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HomeMy WebLinkAbout2012-113 AMS - Schindler Elevator Corporation_Please return this copy to the Clerk to the Board's _ office for permanent agenda files NORTH CAROLINA CONSTRUCTION SERVICES A M,5 AGREEMENT UNDER $25,000 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter "Agreement "), is made and entered into this 11th day of May, 2012 by and between Orange County, North Carolina (hereinafter the "Owner ") party of the first part; and Schindler Elevator Corporation (hereinafter the "Contractor "), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the Owner hereby contracts for the construction services of the Contractor, and the Contractor agrees to provide the construction services to the Owner in accordance with the terms of this Agreement. 1. TERM Beginning and ending dates of contract: May 11, 2012 through July 31, 2012. The Project Commencement Date shall be May 14, 2012. 2. MAXIMUM AMOUNT PAYABLE Dollar Amount Not to Exceed: Nine Thousand One Hundred Fifty Dollars ($9,150) 3. SERVICES Contractor agrees to provide the following construction services (the "Work "): Whitted Building A elevator fire safety service improvements per attached scope entitled "Upgrade Order Agreement" dated April 5, 2012 Contractor shall not sub - contract all or any part of the construction services provided for in this Agreement without prior written approval of the Owner. 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 Owner. 4. PAYMENT Contractor shall submit an invoice for construction services provided. The invoice shall contain Contractor's name and federal tax identification number and shall be signed and dated by an officer of Contractor. It shall detail all construction services provided in payment requests. The Owner will make payments to Contractor within thirty (30) days after receipt of and approval of the invoice by the contracting department. In the event the amount stated on an invoice is disputed by Owner, then Owner may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. In addition, should Contractor fail to perform its duties under the terms of this Agreement, Owner may, without fault or penalty, withhold any payment associated with the Work to be performed until such time as said work is completed. 5. RELATIONSHIP OF PARTIES Revised November 2011 1 Contractor is an independent Contractor of the Owner. Contractor represents that it has or will secure, at its own expense, all personnel required in performing the construction services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the Owner. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such construction services. It is further agreed that Contractor will obey all State and Federal statutes, rules and regulations which are applicable to provisions of the construction services called for herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or agent of the Owner. 6. TERMINATION This Agreement may be terminated by Contractor upon thirty (3 0) days' written notice to the Owner, and the Owner may terminate this agreement upon thirty (30) days' written notice to Contractor. 7. INSURANCE REQUIREMENTS Contractor shall obtain, at its sole expense, all insurance as required in the Owner's risk management policy and shall not commence construction work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. Such insurance shall name the Owner as Additional Insured under both General Liability and Auto Liability policies. 8. INDEMNIFICATION Contractor agrees to defend, indemnify, save and protect Owner and Owner's lender, if any, harmless from and against any and all claims, liens, liabilities, losses, damages, causes of action, and expenses (including court costs and reasonable attorney's fees related thereto) arising out of, in connection with, or resulting from any negligence, act or failure to act by the Contractor, the Contractor's agents, assigns or employees related to the Work. It is the intent of this section to require Contractor to indemnify the Owner to the extent permitted under North Carolina law. 9. NON - ASSIGNMENT Contractor shall not assign all or any part of this Agreement, including rights to payments, to any other party without the prior written consent of the Owner. 10. 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 are 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. Revised November 2011 2 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. 11. ENTIRE AGREEMENT The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified by a written amendment to this Agreement signed by the parties. Modifications may be evidenced by telefacsimile signatures. 12. GOVERNING LAW Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and any action brought under this Agreement shall be brought in the General Court of Justice of the State of North Carolina in Orange County. IN WITNESS WHEREOF Orange County and the Contractor have signed this agreement, effective as of the day and date first above written. ORANGIF, CO By Frank . Clifton 200 S. Camero St. P.O. Box 81 Hillsborough, NC 27278 CONTRACTOR By ' ih Schindler levator Corporation 2101 Westinghouse Blvd -Suite 102 Raleigh, NC 27604 -2477 T is instrument has been approved as to technical content. !AJ Pamela Jone artment Director This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act. CQa�. w ,�• ,� Office of the Finance Officer This i trument has been approved as to legal form and sufficiency. Office of the C my Attorney 3 Revised November 2011 SCHINDLER ELEVATOR CORPORATION 2101 Westinghouse Blvd -Suite 102 Raleigh, NC 27604 -2477 Phone: 919- 954 -9454 Fax: 919- 954 -9433 UPGRADE ORDER AGREEMENT Date: April 5, 2012 To: Orange County