HomeMy WebLinkAbout2021-679-E-Planning-Interlocal agreenent-Interlocal agreement between City of Durham and Orange County regarding cost sharing for transit plan government study i'
4
INTERLOCAL AGREEMENT BETWEEN THE CITY OF DUHAM, ORANGE COUNTY, AND DURHAM };
COUNTY REGARDING COST SHARING FOR TRANSIT PLAN GOVERNANCE STUDY
THIS AGREEMENT, is made and entered into this day of 2021 ( "Effective
Date" ) among the City of Durham , a municipal corporation in Durham County, North Carolina
( hereinafter referred to as the "City" ), Durham County and Orange County, both political subdivisions of }
the State of North Carolina ( hereinafter collectively referred to as "Counties" ) . The City and Counties
shall be collectively referred to as the " parties . " I'
c
i
WITNESSETH j
WHEREAS, the City and Counties are public bodies, politic and corporate, under the laws of the
State of North Carolina and are vested with the power and authority by Article 20 of North Carolina I
E
General Statutes Chapter 160A to enter into the Interlocal Agreement ( hereinafter referred to as the
r
"Agreement" ) ,
WHEREAS, the Counties are developing new transit plans and desire to engage a third party
Consultant to provide a new implementation Agreement and a Policies and Procedures Manual to
f
implement the plans ,
WHEREAS, the City, as a stakeholder in the transit plans, will be the contracting authority with
the Consultant, who will be selected from the Durham- Chapel Hill-Carrboro Metropolitan Planning
Organization 's ( hereinafter referred to as "DCHC MPO" ) On-Call Professional Services roster, and will
invoice the Counties for reimbursement of costs .
L BACKGROUND
O
Durham and Orange counties are currently developing a new transit plan to guide future transit
investments. The Counties have identified the need for a new Implementation Agreement to
reflect the priorities of the new plan and to consider new roles and responsibilities for the
partners . The proposed scope of the Transit Plan Governance Study for Durham and Orange
Counties is attached hereto as Exhibit A.
The Counties desire to engage a third party consultant ( "Consultane ) to provide an objective
analysis of the current agreement, identify the goals of each agency, evaluate options for roles
and responsibilities that incorporate best practices from other regional transit efforts, and
facilitate discussions among the parties that will lead to a final recommended Agreement .
As a member of the DCHC MPO, Durham County will rely on the DCHC MPO's On -Call
Professional Services contract for this study . In order to expedite the contracting, the contract
will be with the City of Durham but with management by Durham County Staff,
2. ROLES
i
I
In consultation with the City, Durham County shall be the party responsible for the solicitation,
selection, and management of the Consultant and the negotiation of the contract ( referred to as
the "Consultant Supplemental Agreement" ) . Durham County will coordinate with Orange
County throughout this process to ensure the Consultant Supplemental Agreement is responsive
to both counties' needs.
City shall be responsible for the execution of the contract with the Consultant and the payment
of the Consultant' s invoices ,
j;
3 . REIMBURSEMENT OF COSTS
The City shall be responsible for the prompt payment of all invoices from the Consultant. Prior
to approving invoices for payment, the City shall receive concurrence from the Counties. The
I:
Counties agree to provide concurrence or objections within three (3 ) business days of receiving j
the invoice from the City. Should either County have any objections to the invoices, it shall
provide a specific written explanation to the City of its objection, including the portion of the
invoice that is objectionable and the reasons why .
c
I
The City shall invoice each County 50% of the Consultant' s invoice total for reimbursement . The
total amount to be invoiced will be based on the Consultant Supplemental Agreement . Each
County shall remit payment of the invoiced amount within 30 days of receipt . The City shall not '
be responsible for any costs relating to this Agreement or the Consultant Supplemental
Agreement .
The amount encumbered and paid under this contract shall not exceed $ 105, 667 , 68 . The total
amount encumbered and paid under this contract by Orange County and Durham County shall
not exceed $ 52, 833 .84 each .
