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HomeMy WebLinkAboutAgenda - 03-21-2023; 6-a - Approval of Professional Services Contract with Woolpert, Inc. to Conduct a Public School Capital Needs Assessment, and Approval of Budget Amendment #7-A 1 ORD-2023-014 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: March 21, 2023 Action Agenda Item No. 6-a SUBJECT: Approval of Professional Services Contract with Woolpert, Inc. to Conduct a Public School Capital Needs Assessment, and Approval of Budget Amendment #7-A DEPARTMENT: Asset Management Services ATTACHMENT(S): INFORMATION CONTACT: 1) Woolpert, Inc. Cost Proposal Travis Myren, Deputy County Manager, 2) Orange County Professional 919-245-2308 Services Contract Steven Arndt, Asset Management 3) Year-to-Date Budget Report Services Director, 919-245-2658 PURPOSE: To consider the approval of a professional services contract with Woolpert Inc. totaling $984,561 to conduct a Facilities Condition Assessment, a School Optimization Plan and develop Benchmarking Best Practices for all public schools in Orange County, and with the proposed scope of work including $85,000 for a study of educational adequacy of school facilities; and consider approval of Budget Amendment #7-A. BACKGROUND: As a strategy to improve the quality and efficiency of operational services, Orange County Government, Chapel Hill Carrboro City Schools (CHCCS) and Orange County Schools (OCS) collaborated on the issuance of a Request for Qualifications (RFQ) for a design firm to provide a: • Comprehensive Facility Condition Assessment (FCA) • Optimization Plan of Existing Space Utilization; and • Examining Prioritization Models, Benchmarking Best Practices and Scenarios for both school districts that recognize the distinct structure of the County allocating funds to the two school districts. The desired outcome will help County and School professionals and elected officials better plan, manage and fund new construction and maintenance of the thirty-one (31) school campuses and administrative offices for the two school districts. Ensuring that scarce capital resources are used effectively requires a better understanding of when to repair/maintain, renovate or replace buildings, how and when to contract across campuses and school districts, and how to provide reliable funding to assure that schools facilities are built and maintained in a timely and cost effective manner. 2 An RFQ review committee selected Woolpert, Inc., an international architecture, engineering and geospatial (AEG) firm to perform this work, which is anticipated to take nine months from contract execution. A copy of the Woolpert, Inc. cost proposal in included as Attachment 1. The proposal includes an additional services fee of $85,000 for a study of educational adequacy of school facilities. This study was not requested in the original RFQ, but deemed necessary by members of the review committee. The project is scheduled to take approximately nine months to complete, upon issuance of a signed contract. The cost of this contract requires approval by the Board of County Commissioners. Funding of $3,500,000 was set aside through Budget Amendment #5-A in the School Capital Reserve Fund for the purpose of funding this contract and providing additional funding for school capital. The professional services fees are recommended to be funded through Budget Amendment #7-A, which would utilize $984,561 of those funds and transfer them to the School Capital Fund. The remaining $2,515,439 will be split between the school districts based on average daily membership (ADM). Those funds will be allocated to specific projects through a subsequent budget amendment at the direction of both School Districts. Budget Amendment #7- A creates the following Capital Ordinance in the School Capital Fund: School Capital Needs Assessment($984,561) - Project# 52000 Revenues for this project: Current FY 2022-23 FY 2022-23 FY 2022-23 Amendment Revised From Capital Reserve $0 $984,561 $984,561 Total Project Funding $0 $984,561 $984,561 Appropriated for this project: Current FY 2022-23 FY 2022-23 FY 2022-23 Amendment Revised Project Expenditures $0 $984,561 $984,561 Total Costs $0 $984,561 $984,561 FINANCIAL IMPACT: The total cost of the contract is $984,561. Funding has been set aside for this purpose through Budget Amendment #7-A, which increases the School Capital Fund by $984,561. SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to this item: • GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY The creation and preservation of infrastructure, policies, programs and funding necessary for residents to provide shelter, food, clothing and medical care for themselves and their dependents. ENVIRONMENTAL IMPACT: The following Orange County Environmental Responsibility Goal impact is associated with this item: • ENERGY EFFICIENCY AND WASTE REDUCTION Initiate policies and programs that: 1) conserve energy; 2) reduce resource consumption; 3) increase the use of recycled and renewable resources; and 4) minimize waste stream. 3 RECOMMENDATION(S): The Manager recommends that the Board: 1) Approve the County entering into a professional service contract with Woolpert, Inc. totaling $984,561 to conduct a Facilities Condition Assessment, a School Optimization Plan, and develop Benchmarking Best Practices for all public schools in Orange County including a study of educational adequacy of school facilities; 2) Authorize the County Manager to execute the Contract (Attachment 2), subject to final review by the County Attorney, and any subsequent amendments for contingent and unforeseen requirements up to the approved budget amount on behalf of the Board; and 3) Approve Budget Amendment #7-A as detailed above. 