HomeMy WebLinkAbout2020-513-E Transportation-Ferguson Transit Solutions fleet consultantRevised 12/18
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[Departmental Use Only]
TITLE Fleet Consultant
FY 20-21
NORTH CAROLINA
CONSULTING SERVICES AGREEMENT
UNDER $90,000
ORANGE COUNTY
This Agreement, made and entered into this 5 day of November, 2019, (“Effective Date”)
by and between Orange County, North Carolina a body politic and corporate of the State of
North Carolina (hereinafter, the "County") and Ferguson Transit Solutions, LLC, (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)Assist Orange County
Public Transit and Fleet Management to improve services to the General Public. Professional
services include a wide range of services including, but not limited to, fleet reliability; vehicle
life cycle; meeting FTS compliance; operations audit; maintenance audit; and safety procedures,
as well as services referenced in Attachment A hereto.
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
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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
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
herein and as described in Exhibit A.
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.
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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 November
6, 2019.
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 under this Agreement except for any authorized
Reimbursable Expenses which are defined herein. The maximum amount payable for Basic
Services is Twenty-Eight Thousand and One Hundred and Sixty-Five Dollars ($28,165.00 ).
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 Ferguson Transit Solutions, LLC 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
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
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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.
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
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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 o f 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 anti-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
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
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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.
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
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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: Ferguson Transit Solutions, LLC
P.O. Box 8181 675 Crowe Road
Hillsborough, NC 27278 Statham, GA 30666
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: Ferguson Transit Solution
__________________________ ____________________________
County Manager Terry Ferguson, President/CEO
Printed Name and Title
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ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: Ferguson Transit Solutions, LLC Party/Vendor Contact Person: Terry Ferguson Contact
Phone: (678) 227-4936 Party/Vendor Address: 675 Crowe Road City Statham State: GA Zip: 30666 Department:
Transportation Services Amount: 25,000 Purpose: Fleet Consulting Budget Code(s): 630000/10435120 Vendor #
65495 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New
Renewal Amendment Effective Date 11/6/2019 Approved by Board Yes No Agenda Date:
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly descri be the nature of the emergency condition that
was addressed:
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
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5/28/2020
5/28/2020
7/9/2020
7/9/2020
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FTS Ferguson Transit Solutions, LLC TO: Theo Letman, Transportation Director Orange County Transportation Services
H� ARE COAfMITIED TO HELPING OlTR
C[ r_<,'TOMJ:;JiS S[ 7CC'EED IN PROI 7DING
Q[TALI7YTRANSPORTATIONSER17CES TO
THEIR C[ z-;roMER$'.
CC: TeLeishia Holloway, Transportation Administrator Orange County Transportation Services
FROM: Terry Ferguson, President/CEO Ferguson Transit Solutions
SUBJECT: Pre-Delivery Inspection Estimate
DATE: May 27, 2020
FTS appreciates the opportunity to provide an estimate for a pre-deli very inspection of a Mobile Dental Clinic.
Estimate includes: Mobile Dental Clinic Pre-Delivery Inspection and Travel Cost. A number of the flights are sold out to Columbus John Glenn Airport. As soon as the administrative details are covered by Orange County, FTS can proceed with a flight reservation. Cost of travel is based on three days of travel; however, travel could require four days, rather than three days, depending on flight availability.
Mobile Dental Clinic, Pre-Delivery Inspection (Includes Inspection and Report) $2,080.00
Travel Cost
Total
Air Fare (Changes Daily)
BaggageHotel Airport Parking Meals Mileage (108 Miles) Contingency (Transportation)
Thank you, L ��-.(; �arguson, President / CEO
$1,114.84
$3,194.84
$316.20$60.00$375.00 $39.00 $187.00 $62.64 $75.00
675 Crowe Road Statham, GA 30666 (678)227-4936
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[Departmental Use Only]
TITLE Fleet Consultant
FY 20-21
NORTH CAROLINA
CONSULTING SERVICES AGREEMENT
UNDER $90,000
ORANGE COUNTY
This Agreement, made and entered into this 5 day of November, 2019, (“Effective Date”)
by and between Orange County, North Carolina a body politic and corporate of the State of
North Carolina (hereinafter, the "County") and Ferguson Transit Solutions, LLC, (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)Assist Orange County
Public Transit and Fleet Management to improve services to the General Public. Professional
services include a wide range of services including, but not limited to, fleet reliability; vehicle
life cycle; meeting FTS compliance; operations audit; maintenance audit; and safety procedures,
as well as services referenced in Attachment A hereto.
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
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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
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
herein and as described in Exhibit A.
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.
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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 November
6, 2019.
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 under this Agreement except for any authorized
Reimbursable Expenses which are defined herein. The maximum amount payable for Basic
Services is Twenty-FiveThousand Dollars ($25,000.00 ). 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 Ferguson Transit Solutions, LLC 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
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
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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.
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
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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 o f 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 anti-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
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
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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 wit hout 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.
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
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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: Ferguson Transit Solutions, LLC
P.O. Box 8181 675 Crowe Road
Hillsborough, NC 27278 Statham, GA 30666
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: Ferguson Transit Solution
__________________________ ____________________________
County Manager Terry Ferguson, President/CEO
Printed Name and Title
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ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: Ferguson Transit Solutions, LLC Party/Vendor Contact Person: Terry Ferguson Contact
Phone: (678) 227-4936 Party/Vendor Address: 675 Crowe Road City Statham State: GA Zip: 30666 Department:
Transportation Services Amount: 25,000 Purpose: Fleet Consulting Budget Code(s): 630000/10435120 Vendor #
65495 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New
Renewal Amendment Effective Date 11/6/2019 Approved by Board Yes No Agenda Date:
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
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11/21/2019
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