C'
4. DURATION AND TERMINATION
A . Term of Agreement. This Agreement shall take effect upon the Effective Date provided j
above and shall endure until December 31, 2022 unless terminated earlier as provided ,
below .
B . Termination for_Convenience . Either party may terminate this Agreement for its
convenience . The terminating party shall notify the other parties in writing at least sixty ( 60)
days in advance of such election to terminate this Agreement. Any termination by either
County shall not take effect until the Counties have made full and completed
reimbursement to the City for all costs incurred by the City under the Supplemental
Agreement with the Consultant through the date of termination .
Co Termination of Study . if the Durham Transit Plan Governance Study is cancelled prior to its'
completion, this Agreement will terminate upon the City receiving reimbursement from the
Counties of the Consultant's final invoice .
5 . NOTICE
All notices, communications, documents, and other materials submitted or exchanged between
the Parties pursuant to this Agreement shall be in writing and shall be addressed to the
representatives for each party as set forth below and shall be deemed to have been duly given ( 1 )
on the date of delivery, if delivered personally to the party to whom notice is given, or ( ii ) on the
date of actual receipt if mailed by United States mail, postage prepaid, return receipt requested ,
Telephonic and electronic mail communications and facsimile transmittals may be used to expedite
communications, but neither shall be considered official communications under this Agreement
unless and until confirmed in writing by the party to whom the communication was sent. A party
shall promptly notify the other party if there is a change regarding the person (s) to whom notices
and other communications shall be directed . Notices and other communications shall be directed
to the parties at the addresses listed below:
A . If to Durham County: Attn : Transportation Manager, Durham County
Delivery : 201 East Main St
Rurham, NC 27701
Email : ebeckmann@dconc.gov
With a copy to : Attn : Senior Assistant County Attorney, Durham County
Delivery: 200 East Main St
Durham , NC 27701
Email : wdarby@dconc. gov
B . If to Orange County: Attn : Orange County Manager
Delivery: PO Box 8181
Hillsborough, NC 27278
Email : bhammersley@orangecountync.gov
With a copy to : Attn . Orange County Planning Director
Delivery: 131 West Margaret Lane; Ste 201
Hillsborough, NC 27278
Email : cbenedict@orangecountync .gov
C. If to City : Attn : Director of Transportation, City of Durham
Delivery and US Malls, 101 City Hall Plaza,
Durham, NC 27701
Email : sea n . egan@durhamnc , gov
With a copy to : Attn : Senior Assistant City Attorney, City of Durham
Delivery and US Mail : 101 City Hall Plaza,
Durham, NC 27701
Email : fred . lamar@durhamnc .gov
6. STATE LAW REQUIREMENTS.
A. City and Counties agree, pursuant to NCGS 147-86 .55 et seq ., that each will not do business
i
j
i
with any company appearing on the list of companies determined to be engaged in
investment activities in Iran by the North Carolina State Treasurer,
B . City and Counties agree, pursuant to NCGS 147 -86 . 80 et seq ., that each will not do business
with any company appearing on the list of companies determined to be engaged in a boycott
of Israel by the North Carolina State Treasurer,
C. Orange County further agrees to not contract with any entity suspended, debarred, or
otherwise ineligible for engaging in business under public contracts.
D . City and Counties agree to comply, and to require their contractors to comply, with the
requirements of Article 2 of Chapter 64 of the North Carolina General Statutes ( &Verify) ,
7, GENERAL PROVISION &
A. Compliance with Applicable Laws and Regulations. Each Party shall be responsible for
compliance with legal and regulatory requirements applicable to procurement and
implementation .
1
I
B . Amendments, Any changes, amendments, corrections, modifications, oradditions to this
Agreement shall be by an amendment in writing; shall be executed and approved by the
duly authorized representative (or her/his designee) of each respective Party; shall be in
accordance with applicable law; and shall become effective upon approval by both
GoTriangle and City.