4 Attachment 1 Scope of Services Woolpert and Cooperative Strategies(the"Team"or"We")will provide facility condition assessment and planning services to Orange County's("Orange County"or"County")school districts,Chapel Hill-Carrboro City Schools,and Orange County Schools.The facilities condition assessment and master plan provides clear direction to administrators, policy makers,and the community regarding how a school district should address facility needs. The scope of services include the following tasks. Kick off meeting The Team will facilitate a kick-off meeting to ensure clear agreement on project objectives and expectations and gain consensus on the process we will be implementing.We will use this meeting with the County to fully familiarize ourselves with the County's schools' mission and function and discuss approach.We will discuss roles, functions,and responsibilities,anticipate challenges,and prepare for the project roll-out. Regular,focused communication is imperative for a successful planning project like this one with the County. We will have bi-weekly meetings with the County's internal steering group to ensure we are in alignment with tasks and deliverables. Facility Condition Assessment Woolpert will conduct Facility Condition Assessments for Chapel Hill-Carrboro City Schools(CHCCS)Orange County Schools(OCS)for 3.5 million square feet of facilities,see Attachment A for list of facilities. The purpose of the Facility Condition Assessment is to: • Identify the major building systems and components • Assess their condition • Determine approximate remaining economic service life • Develop budgetary cost estimates for replacing systems and components identified The FCA will be performed by professionals with relevant education and experience in evaluating building systems and components.The FCA includes a visual assessment of building systems that are easily evaluated during a facility walk-through.Woolpert will deploy a visual inspection condition assessment approach. Equipment obscured behind walls and ceilings will not be assessed (e.g.VAV boxes behind ceiling tiles). The proposal does not reflect invasive,destructive assessment methods that would require special equipment, testing or scheduled power outages. The assessment is a snapshot of conditions on the day(s)of the site visit and certain building deficiencies may not be apparent.Woolpert will work with facility personnel to determine problem areas and issues that were not visible during the assessment.Some conditions may exist that are beyond reasonable access for this type of investigation. The major building components/systems to be assessed,along with general guidelines concerning the specific tasks to be accomplished,are as follows: • Architectural: Identify types and quantities of architectural components associated with the building envelope(exterior), roofing,interior,and specialty items. All components will be evaluated for remaining useful life. • Site: Evaluate condition of parking lot and sidewalk paving and determine remaining useful life. Evaluate condition and determining remaining useful life of playgrounds,tracks,and bleachers. • Electrical: Determine the major types of electrical equipment present and remaining useful life. This assessment does not include an electrical capacity study, nor shall it include an assessment of the electrical system design. 5 • Mechanical: Identify the type of HVAC system and major components, including controls, and note remaining useful life. This assessment does not include a mechanical capacity study, nor does it include an assessment of the mechanical system design. • Plumbing: Determine the type of building plumbing systems including: hot and cold water,gas, sewer, pneumatic,and mechanical systems. Estimate remaining useful life. • Fire Protection/Life Safety: Identify any fire protection and life safety systems and provide estimated remaining useful life • Structural: Identify any issues related to the structural integrity of the facilities. The assessment will note significant structural deficiencies and recommend approaches to alleviate. Integration of the Districts Supplied Facility Condition Data Data will be collected and structured in the industry-standard Uniformat II system to Uniformat Level V specifications. In addition to observed facilities deficiency conditions,existing Districts supplied facility condition data shall be reviewed by the Consultant for incorporation into the Brightly Predictor software for project packaging and planning.The Districts-supplied data may include any of the following: prior engineering studies, hazardous materials audits, air or water quality studies, or other related facility condition data. Deficient Condition For every deficient condition identified in the audit,a means of correctingthe condition (a correction project)shall be developed by the Consultant. Each correction project shall entail a detailed description of the methods and quantities of labor and materials necessary to conduct the work.The estimates shall be based upon R.S. Means Construction and Facilities Maintenance and Repair Costs data and estimating format. Each correction project shall be assigned a unique identifier and shall enable correction tracking by the Districts staff. Prioritization/Categorization/Classification of Audit Data Deficiency