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HomeMy WebLinkAbout2011-120 AMS - Otis Elevator for Elevator Maintenance~/~D Dispute Resolution:. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance ornon-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. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. This proposal, when accepted by you below and approved by our authorized representative, will become binding as an addendum and modification to the Contract. All other terms, conditions and obligations in the Contract referred to are to remain in full force and effect. This quotation is valid for ninety (90) days from the proposal date. Submitted by: Ry Ho and Accepted in Duplicate CUSTOMER Approved by Authorized Representative Date: s-~-- 3 ~'-" Signed: X Print Name: t",( ~ l GAL ~ ~ ~~ Title: ~ . ~ 4~~ E-mail: Name of Company: ~~ OTIS ELEVATOR COMPANY Approved by Authorized R entative Date: X -„~ y - Signed: Print Name: Eric Barber Title: General Manager ^ Principal, Owner or Authorized Representative of Principal or Owner ^ Agent (Name of Principal or Owner) © OTIS ELEVATOR COMPANY, 1995 All Rights Reserved Impact Form MNT-ADD (12/01) Contract# TRD08016ZPage 3 Of 3 ~jrnS OTIS DATE: May 23, 2011 TO: Orange County Public Works Hillsborough, NC 27278 EQUIPMENT LOCATION: Court Street Annex Court and King Streets Hillsborough, NC 27278 Central Recreation Center 301 W. Tryon Street Hillsborough, NC 27278 Link Government Services Center 200 S. Cameron Street Hillsborough, NC 27278 CONTRACT NUMBER: TRD08016Z FROM: Otis Elevator Company 6010-D Triangle Drive Raleigh, NC 27617 CONTRACT DATE: 07/01/2003 We propose the following modification to the Contract referred to above, to take effect as o£ 05/01/2011 Building Number of Units Manufacturer Tvoe Machine # Court Street Annex 1 Porch-Lift Chair Lift F Central Recreation Center 1 Porch-Lift Chair Lift F Link Government Services Center 1 Dover Hydraulic F On the effective date of this Addendum, two (2) units at the Court Street Annex and the Central Recreation Center will be added to the existing Contract. Effective 05/01/2011, net Contract pricing will increase by $344.00 (Three Hundred Forty-Four and 00/100 dollars) per month. Effective 07/01/2011, one (1) unit at the Link Government Services Center will be added to the existing Contract. Effective 07/01/2011, net Contract pricing will increase by $172.00 (One Hundred Seventy-Two and 00/100 dollars) per tr~nth. By signing this Addendum, the term of the Agreement will be extended two (2) years until 12/31/2013. The Contract will automatically be renewed at each two year anniversary for an additional two (2) year term unless terminated by either party by giving written notice to the other party at least ninety (90) days, but no more than 120 days prior to the end of the then current two (2) year term. Notwithstanding any other provision to the contrary, we agree to indemnify you only for losses due to personal injury, or property damage to the extent caused by our negligent acts or omissions, or the negligent acts or omissions of our employees, agents and subcontractors during the performance of this Contract, but not to the extend caused by others. Orange County may withhold payment to Otis if we fail to perform substantive obligations under the Contract, and do not cure such failure within seven (7) days. Payment to Otis maybe withheld until deficiencies are cured. © OTIS ELEVATOR COMPANY, 1995 All Rights Reserved impact Form MNT-ADD (02/05) Contract# TRD08016ZPage 1 of 3 In the event of a conflict, the terms of the contract and this addendum shall prevail Invoices: 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. Public Records: OTIS acknowledges that this Agreement and any documents, memorandum, data, reports, analyses, compilations, records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement may be deemed public records and subject to disclosure, in whole or in part, pursuant to the North Carolina Public Records Law. Orange County will provide OTIS with prompt notice of any intended disclosures or requests for disclosure pursuant to the North Carolina Public Records Law and an appropriate opportunity to seek protection of confidential and proprietary information consistent with all applicable laws and regulations. Written approval from OTIS is required for disclosure of information to parties outside of Orange County. Standard of Care: OTIS shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. We will be solely responsible for the professional quality, accuracy and timely completion of all work, except as provided herein. OTIS shall be responsible for all errors or omissions, in the performance services pursuant to this Agreement. OTIS shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Non-Appro riation: OTIS acknowledges that Orange County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of your statutory mandate. In the event that public funds are unavailable and 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 us of the unavailability and 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, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/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 us of such limitation or change in County's legal authority. Subcontractine: OTIS 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. Independent Contractor: OTIS is an independent contractor of County. Any and all employees of OTIS engaged by OTIS in the performance of any work or services required of OTIS under this Agreement, shall be considered employees or agents of OTIS 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 OTIS. Compliance: OTIS agrees that OTIS, 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 OTIS's services under this Agreement. If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials OTIS 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. Limitation and Assignment: The County and OTIS each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor OTIS shall assign or transfer its interest in this Agreement without the written consent of the other. 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 © OTIS ELEVATOR COMPANY, 1995 All Rights Reserved Impact Form MNT-ADD (12/01) Contract# TRD08016ZPage 2 Of 3