C. Appointment of Personnel. The Durham City Manager shall designate persons to
carry out the City` s obligations under this Agreement . The Durham County
Manager shall designate persons to carry out Durham County's obligations under
this Agreement , The Orange County Manager shall designate persons to carry out
Orange County"s obligations under this Agreement.
D . Governing Law. The laws of the State of North Carolina shall control and govern this
Agreement .
E . Waiver. No action orfallure to act bythe City or Counties shall constitute a waiver of any
of its rights or remedies that arise out of this contract, nor shall such action or failure to
act constitute approval of or acquiescence in a breach thereunder, except as may be
specifically agreed in writing .
F . Performance of Government _ Functions. Nothing contained in this Agreement shall be
deemed or construed so as to in any way estop, limit, or impair the City from exercising
or performing any regulatory, policing, legislative, governmental, or other powers or
functions.
G . Severability. If any provision of this Agreement shall be unenforceable, the remainder of
this Agreement shall be enforceable to the extent permitted by law.
i
H . Notice of Policy . THE CITY OPPOSES DISCRIMINATION ON THE BASIS OF RACE AND SEX j
AND URGES ALL OF ITS CONTRACTORS TO PROVIDE A FAIR OPPORTUNITY FOR
MINORITIES AND WOMEN TO PARTICIPATE IN THEIR WORK FORCE AND AS 4
E
SUBCONTRACTORS AND VENDORS UNDER CITY CONTRACTS . No party or contractor may
discriminate based upon race, ethnicity, color, national origin, religion, creed, age, sex, I
gender, gender identity, gender expression, marital status, familial status, disability,
political affiliation, veteran status, disabled veteran status .
I . Limited ThirdoParty Rights Created . This Agreement is intended for the benefit of the City
and Counties and not any other person, except to the extent otherwise expressly stated
in this contract.
J , Principles of Interpretation and Definitions. ( 1 ) The singular includes the plural and the
plural the singular. The pronouns "it" and "its" include the masculine and feminine ,
References to statutes or regulations include all statutory or regulatory provisions
consolidating, amending, or replacing the statute or regulation . References to contracts
and agreements shall be deemed to include all amendments to them . The words
" include, " "Including, " etc. mean include, including, etc , without limitation . ( 2 )
References to a "Section " or "section" shall mean a section of this contract . (3 ) "Contract"
and "Agreement," whether or not capitalized, refer to this instrument. (4) "Duties"
includes obligations . (5 ) The word " person" includes natural persons, firms, companies,
associations, partnerships, trusts, corporations, governmental agencies and units, and
other legal entities. ( 6) The word "shall" is mandatory. (7 ) The word "day" means calendar
t
day . (8) The word "Work" is defined in Section 1 . ( 9) The word "Holiday" means legal
holiday observed by the City of Durham pursuant to City Code section 4246 or any
successor provision . ( 10) A definition in this contract will not apply to the extent the
context requires otherwise .
K . Choice of Law and Forum . Any claims, disputes or other controversies arising out of, and
between parties to this Agreement which may ensue shall be subject to and decided by
the appropriate division of the General Court of Justice of Durham County, North Carolina .
L. E"Verify . All electronic signatures affixed hereto evidence the consent of the Parties to
utilize electronic signatures and intent of the Parties to comply with Article 11A and
Article 40 of North Carolina General Statutes Chapter 66.
[Signatures appear on the following pages]
I
I
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on the day
and year first above written , in their respective names by their proper officials .