Priorities Priority 1 Currently Critical Conditions in this category require immediate action Priority 2 Potentially Critical Conditions in this category, if not corrected expeditiously,will become critical within a year. Priority 3 Necessary - Not yet critical Conditions in this category require appropriate attention to preclude predictable deterioration or potential downtime and the associated damage or higher costs if deferred further. Priority 4-Recommended Conditions in this category include items that represent a sensible improvement to existing conditions.These are not required forthe most basic function of the facility;however,Priority 4 projects will improve overall usability and/or reduce long-term maintenance costs. Priority 5 Does Not Meet Current Codes/Standards-"Grandfathered"Conditions in this category include items that do not conform to existing codes, but are "grandfathered" in their condition. No action is required at this time, but should substantial work be undertaken in contiguous areas,certain existing conditions may require correction. Deficiency Categories Each correction project identified shall be assigned as identified in the RFQ. Deficiency Classification Each deficiency shall be classified bythe major property components identified for survey in the field. For example, Design and Functionality,Site, Exterior Systems, Interior Systems, Interior Finishes, Health/Fire/Life Safety Systems, Handicap Accessibility, Heating,Ventilation and Air Conditioning, Plumbing, Electrical and Service Distribution,Special Electrical Systems, Fire Suppression,Special Construction,or Vertical Transportation. 6 School Optimization Plan The completed Plan will provide guidance for potential CHCCS and OCS factors influencing efficient capacity utilization of facilities.When synthesizing utilization optimization with facility condition assessments, many factors will be considered to develop a comprehensive plan: The Team will collect background information about the County.The data may include such things as: • 10-year enrollment projections • Demographic profiles • Geographic Information Systems data • Capacity analysis of facilities,from CS Team • Facility educational adequacy evaluations,from CS Team • School District program information • Financial and budgetary information Data Collection The Team will collect and review various maps, schedules, and information pertaining to the school sites. We will collect information such as: • State standards and formulas for school capacity calculations • Teachers'association contracts on maximum class size • Floor plans • Master schedules Adequacy assessors will tour all educational facilities identified in Attachment A to document and verify room use and size of all instructional and core spaces. Capacity Calculations and Analysis The Team will use the facilities inventory along with the County's policies/practices to calculate capacities for each school within the County. Final calculations will include: • An overview of the methodology used in capacity calculations • Total capacity for each building • A summary table with room counts by space type and resulting capacity • Enrollment versus capacity comparison The Team will prepare draft and final versions of the analysis and provide the final report to the County in PDF format with supporting documentation in csv/Excel spreadsheets. Options Work Session The team will facilitate an in-person work session with the County's steering committee(County,OCSD,and CHPSD) to develop options from the data collected and input gathered.The options will identify strategic opportunities that may consider program offerings, attendance boundary changes and school closures/consolidations to maximize educational benefits and operational effeciencies to the County. Based on the input from the County's steering committee and the County Board's engagement,the Team will refine and the options for community consideration. Community Survey The Team will provide the finalized options for review by the County's steering committee and provide a draft survey for consideration to the County's steering committee. Through a virtual meeting, the Team will engage with the 7 County's steering committee to receive comments and changes to finalized options and community survey. The survey will be released to the community.The community will also have access to the priorities of the County and data set that was used to inform these priorities. The Team will review the survey results with the County's steering committee.This virtual meeting will provide for the framework of the recommended options to be presented to the Board. Recommendations The Team will finalize the draft recommendations for consideration.The Team will engage in person with the County's steering committee and to review and potentially modify the draft recommendations. The Team will review the final report,with the County steering committee, prior to final submission to the County Board.The Team will submit and present to the County Board the final report. Benchmarking and Best Practices The Team will use the assessment data to calculate a facility condition index for each facility and campus. The replacement value for all facilities will be a cost per square foot value relevant to the school type(elementary school, middle,or high school)that reflects a theoretical cost to replace the facility. The Team will deliver a report outlining best practices and considerations for capital planning based on our collective experience for project/program