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HomeMy WebLinkAbout2010-152 ES - Traffic Control Devices, Inc. - Construction Agreement with Orange County-~G ~~~ ~h NORTH CAROLINA ORANGE COUNTY CONSTRUCTION AGREEMENT UNDER $100,000.00 THIS CONSTRUCTION AGREEMENT (hereinafter called "Agreement"), made as of the day of July, 20 , by and between Traffic Control Devices, Inc, (hereinafter called the "Contractor"), and Orange County, a body corporate and politic and a political subdivision of the State of North Carolina, (hereinafter called the "Owner"). WITNES SETH: That the Contractor and the Owner, for the consideration herein named, agree as follows: 1. SCOPE OF WORK The Contractor shall furnish and deliver all of the materials, and perform all of the work required by this Agreement within the time period stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner and in accordance with the following enumerated documents, which are attached hereto and made a part hereof as if fully contained herein: Construction Drawings prepazed by Edwazd W. Sirgany, P.E. (Sheet ITS 1-14 dated MAY 2010) Minutes of Pre-construction Conference dated N/A, 20 #1589 Installation of Video Transmission Equipment .and Video Management Softwaze at Orange County Emergency Management proposal dated June 6, 2010 which fully describes the work to be performed, such work hereinafter called the "Work". 2. TERM AND SCHEDULING a. The Contractor agrees to commence work executed original of this Agreement and agrees to complete fully all Work included by 180 days after execution date of this agreement, 2010. b. Time is of the essence with respect to all dates specked in the Contract Documents as Completion Dates. c. The Contractor shall perform the Work in the time, manner and form required by the Contract Documents and as stipulated in a written Notice-to-Proceed to be executed by the Contractor and Owner. d. It is expressly understood that the Owner will employ other contractors to perform work as a part of the Project whose work will be performed simultaneously and sequentially with the performance of the Work by the Contractor. It shall be necessazy for the Contractor to coordinate its activities with such other contractors, particularly with respect to access to work azeas, storage of materials and other common facilities. e. Should the Owner determine that the Contractor is behind schedule, it may require the Contractor to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform the Work in accordance with the approved project schedule at no additional cost to the Owner. Revised January 2010 3. STANDARD OF CARE a. The Contractor shall exercise reasonable care and diligence in performing the Work in accordance with the highest generally accepted standards of this type of Contractor practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Contractor is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. b. The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance or configuration. c. Contractor shall be responsible for all errors or omissions, in the performance of the Agreement. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the Owner. d. Contractor is an independent contractor of Owner. Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor only and not of the Owner, 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 Contractor. e. Contractor agrees that Contractor, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Contractor's services under this Agreement. f. If activities related to the performance of this Agreement require specific licenses, certifications, or related- credentials Contractor represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 4. PAYMENT & TAXES a. The Owner hereby agrees to pay to the Contractor for the faithful performance of this Agreement, and the Contractor hereby agrees to perform all of the Work a sum not-to- exceed sixty five thousand eight hundred Dollars ($65,800.00). Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the Owner a Request for Payment for work done during the previous calendar month. The Request for Payment shall be in form of AIA Document G702 and shall show substantially the value of work done during the previous calendar month. The amount due for payment shall be ninety percent (90%) of the value of work completed since the last Request for Payment and this amount shall be paid by the Owner on or before the last business day of the month. Final payment shall not be due to the Contractor until thirty (30) days after all work has been satisfactorily completed. b. Should Owner reasonably determine that Contractor has failed to perform the Work related to a Request for Payment, Owner, at its discretion may provide the Contractor seven (7) days to cure the breach. Owner may withhold the accompanying payment without penalty until such time as Contractor cures the breach. Should Contractor or its representatives Revised January 2010 2 fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, Owner may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Contractor. This section shall not be interpreted to limit the definition of breach to the failure to perform the Work related to a Request for Payment. c. The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein. It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of its subcontractors. 