Asset Mgmt & Purchasing 131 W. Margaret Lane Hillsborough, NC 27278 Attn: Jeffrey Thompson Estimate Number: GPEY- 8T3UTT (2012.2) Customer: Orange County -R E Whitted Bldg W. Tryon Street Hillsborough, NC 27278 Schindler hereby proposes to furnish and install the following with respect to the one (1) hydraulic elevator, NC DOL #9577 as follows: Emergency Recall Operation Schindler Elevator Corporation is proposing to provide all labor and supervision required to perform the following scope of work during the regular working hours of the elevator trade: - Provide all necessary engineering services to ensure a code compliant installation. - Reuse the existing Emergency Recall control panel in the elevator machine room and mount to the existing elevator controller. - Provide a new add -on keyswitch panel at the main recall level and in the car for activation and operation of the Emergency Recall System. - Interface the emergency recall controller and new keyswitches with the elevator control system. Automatic Phase I Emergency Recall Operation will be such that when a general alarm is signaled to the controller (i.e. from any smoke sensing device at the elevator entrances, machine room, or hoistway) the elevator will automatically recall to the designated level. If a signal is received from the main floor smoke sensing device, the elevator will automatically recall to an alternate floor (if the main recall floor does not have sprinklers). Once the car has been recalled to the designated level, the elevator will be equipped with an in -car keyswitch, known as Phase II operation, which would allow emergency personnel to gain control of the elevator. - Test operation of the system in the presence of an inspector and return the unit back into service. Work by Others: - Smoke sensing devices at all floors, hoistway, and the elevator machine room. Smoke sensing devices installed and wired by others will be equipped with a dry contact and will be wired to the elevator machine room for connection to the elevator control circuits. - Cutting or patching of walls to accommodate new keyed switches for the emergency recall system. Page 1 of 3 GPEY- 8T3UTT 2012.2 e I Price: $9,150.00; Quotation valid for 60 days; price based upon work during regular working hours of regular working days. Payment: 25% of the price is due upon acceptance of this proposal; Balance due upon completion, within 30 days of invoice. Schindler retains title to any equipment furnished hereunder until final payment is made. Late or non - payment will result in assessment of interest charged at a rate of 1 1/2% per month or the highest legal rate available, and any attorneys' fees, expenses and costs of collection. The attached terms and conditions are incorporated herein by reference. Acceptance by you as owner's agent or authorized representative and subsequent approval by our authorized representative will be required to validate this agreement. . r. - . �..t I — By: H. Gordon Perry II For: Schindler Elevator Corporation Title: Sales Representative Date: 4/5/2012 Approved: By: Craig Andersch lam-WIMM"I 81 Date: �, �, 2,0%Z Page 2 of 3 GPEY- 8T3UTT 2012.2 Accepted: By: )0. � • �' For: Orange Cty Asset Mgmt & Purchasing Title: 0 /IROW-_ 4�3WA /�1�'ItiUr SI(_W Date: 1Z • /Z .y TERMS AND CONDITIONS 1. Any changes to the building to meet local or state codes are to be made by Purchaser. Any changes in the Work required due to building conditions discovered in the performance of the Work will be paid by Purchaser. 2. No work, service materials or equipment other than as specified hereunder is included or intended. 3. Purchaser retains its normal responsibilities as Owner of the equipment which is subject of this Agreement. 4. Schindler will not be liable for damages of any kind, in excess of the Price of this Agreement, nor in any event for special, indirect, consequential or liquidated damages. 5. Any cutting and patching is by others and not included in this work. 6. Neither party shall be responsible for any loss, damage, detention or delay for causes beyond its reasonable control, including strikes, lockouts, or labor disputes, or acts of God. Dates for the performance or completion of the work shall be extended as is reasonably necessary to compensate for the delay. 7. We warrant that the work will comply with the specifications and that there will be no defects in materials or workmanship for one year after completion of the work or acceptance thereof by beneficial use, whichever is earlier. Our duty under this warranty is to correct nonconformance or defect at our expense within a reasonable time after the receipt of notice. THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Purchaser's remedies hereunder are exclusive. 8. Purchaser agrees to defend, indemnify and hold Schindler harmless from and against any claims, lawsuits, demands, judgments, damages, costs and expenses arising out of this Agreement except to the extent caused by or resulting from the sole and direct fault of Schindler. 9. Any proprietary material, information, data or devices contained in the equipment or work provided hereunder, or any component or feature thereof, remains our property. This includes, but is not limited to, any tools, devices, manuals, software (which is subject to a limited license for use in this building /premises/ equipment only), modems, source/ access/ object codes, passwords and the Schindler Remote Monitoring feature ( "SRM ") (if applicable) which we will deactivate and remove if the Agreement is terminated. 10. No section of this agreement is intended to create a waiver of the Purchaser's rights and privileges as a sovereign entity. Page 3 of 3 GPEY -MUTT 2012.2