management, contracting, maintenance, and financing. Additionally, our team will research regional and national trends in the aforementioned categories, including these findings in our report. Results of the analysis will be reviewed with the County prior to production of final deliverables.The intent of this analysis is to provide the County with the various options available to make informed decisions for future activities. Project Planning Woolpert will leverage Brightly Software's Capital Predictor and Work Planner solutions to develop the Project Planning deliverables.Capital Predictor models will be developed based on the County's asset/equipment inventories and FCA inspection results. Using these models,the Team will generate and analyze multiple Capital Plan scenarios to determine the most effective and optimized repair/replace strategies given different funding scenarios. Once the desired Capital Plan results are achieved,we will utilize the Work Planner tool to package the recommended repair/replace activities into manageable work packages(projects, phases)with guidance provided by County team members.The Team will facilitate a series of on-site workshops over two days with OCS and CCHS to bundle projects and determine various scenarios.The team anticipates providing up to three scenarios total of funding or projects. Capital Predictor and Work Planner do not track construction programs. However, OCS and CCHS can move the projects from Capital Predictor and Work Planner into Brightly's Asset Essentials CMMS platform to manage project performance via work orders. OCS already uses a legacy version of Brightly's work order management software that can be upgraded to Asset Essentials. The Project Planning results will be published to the Capital Predictor/Work Planner reporting environment that County staff will be able to access via logins that will be provided.We will also provide the output in pdf and Microsoft Excel files. If OCS or CCHS wish to enter an annual subscription plan with Brightly to use and maintain Brightly Capital Predictor,Work Planner, and/or Asset Essentials following this project, budgetary pricing is available in Appendix B. 8 Meetings & Communications • Kickoff meeting—In person • Biweekly virtual meetings with the County's internal steering group • Up to 4 meetings to present to the County board.Timing to align with on site other project meeting • Project planning work session • Options development work session • Recommendations work session Deliverables All deliverables will be provided in electronic format(excel, pdf,etc). Deliverables include: • Project and assessment schedule (pdf,excel) • Assessment results(excel)from the evaluation to include FCIs, building areas,current and future needs • Draft and final reports(pdf) o State of Schools— Provides executive level summary of the methodology and findings from the FCA o Industry Best Practices o Optimization Plan- • Summary of Options • Summary reports(pdf or PowerPoint)to support analysis and planning activities(up to 5) Additional Services Educational Adequacy Assessment The educational adequacy assessment will evaluate how well a campus is equipped to deliver curriculum both before and after renovation. beyond simply an analysis of appropriate space type allocation and size(which will be assessed from data collected in the capacity analysis being performed). The Team will work with the County and School Districts to identify final goals, establish roles and responsibilities, and address potential challenges. The Team will help the County to create an assessment system to be used to identify needs within each school site, to include: • Key classroom FF&E, MEP, HVAC,and adjacencies • Support services needs Adequacy assessors will tour all educational facilities identified in Attachment A to document and verify room use and size of all instructional and core spaces. During the tours,we will interview school administrators regarding program offerings, building layouts,and any other special considerations. 9 Fee Proposal The professional services outlined will be provided for a lump sum fee, including labor and direct costs.This fee shall be payable in monthly installments based on the percentage of work completed. Fees below are based on Agreement being entered into prior to March 31, 2023. Number Schools 44 Total Square Feet 3,564,319 Activity Base Fee Proposal Facility Condition Assessment Cost per Foot $ 0.153 $ 545,000 Optimization Plan $ 238,597 Benchmarking & Best Practices $ 35,409 Project Planning $ 80,555 Total Proposed Fee for Base Services Cost per Foot $ 0.253 $ 899,561 Additional Services Fee Proposal Educational Adequacy $ 85,000 10 Assumptions and Clarifications • Client will provide copies of previous reports and other documentation that are germane to this investigation. • It is assumed that this study is a high-level study, conceptual in nature and will not include any design documentation or technical construction documents. • The client will deliver available background information and other data/documents in the timeframes agreed upon. • Appropriate personnel will be made available during the on-site assessments to provide additional background information relative to specific building operations, function, equipment conditions, past improvements and planned upgrades. • Client will provide timely access to all areas as necessary to complete the survey. • Woolpert does not warrant or guarantee work performed by others, including vendors and subcontractors. • Team will be allowed to complete the scope of services during normal business hours (7:30 a.m.