HomeMy WebLinkAboutOTHER-2026-005-Approval of a Professional Services Agreement with ICF for the Electric vehicle Docusign Envelope ID : 2559C90D-4549-45D0-8554-7958990EE7B9 1a q c� (L P � �`a �( J V r � I ' of `� Initial
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[Departmental Use Only]
TITLE EV Fleet and Infrastructure Study
FY 2026
NORTH CAROLINA
SERVICES AGREEMENT RFP/ RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement") , made and entered into this 21st day of
January, 2026 , ("Effective Date") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the " County" ) and ICF Incorporated,
L.L . C . , (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 ofproject) : Consulting Services for the
completion of an EV Fleet and Infrastructure Study
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) 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
quality, accuracy and timely completion and submission of all work related to the
Basic Services .
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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 .
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 367 for "005463 " issued October 6th ,
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2025 , 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 . 1 Fleet Inventory 2/28/26 $7, 829
1 . 2 EV Transition Strategy 2/28/26 $ 15 ,657
2 . Charging Infrastructure/Electricity Impacts 3/31 /26 $463185
3 . Fleet Purchasing Policy Recommendation 4/30/26 $ 12 ,257
4 . Final Report and Presentation 5/31 /26 $ 185069
i . 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 .
3 . Duration of Services
b . Term . The term of this Agreement shall be from January 215t , 2026 to July
30th , 2026 .
c . 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 .
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 January 215t ,
2026 .
4 . Compensation
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d . 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 Ninety Nine Thousand and Nine Hundred
Ninety Eight Dollars ($ 99 , 998 ) . 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 Couno)
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 . The County shall make payment to the
Provider within thirty (30) calendar days of receipt of a properly submitted invoice
for work that has been satisfactorily performed in accordance with this Contract .
e . 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 .
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5 . Responsibilities of the County
f. Cooperation and Coordination . The County has designated (Alan Dorman ) 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 .
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6 . Insurance
g . 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
County ' s Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of N / A (if no additional insurance required mark
NIA 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.
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7 . Indemnity
h . 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.
NEITHER PARTY NOR ANY OF ITS OFFICERS DIRECTORS EMPLOYEES
SHAREHOLDERS OR OTHER REPRESENTATIVES SHALL IN ANY EVENT
BE LIABLE FOR CONSEQUENTIAL DAMAGES SUFFERED BY THE
OTHER PARTY OR OTHERS AS A RESULT OF PERFORMANCE OR
NONPERFORMANCE UNDER THIS AGREEMENT (INCLUDING WORK
ORDERS ) , WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES
WAS DISCLOSED OR COULD HAVE BEEN REASONABLY FORESEEN ,
8 .
9 . Amendments to the Agreement
i . 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
j . 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.
k. 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 fiirther
obligation or responsibility beyond that date provided the terminating party has
taken all reasonable steps to complete the performance of its obligations .
1 . Compensation After Termination .
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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
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 .
in . 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 .
n . 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 I
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o . Limitation and Assignment. The County and the Provider each bind themselves , g
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. 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 .
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p . 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 .
q . 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 Orange County policy is incorporated herein by
reference and may be viewed at
http : //www. oran e c�tync . o 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
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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 .
r. 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 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.
s . 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 .
t . 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 . Each party shall retain ownership of its respective pre- existing Intellectual
Property,
u . 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.
V . 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 . The
County shall make payment to the Provider within thirty (30) calendar days of
receipt of a properly submitted invoice for work that has been satisfactorily
performed in accordance with this Contract . Payment to the Provider shall be
contingent upon the County 's receipt of funds under the applicable federal award .
In the event the County does not receive such funding, the County shall provide
written notification to the Provider prior to the commencement of any services . No
services shall be performed and no payment shall be due unless and until funding
is confirmed and written notice is provided .
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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.
W . 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 1 I and Article 40 of North Carolina General Statute Chapter
66 .
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x . Notices . 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 Provider ' s Name & Address
Attention : County Manager Attn : ICF CET Contracts
P. O . Box 8181 1902 Reston Metro Plaza
Hillsborough, NC 27278 Reston, VA 20190 f
janine . egler@icf. com
copy to : notices@icf com
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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:
- DOCUSigned by: Signed by:
By : firAiS ' l� By : Es& ('Ol�u�
Travis yren, County Manager Lisa Bockey, Senior Contracts Manager
2 /9 / 2026 2 / 5 / 2026
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Docusign Envelope ID : 2559C90D-4549-45D0-8554-7958990EE7B9
ORANGE COUNTY-INTERNAL USE ONLY
Finance Information
Vendor Name : ICF Incorporated, L. L . C . Vendor Contact Person : Lisa Bockey Phone : Address : 1902
Reston Metro Plaza City Reston State : VA Zip : 20190 Department : AMS Amount: $ 99 , 998 Purpose :
EV Charger Study BudgetCode(s) : 61100009 - 489906 - 30056 Vendor #
Vendor Status with NCSOS : Vendor is a BOCC consultant : ® Yes ❑ No
Contract Details
Contract Type : ® New ❑ Amendment (Original Contract: ) (Most Recent Amendment )
Effective Date 0 1 / 2 0 / 2 0 2 6 End Date 0 6 / 3 0 / 2 0 2 6 Notice Date (Notice Purpose )
Award
❑ Approved by Board (Agenda Date : ); ® Made or Administered by AMS
Signature Authority
® BOCC Express Delegation (Agenda Date : 01 / 2 0 / 2 0 2 6)
Policy 9 .4 : ❑ Under $ 5 ,000 ; ❑ Service Under $90,000 ; ❑ Construction Under $250,000
❑ Budget Policy Section XV (Capital Improvement Project:
Bidding
❑ Informal Bidding ($ 30k490k) ; ® Formal RFP ($90k+) ; ❑ Other (<$30k) ; ❑ Exception(# .)
Department Affirmation
❑ 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.
❑ This agreement is approved as to technical form and content. Services related to this agreement have already
begun or been completed . Descriptio tb&idaAiFr, of the emergency condition that was addressed :
aA, VbV om, 2 / 3 /2026
Department Director 's Signature Date :
Information Technologies
This 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
Risk Management
This agreement is approved for sufficiency ihWgipce standards, specifications, and requirements :
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Office of the Risk Management Officer tssx - �p - Date :2 / 8 / 2026
Financial Services
This instrument has been pre-audited in nMf gefe Y uired by the Local Government Budget and Fiscal Control Act:
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Office of the Chief Financial Officer 4ES181AGG4489 Date : 2 / 9 /2026
Legal Services
This agreement is approved as to aft and sufficiency :
w Office of the County Attorney Date : 2 / 3 / 2026
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 :
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