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HomeMy WebLinkAboutOTHER-2024-103-Raise grant Pre-Planning NORTH CAROLINA Attachment 2 ORANGE COUNTY ADDENDUM ORANGE COUNTY THIS CONTRACT ADDENDUM ("Addendum") is made and entered into this 4th day of December, 2024 by and between ORANGE COUNTY (hereinafter referred to as " County") and WSP, USA (hereinafter referred to as "Provider") , WITNESSETH : THAT WHEREAS , the County and Provider entered into a contract dated January 2 , 2024 , (hereinafter the "Agreement"), for the provision of services for the specific tasks necessary for prepare a Rebuilding American Infrastructure with Sustainabili and Equity RAISE rant application . Payment will be through the current ty q ty (RAISE) g pp y g Department operating funds . Please refer to the attached scope of work for further details . ; and WHEREAS , the County and Provider desire to modify the Agreement through this Addendum while keeping in effect all terms and conditions of the Agreement not inconsistent with the terms and conditions set forth below . NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree as follows : 1 . Independent Contractor and Third Party Beneficiaries : The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider ' s acts or omissions . The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers ' compensation purposes . The Provider understands that neither federal , nor state , nor payroll tax of any kind shall be withheld j or paid by the County on behalf of the Provider or the employees of the Provider. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns) , any rights , remedies , or obligations . 2 . Insurance : Provider shall obtain, at its sole expense , Commercial General Liability Insurance, Automobile Insurance, Workers ' Compensation Insurance, and any additional insurance as may ` 4 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 . 9 ov/departments/purchasing_division/contracts . php) . If County ' s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here See COI (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. 3 . Indemni : The Provider agrees , without limitation, to defend, indemnify, and hold harmless Orange County from all losses , liabilities , claims , demands , suits , costs , damages or expenses (including reasonable attorney' s fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider ' s duties and obligations related directly or indirectly to the Services to be provided in the Agreement . It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law . 4 . Entire Agreement and Signatures : The parties have read this Addendum to the Agreement and agree to be bound by all of its terms unless and until modified in writing and signed by the parties . Revised 01 /24 Modifications may be evidenced by telefacsimile signature . The 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 1 IA and Article 40 of North Carolina General Statute Chapter 66 . 5 . Governing Law and Priority ; Both parties agree the Agreement is governed by the laws of the State of North Carolina and Orange County . 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 Orange County policy is is herein by reference and may be viewed at http : Hwww . orangecouiilync . gov/departments/l)urchasing divisionJcontracts . php .) , Any violation of this requirement is a breach of the Agreement and County may immediately terminate the 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 the 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 the 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 . By executing the Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes . In addition to this Addendum, should any documents , exhibits , or other addenda be attached to the Agreement, the terms of this Addendum shall have priority in any conflict with or among the terms of the Agreement and such referenced documents , exhibits , or other addenda. c 6 . Dispute Resolution : Neither party may initiate binding arbitration . Any disputes shall be resolved by nonbinding mediation in Orange County, North Carolina or within twenty-five (25 ) miles thereof. If such mediation fails either party may initiate litigation to resolve the dispute . Should either party initiate litigation to settle any dispute involving the terms of the Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees , including attorneys ' fees . 7 . Non Appropriation : Provider acknowledges that County is a governmental entity, and the validity of the 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 the Agreement, then the Agreement shall automatically expire without penalty or further obligation to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds . IN TESTIMONY WHEREOF, this Addendum has been executed by the parties hereto , as of the date first above written . ORANGE COUNTY PROVIDER Tr is Myren Emily Ritzler, AICP County Manager Senior Vice President Revised 01 /24 ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name : WSP USA Vendor Contact Person: Shivang, Shelat, AICP Phone : (984)2694651 Address : 434 Fayetteville Street City Raleigh State : NC Zip ; 27601 Department : OCTS Amount : $ 95 , 625 . 63 Purpose : RAISE Grant - Pre-Planning Budget Code (s) : 10435220 6300000 OCTS Contract Services Vendor # Vendor Status with NCSOS : Vendor is a BOCC consultant : Dyes ❑ No Contract Details Contract Type : ❑ New ❑ Amendment (Original Contract : ) (Most Recent Amendment ) Effective Date End Date Notice Date (Notice Purpose ) Award ❑ Approved by Board (Agenda Date : ; ® Made or Administered by OCTS Signature Authority ❑ BOCC Express Delegation (Agenda Date : ) Policy 9 . 