C
G
i
i
f
CITY OF DURHAM
r
i
i
ATTEST:
C
h [ [emt: flr
amply�N p
The
R •,:1day pVyat ,..y F �. I
a r r>cEmcm. xr. Byc C*
is
TW1nftuoj# kberm'prew=dWutth mannerrequiWbythe
Lu.W: Gavt rrnf i ow andfiscd co=f A.st
ti
Preaudit Certification , if necessary ;
n�t�- x�� amp• p�� �. ai�� ,'
011vof an
c
DURHAM COUNTY
DURHAM COUNTY BOARD OF COMMISSIONERS
ATTEST:
�4
.c
f
)f) a
t
Clerk to the Board Commission Brenda Howerton, Chair
j
r
j
f
Preaudit Certification, if necessary:
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control A
z k
Susan Tezai, Durham .C. unty Chief Financial Officer
f
Claudia Hager, Int Q1 County Manager
i
i
is
i
i
I
ORANGE COUNTY
c
ORANGE COUNTY MANAGER
•• RA lot,
ATTEST : ��•` • bp'V.. . . jF ''•..
.�` .•• ••• .
40
coo
st
IC s ?
x�, E , . � :
o +•
r
Aw
0 µrc
• •% •• �
via
Clerk to the Board '" "
is
i
I
i
Preaudit Certification , if necessary :
c
g >^r r
I`
North Carolina
Durharn County
CERTIFICATION
I, Monica W. Toomer, the duly appointed and qualified Clerk of the Durham County Board of
County Commissioners , do hereby certify that the foregoing is a true and correct copy of
Board of County Commissioners authorized the Interim Count Manager
y g to execute
ecute the
Interlocal Agreement between the City of Durham, Orange County, and Durham County
regarding Cost Sharing for the Transit Plan Governance Study,
IN WITNESS , WHEREOF, I have hereunto set my hand and affixed the official seal of Durham
County, this 9th day of 20214
C0 f; t
MONK TO ER
A ; Clerk to the Board ` County Commissioners
�� O
Dennis, Jo cel n
From: Darby, Willie S.
Sent: Tuesday, July 27, 2021 9:21 AM
To: Beckmann, Ellen, Williamson, Larissa S.
CC Gibson, Jay
Subject: RE : ILA For Review
i
Hi All :
c
First, thanks Larissa for picking up the "the review ball" while I was out of the "game" . I hereby accept Fred ' s, for the
most arts stylistics e p ty dots to the ILA . The County approves the A reement.
Thanks,
Wlllie
From : Beckmann, Ellen < ebeckmann@dconc . gov>
Sent: Monday, July 26, 20214/ 27 PM
To : Williamson , Larissa S . <Iwilliamson@dconc.gov>; Darby, Willie S . <wdarby@dconc . gov>
Cc : Gibson, Jay <jgibson@dconc.gov>
Subject : FW , ILA For Review
Larissa,
I understand from Jay that Willie has been on leave, and he recommended forwarding
this ILA to you for review and
approval . Willie had previously reviewed an earlier version of this as an agenda item for the 8/2 work session .
The City of Durham Attorney' s Office has made several edits to the document, I reviewed and am okay with the
suggested changes . I have nudged Orange County to review and provide any final edits. Their planning staff (Craig
Benedict) reviewed it, but I have not heard back from their County Attorney' s Office . I intend to update the Agreement
that is in Legistar with a clean version as soon as possible .
I can provide any background or answer any questions about the ILA. In summary, the purpose of this ILA is for a
contract that Durham County and Orange County are jointly funding through the County Transit Plans using the City' s
On-Call Services Contract. The Counties will be managing the project and reimbursing the City for the invoices . Using the
On - Cali Services Contract allowed for a quicker process for this regional study.
Thank you ,
Ellen
From : Beckmann, Ellen
Sent: Friday, July 23, 20212 * 38 PM
To: Devlin, Tom <Tom . Devlin @durhamnc boy>; Lamar, Fred < re . Larnar �> durha Dc. o ; Darby, Willie S .
< dar conc . ov>
Cc : Craig Benedict <c enedictfr@Lorangecoq nc ov>; rr an Oran ecot n nc Gov; Travis Myren
<trnyren oranecotsnty€� c ov>
Subject ; RE : ILA For Review
Craig sent the attached email to another Governance Plan -related email thread so I am forwarding to City and County
staff who weren't on that email .
1