5. INSURANCE a. Minimum requirements -The Contractor shall obtain, at its sole expense, all insurance required under this Agreement and the Contractor shall not commence work until such insurance is in force nor shall the Contractor allow any Subcontractor to commence work on its subcontract until all insurance required to be procured by Subcontractors hereunder has been so obtained by or for the Subcontractor. All required insurance shall be procured from insurance companies licensed to do business in North Carolina with a Best's Insurance Guide Rating of A- or better. Coverage for the following types of insurance shall be maintained continuously during the life of the Project until Final Completion of the Work. Coverages shall be maintained continuously during the life of the Project until Final Completion of the Work for the following types of insurance in the amounts listed: i. Worker's Compensation Insurance with limits for Coverage AStatutory -State of North Carolina and Coverage B Employers Liability $500,000 each accident and policy limit and disease each employee. ii. Comprehensive General Liability and Property Damage Insurance ($500,000 Each Occurrence; $1,000,000 Aggregate). iii. Contractual Liability (Bodily Injury and Property Damage $500,000 Each Occurrence; Property Damage $1,000,000 Aggregate). iv. Personal Injury, with Employment Exclusion deleted ($1,000,000 Aggregate). v. Comprehensive Automobile Liability Insurance (Bodily Injury $100,000 Each Person/Each Accident, $300,000 Each Occurrence; Property Damage $100,000 Each Occurrence). b. Additional Insured -The Owner shall be named as additional insured on all forms of insurance except Worker's Compensation. Each certificate of insurance and policy required hereunder, except the worker's compensation policy, shall bear the provision that "The policy cannot be canceled or reduced in amount and that coverage cannot be eliminated in less than thirty (30) days after mailing written notice to the Owner of such alteration, cancellation, or elimination, the written notice to be sent by Certified Mail." 6. INDEMNITY The Contractor shall indemnify and hold harmless to the. extent permitted by law the Owner and its agents and employees from and against any and all claims, damages, losses and expenses, including attorney's fees, arising out of or resulting from the performance or nonperformance of the Work, provided Revised January 2010 $ that any such claim, damages, loss or expense (A) is attributable to bodily injury, sickness, disease or death or injury to, or destruction of, property, including the loss of use resulting therefrom; and (B) is caused in whole or in part by any breach of any provision of the Agreement or by any negligent or wrongful act or omission of the Contractor, any Subcontractor, or supplier of the Contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The indemnification obligation under this pazagraph shall not be limited in any way by any limitation of the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' compensation acts, disability benefits acts or other employee benefit acts. 7. GOVERNING LAW The laws of the State of North Carolina shall apply to the interpretation and enforcement of this Agreement. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or nonperformance of, this Agreement shall be brought in the General Court of Justice of North Cazolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. 8. NON-ASSIGNMENT The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner. 9. NON-APPROPRIATION Contractor acknowledges that Owner 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 aze unavailable and not appropriated for the performance of Owner's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability and non-appropriation of public funds. It is expressly agreed that Owner shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the Owner's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Owner's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner's legal authority. 10. NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Owner: Contractor: Orange County Traffic Control Devices P.O. Box 8181 242 N Westmonte Drive Hillsborough, NC 27278 Almonte Springs, Fl 32714 11. TERMINATION The Owner may, without cause, order the Contractor to terminate, suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. In the event of termination Revised January 2010 4 by the Owner under this Agreement, the Contractor. shall be entitled to receive its reasonable and documented direct costs prior to termination, including the cost of materials purchased for the Work which purchases cannot be canceled or which material cannot reasonably be used by the Contractor on other work, and the cost of closing down the work in a safe and efficient manner. 12. ENTIRE AGREEMENT All of the documents listed, referenced or described in this Agreement, the written Notice-to- Proceed, together with Modifications made or issued in accordance herewith are the Contract Documents, and the work, labor, materials and completed construction required by the Contract Documents and all parts thereof is the Work. The Contract Documents constitute the entire agreement between Owner and Contractor. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. If any provision of the Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and date first above written in a number of counterparts, each of which shall, without proof or accounting for other counterparts, be deemed an original contract. ORANGE COUNTY (f-C~-~-~ `-~.. Signature 1/a-I~~Q P. ~~-~.- Chair CONTRACTOR RA~tC Ca,~,~L~1~~S ~~, Federal Tax ID Number:v~- ~ ~$~~~ a e ~,~gxEDT,,~~ s : o ~.d ~ Printed Name and Title This instrument h been pproved as to technical content. Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Clarence G. Grier, Finance Director This ins has been approved as to legal form and sufficiency. J .Roberts, County Attorney Revised January 2010 5