— 5:30 p.m.). • Woolpert will deploy a visual inspection condition assessment approach. Unless otherwise noted, conditions obscured by construction will not be assessed.The proposal does not reflect invasive, destructive assessment methods that would require special equipment, testing or scheduled power outages. Outages related to elevator assessments are anticipated. • As needed, local client support staff will provide access to secured spaces, electrical panels and equipment. • Teams will perform surveys in all accessible areas. Client will supply portable ladders for access, as necessary. • Personnel will not enter the following types of areas during the site surveys: Confined space, HAZMAT area, construction area, sloped roofs. Data for such areas will be collected from available documentation or interviews. • Photos will consist of building exteriors and major equipment deficiencies where applicable and referenced in the report. Interior photographs will be limited to spaces not occupied by employees or the public. • No warranty or guarantee, either express or implied, concerning the findings and/or conclusions resulting from this scope of services is offered or intended. Rather, it is represented that the scope and performance of the professional services to be rendered will be in accordance with the state of practice as conducted within the site region by similarly qualified practitioners. • Information obtained during interview(s) will be assumed to be correct and complete. There will be no effort on Wolpert's' part to independently verify such information. Except for cases where the information provided was judged by Woolpert to be inaccurate or misleading, the information will be assumed to be correct. • Although some safety and/or code-related issues may be identified as part of this assessment, a comprehensive safety or code inspection will not be performed. • The assessment is a snapshot of conditions on the day(s) of the site visit and certain building deficiencies may not be apparent.Woolpert will work with facility personnel to determine problem areas and issues that were not visible during the assessment. Some conditions may exist that are beyond reasonable access for this type of investigation.Woolpert will make reasonable attempts to document conditions based on feedback from facility personnel and visual assessments that align with industry standards. 11 Attachment A SchoolDistrict .. Chapel Hill-Carrboro City Schools Glenwood Elementary 50,764 1952 Chapel Hill-Carrboro City Schools Carrboro Elementary 61,562 1957 Chapel Hill-Carrboro City Schools Estes Hill Elementary 56,299 1958 Chapel Hill-Carrboro City Schools Frank Porter Graham Elementary 66,689 1960 Chapel Hill-Carrboro City Schools Seawell Elementary 52,896 1969 Chapel Hill-Carrboro City Schools Ephesus Elementary 66,952 1972 Chapel Hill-Carrboro City Schools Scroggs Elementary 92,900 1999 Chapel Hill-Carrboro City Schools Rashkis Elementary 95,729 2003 Chapel Hill-Carrboro City Schools Morris Grove Elementary 90,221 2008 Chapel Hill-Carrboro City Schools McDougle Elementary 98,000 1996 Chapel Hill-Carrboro City Schools Northside Elementary 97,423 2013 Chapel Hill-Carrboro City Schools Phillips Middle 109,498 1962 Chapel Hill-Carrboro City Schools Culbreth Middle 114,776 1969 Chapel Hill-Carrboro City Schools McDougle Middle 136,221 1994 Chapel Hill-Carrboro City Schools Smith Middle 128,764 2001 Chapel Hill-Carrboro City Schools Chapel Hill High 274,542 2020 Chapel Hill-Carrboro City Schools East Chapel Hill High 259,869 1996 Chapel Hill-Carrboro City Schools Carrboro High 148,023 2007 Chapel Hill-Carrboro City Schools Phoenix Academy 5,207 2009 Chapel Hill-Carrboro City Schools Lincoln Center 33,731 1950 Orange County Schools River Park Elementary 308 70,812 1956 Orange County Schools Central Elementary 312 61,382 1952 Orange County Schools Efland Cheeks Elementary 324 65,084 1952 Orange County Schools Grady A.Brown Elementary 328 75,016 1974 Orange County Schools Hillsborough Elementary 100 Bldg.329 72,872 1959 Orange County Schools Hillsborough Elementary 200 Bldg. 8,980 1952 Orange County Schools Hillsborough Elementary 300 Bldg. 14,770 1958 Orange County Schools Hillsborough Elementary Gym 15,316 1958 Orange County Schools Hillsborough Elementary Cafe 4,500 1952 Orange County Schools Hillsborough Elementary Learning Center 6,996 1960-1962 Orange County Schools New Hope Elementary 330 100,164 1991 Orange County Schools Pathways Elementary 336 85,282 2000 Orange County Schools A.L.Stanback Middle 304 136,000 1995 Orange County Schools Orange Middle 316 118,970 1968 Orange County Schools Gravelly Hill Middle 327 122,793 2006 Orange County Schools Cedar Ridge High School 310 263,732 2002 Orange County Schools Orange High School 332 217,203 1962 Orange County Schools Partnership Academy Alternative School 6,600 2006 Orange County Schools Maintenance Department 17,559 1940 Orange County Schools Transportation Department 11,704 1971 Orange County Schools Administrative Annex II(Transp Dispatch) 1,575 Orange County Schools Central Office 6,210 1971 Orange County Schools Administrative Annex 6,000 1971 Orange County Schools Welcome Center 34,733 2006 3,564,319 12 Attachment B Investment - Chapel Hill-Carrboro City Schools Predictor+Work Planner(MSRP-$31,265) FM Item First term Option Predictor • -$7191 per year Asset Essential Bundle Discount -$3611 per year Total 3 Year Investment $65,146 Year 1 Investment $20,463 *Includes 9%discount for 3-year agreement *Includes Omnia Partners Discount *Includes Asset Essentials Bundle Discount **Budgetary pricing only. Pricing subject to change based on market conditions 48 1 ©2022 1 Brightly Software CONFIDENTIAL Investment - Orange County Schools Predictor+Work Planner(MSRP-$18,487) FM Item First term Option Predictor + Work Planner 3-Year Yr 1 - 4: Omnia Asset Essential Bundle Discount -$2135 per year Total 3 Year Investment $38,521 Year 1 Investment 00 *Includes 9%discount for 3-year agreement *Includes Omnia Partners Discount *Includes Asset Essentials Bundle Discount **Budgetary pricing only. Pricing subject to change based on market conditions 48 2 ©2022 1 Brightly Software CONFIDENTIAL 15 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this day of , 20 , ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and , (hereinafter,the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement ("Agreement") is for services to be rendered by Provider to County with respect to (insert type of project): ii) By executing this Agreement, the Provider represents and agrees that Provider 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 06/21 1 16 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider 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. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider 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 Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it 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. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. Revised 06/21 2 17 i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County's Request for Proposals or Request for Qualifications (the "RFP") "RFP Number for " " issued , 20 , and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachments (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP together with attachments, Provider's Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from to b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. Revised 06/21 3 18 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services is Dollars ($ ). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated ( ) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County'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/contracts.php.) If Revised 06/21 4 19 County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, 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 Provider 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 Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. 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 Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b. Other Termination. The Provider 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 Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider 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 Provider. Upon request of the County, the Provider shall submit to County all Revised 06/21 5 20 relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider 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. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider 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. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. 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. c. Compliance with Laws. Provider 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.oran eg counter og v/departments/purchasing division/contracts.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 and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. d. Dispute Resolution. 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 Revised 06/21 6 21 Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. 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. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things 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. h. Non-Appropriation and Government Action. Provider 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 or 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 Provider of the unavailability or 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. In the event of a change in the County's statutory authority, mandate or mandated functions, by state 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 Provider of such limitation or change in County's legal authority. i. Signatures. 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. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Revised 06/21 7 22 Orange County Provider's Name & Address Attention: P.O. Box 8181 Hillsborough,NC 27278 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. ORANGE COUNTY: PROVIDER: By: By: Printed Name and Title Revised 06/21 8 23 Year-To-Date Budget Summary Fiscal Year 2022-23 Fund Budget Summary School Capital Original Budget Revenue $28,514,160 Interfund Transfer Revenue Fund Balance Appropiation Total Original Budget $28,514,160 Additional Revenue Received Through Budget Amendment#7 (March 21, 2023) Grant Funds Non Grant Funds Additional Interfund Transfer Revenue $984,561 Additional Fund Balance Appropriation Total Amended Budget $29,498,721 Dollar Change in 2022-23 Approved Budget $984,561 % Change in 2022-23 Approved Budget 3.45% Authorized Full Time Equivalent Positions Original Approved Full Time Equivalent Positions (includes Permanent and Time Limited) 0.000 Changes to Full Time Equivalent Positions Amended Approved General Fund Full Time Equivalent Positions 0.000 Total Approved Full-Time-Equivalent Positions for Fiscal Year 2022-23 0.000