4 : ❑Under $ 5 , 000 , ❑ Service Under $ 90, 000 ; ❑ Construction Under $ 250 , 000 ❑ Budget Policy Section XV (Capital Improvement Project : ) Bidding ❑ Informal Bidding ($ 30k-$ 9011c.) ; ❑ Formal RFP ( $ 901c+) ; ❑ Other (<$ 30k) ; ❑ Exception(# ) Department Affirmation ❑ The Agreement is approved as to technical form and content and I as Department Director affumatively state work on this project has not been initiated prior to execution of the agreement. ® The Agreement is approved as to technical form and content. Services related to the Agreement have already begun or been completed . Description of the nature of the emergency condition that was addressed : Stakeholder coodination expanded to include NCDOT, DCHC MPO , Hillsborough, and growing to include BG MPO , PART, be part of the FAST 2 and NCDOT ' s S -Line , Department Director ' s Signature Date : i i Information Technologies The Agreement has been reviewed and is approved as to information technology content and specifications : Office of the Chief Information Officer Date : ® Inapplicable because no hardware/software purchases or related services i Risk Management i The Agreement is approved for sufficiency of insurance standards, specifications, and requirements : i 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 The Agreement is approved as to legal form and sufficiency : Office of the County Attorney Date : Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion : occlerkdocs@orangecountync . gov The following signature block is for hard copies only and is not required for Docusign contracts : Received for record retention : Office of the Clerk to the Board Date : Revised 01 /24 Orange County Multimodal Hub Planning and Programming Introduction Orange County would like to undertake the planning and programming assessment necessary to prepare for a RAISE Grant or other grant application that would fund the construction of a proposed multimodal hub in the Town of Hillsborough . The work effort for this has been divided into two phases ; Phase I which will undertake the planning and programming of the site and proposed facility and Phase II which will be the actual grant writing , technical preparation , and benefit/ cost analysis , which will be scoped at a later phase . Phase le. Planning and Programming Tasks required to complete the Phase I : Planning and Programming are outlined below. Task 1 : Site Assessment The consultant will prepare a site assessment of the proposed multimodal hub location . This will include : • Site visit and exploration • Collection of available data and information • Assessment and integration of previous / ongoing studies • Base mapping and GIS analysis • Land use and transportation assessment • Environmental screening and outline of likely environmental next steps Deliverable : The consultant will prepare an opportunities and constraints memo identifying findings derived from Task 1 . Task 2 : Stakeholder Coordination The consultant willworkwith Orange Countyto identify stakeholders to coordinate with . A stakeholder workshop will be conducted to understand the multimodal hub users as well as their programming , space , access / circulation , and design needs and preferences . The consultant will collect any design policies and /or guidelines from the proposed users of the site . The input from stakeholders will help formulate a site and facility program that will guide site Layout , j Deliverable : The consultant will summarize this task into a memo , identifying who the intended users and providers of the facility along with design considerations and other input provided by stakeholders . Task 3 : Multimodal Hub Site and Facility Programming The consultant will develop multimodal hub site and facility program requirements , based off of stakeholder input and design guidance provided by stakeholders , which will outline the various space , access , and design needs and preferences . This will include requirements for : • Integration with train station • Required setbacks and zoning requirements • Transit vehicle access , circulation , and staging • Vehicular access and circulation • On - site parking and drop - off • Transportation Network Company ( Ober/ Lyft) , taxi , and car share wait areas • Pedestrian and bicycle amenities , access , and circulation • Buildings and structures • Interior space operational and functional requirements for transportation related services (for public , employees , and transit drivers ) • Any interior commercial or mixed - use space ( otherwise not part of regular multimodal hub needs ) • Any interior or exterior ancillary facilities (waste disposal , storage , HVAC , etc . ) • Open space and landscaping • Signage , lighting , and wayfinding • Stormwater requirements • Utility requirements • Communications and technology requirements Task 4 : Concept Plan / Conceptual Cost i Using the site and facility programming requirements , the consultant will develop conceptual plans to a level sufficient to understand the facility sizing and site layout for use in a grant application . A planning - level cost estimate will be produced from this concept plan at a level sufficient to conduct i a benefit/cost analysis ( BCA) as part of a grant application . Deliverable : Conceptual site plan and planning - level cost estimate . i Task 5 : Draft and Final Report The consultant will prepare a draft and final Multimodal Hub Planning and Programming report . The final report will become the basis for Phase II grant preparation . Deliverable : A draft report will be provided for client and stakeholder review. The consultant will incorporate edits into a final report . The consultant will also provide to the client any digital information used in the preparation of the report ( i . e . , GIS and CAD files , concept plans , memos , i cost worksheets ) .