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HomeMy WebLinkAbout2015-556-E DEAPR - Greg Tilley's Pressure Cleaning to apply seal coating to park shelters DocuSign Envelope ID: 19E4A71 B-E91 B-461 B-ABEF-84C2EFCDC386 [Departmental Use Only] TITLE Park Shelter Sealing FY 2016 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 ORANGE COUNTY This Services Agreement (hereinafter"Agreement"), made and entered into this 16th day of October, 2015, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Greg Tilley's Pressure Cleaning, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: I. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of pt•oject): Supply and apply 1 coat of clear penetrating sealer to four park shelters as specified below. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and ftilly capable of performing and providing the services required or necessary under this Agreement in a fiilly competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) 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 Revised 10114 DocuSign Envelope ID: 19E4A71 B-E91 B-461 B-ABEF-84C2EFCDC386 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) 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) Provider agrees that Provider, 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 Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractor's 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. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (firlly describe services to be provided): Provide and apply "Olympic Waterguard clear sealer to: 2 (2,080 and 600 sq. ft.) shelters at Efland Cheeks Park -- 117 Richmond Rd, Efland, 27243, 1 (792 sq. ft.) shelter at Soccer.com Center—4701 West Ten Rd. Efland, 27243 and 1 (3,800 sq. ft.) Pavilion at River Park 144 East Margaret Lane, Hillsborough, 27278. Seal coat to be applied to all surfaces of support structure, ceiling, and fascia. Seal coat to be applied only under favorable weather conditions with temperatures sustained during application over 50 degrees. Revised 10114 2 DocuSign Envelope ID: 19E4A71 B-E91 B-461 B-ABEF-84C2EFCDC386 4. Duration of Services a, Term. The term of this Agreement shall be from October 19, 2015 to December 19, 2015. b. Scheduling of Services. i) Tine Provider shall schedule and perform its activities in a timely manner. 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 October 19, 2015. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services shall not exceed Fifteen Thousand Eight Hundred Dollars ($15,800.). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated oil an invoice is disputed by the County, tine County may withhold payment of all or a portion of the amount stated on all invoice until the parties resolve the dispute, Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed, c, Additional Services. County shall not be responsible for costs related to any services ill 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. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Lori Taft) to act as tine County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to fiurnish information. 7, Insurance Revised 10/14 3 DocuSign Envelope ID: 19E4A71 B-E91 B-461 B-ABEF-84C2EFCDC386 a. 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 Owner'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 litti):Hoi-aiigecouiityne.gov/ptircliasiiig/coiitractLasp). If Owner'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 Owner's Risk Manager. S. Indemnity a. h1<demnity. The Provider agrees 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 bodily injury including death or property damage 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. 9. Amendments to the Agreement a. 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 a. Termination for Convenience of the Count . This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. 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. c. Compensation After Termination. 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. Revised 10114 4 DocuSign Envelope ID: 19E4A71 B-E91 B-461 B-ABEF-84C2EFCDC386 ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including ally electronic data or files relating to the Project. d. 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. It. Additional Provisions a. Limitation and Assi nrnent. The County and the Provider each bind themselves, 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. b. Governinj4 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. c. 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 anti-discrimination laws. d. 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 such suit or action. e. Entire Agreement. This Agreement 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. f. 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. g. 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 fiull risk of the County. Revised 10114 5 DocuSign Envelope ID: 19E4A71 B-E91 B-461 B-ABEF-84C2EFCDC386 h. Non-Appropriation, 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. 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 inunediately upon written notice to Provider 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 firnetions, 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 Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 1 IA and Article 40 of North Carolina General Statute Chapter 66. j. 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 Naive Attention:Lori Taft Gregory Tilley P,O. Box 8181 600 Hwy 54 West Hillsborough,NC 27278 Chapel Hill,NC 27516 [SIGNATURE PAGE TO FOLLOW] Revised 10/14 6 DocuSign Envelope ID: 19E4A71 B-E91 B-461 B-ABEF-84C2EFCDC386 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: CDocuSigned by- By: C1AaMlMt,VS�.I? By; I By: B7SSE477.._ C67236AB9849426... County anager Gregory Tilley, Owner Printed Mane and Title Revised 10114 7 DocuSign Envelope ID: 19E4A71 B-E91 B-461 B-ABEF-84C2EFCDC386 OP ID: DS ,a►corro° CERTIFICATE ®F LIABILITY INSURANCE DATE 109120/6 � osrosr2a15 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the poltcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: High&Rubish Insurance Agency PHONE FAX P.O.Box 3040 AIC No Ext: AIC No 60115 Farrington Rd.Ste 101 E-MAIL Chapel Hill,NC 27517 PRODUCER Jeffrey A.Rubish CUSTOMERI,,;TILLE-1 INSURER{S)AFFORDING COVERAGE NAIC N INSURa D Greg Tilley's Pressure INSURERA:Erie Insurance Exchange 26274 Cleansing,Gregory Tilley D1B1A 3600 Hwy 54 West INSURER II Chapel Hill,NC 27516 INSURERC: INSURER D: INSURER E: _ INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. rA TYPE OF INSURANCE DD POLICY NUMBER MMlD�YIYYI l POLICY wI) /yYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1,000,00 DAMAGE TO-REII X COMMERCIAL GENERAL LIABILITY Q381760672 0211712016 02117/2016 PRFF.AISFS Ea occurrence $ 1,000,00 CLAIMS-MADE Fx—]OCCUR MED EXP(Any one person) $ 5,00 PERSONAL&AOV INJURY S 1,000,00 GENFRAL AGGREGATE S 2,000,00 GFN'L AGGREGATE LIMIT APPLIESPFR: PRODUCTS-COMPIOPAGO S 2,000,00 POLICY PRO- LOG $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,00 BODILY Q102740041 1012712014 10/27/2015 A X ANY AUTO BODILY NJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEOULED AUTOS PROPERTY DAMAGE X HIREDAUTOS (PERACCtDENT) S X NON-OWN£DAUTOS S 5 +XEXCESSI RELLALIAB X OCCUR EACH OCCURRENCE S 1,000,00 CLAIMS-MADE AGGREGATE $ 1,000,00 A Q261770167 02/17/2016 02117/2016 CTIBLE NTION S S WORKERS COMPENSATION X WC STATU- I OTH- AND EMPLOYERS'LIABILITY Y!N TORY LIMITS ER A ANY PROPRIETOFUPARTNERfEXECUTIVE- NIA Q861700463 0211712015 0211712016 Ft_EACH ACCIDENT $ 500,00 OFFiCERR:IEMBER EXCLUDED? (Mandatory In NH) EL_DISEASE-EA EMPLOYEE 500,00 If yes,desenbe under DESCRIPTION OF OPERATIONS below E-L.DISEASE-POLICY LIMIT S 500,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is require dl CERTIFICATE HOLDER CANCELLATION ORANG-3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange Count THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g y ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 8181 Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009109) The ACORD name and logo are registered marks of ACORD