE Principal ORANGE COUNTY APPROVED AS TO CONTENT: ________________________________________ DATE: ___________________________ APPROVED: DATE: Name and Title: DidABdh PE DocuSign Envelope ID: C8194C04-824B-41E5-BE7B-72096A4095C4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of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ocuSign Envelope ID: C8194C04-824B-41E5-BE7B-72096A4095C4