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HomeMy WebLinkAbout2016-716-E AMS - Pete Duty and Associates, Inc. to replace modems DocuSign Envelope ID:2F57457B-A466-4E84-8672-82E24B7EA8B7 [Departmental Use Only] TITLE Septic System Monitor FY FY 2017 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 13th day of October, 2016, ("Effective Date")by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"),party of the first part; and Pete Duty&Associates, Inc. (the"Provider"),party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: To replace telephone based dailers on the two septic monitoring systems at the Cedar Grove Community Center and Park with cell based dailers, as described in the quote dated 9/21/2016 The term of this agreement rendered shall be from 10/17/2016 to 11/1/2016. 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 to the satisfaction of the County. Provider shall be responsible for all errors or omissions, 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. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed one thousand nine hundered dollars , ($1,900). Payment shall be made within thirty (30) days of an invoice properly submitted to County. 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. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: 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 Revised 6/16 1 DocuSign Envelope ID:2F57457B-A466-4E84-8672-82E24B7EA8B7 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 (if no additional insurance required mark N/A 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. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to the Provider. 7. Entire Agreement and Signatures: 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 in writing and signed by the parties. 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 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to 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. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. 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 Anti-Discrimination Policy. 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 Provider is 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, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 10. 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. 11. 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 Revised 6/16 2 DocuSign Envelope ID:2F57457B-A466-4E84-8672-82E24B7EA8B7 obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. [SIGNATURE PAGE TO FOLLOW] Revised 6/16 3 DocuSign Envelope ID:2F57457B-A466-4E84-8672-82E24B7EA8B7 IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORAAUSOdljp1TY PR EVried by: By: botiutA,tt, tka"mt,ystu By. �b� Slu,l aLtAA, `---06 is a i55taii.. s $s �t"eer County tanager Title: 200 S. Cameron St. Pete Duty and Associates, Inc.. P.O. Box 8181 2219 Leah Dr, Hillsborough,NC 27278 Hillsborough,NC 27278 Revised 6/16 4 DocuSign Envelope ID:2F57457B-A466-4E84-8672-82E24B7EA8B7 ORANGE COUNTY-DEPARTMENT USE ONLY Department Party/Vendor Name: Pete Duty and Associates,Inc Party/Vendor Contact Person: Rob Shelden Contact Phone: 919- 264-3709 Party/Vendor Address: 2219 Leah Dr. City Hillsborough State: Nc Zip: 27278 Department: AMS and DEAPR Amount: $1900 Purpose: Replace Modems Budget Code(s): 10240320-570000($1,050)&61370035 880000 20039($850) Vendor# 60377 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective Date 10/13/2016 Approved by Board Yes❑ No Agenda Date: This agreement is approved as to to 'eatufewmItmd content: 6d ilpontrovrt, 10/27/2016 Department Director's Signature Date: 10/27/2016 Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficient of inssur the standards, specifications,and requirements: Docu igned""y.''111i Office of the Risk Management Office ((USX �,Ortn�t16 Date: 10/31/2016 7FDCF9176800498... Financial Services This instrument has been pre-audited in .fitairftisev4tquired by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer A O Date10/31/2016 -D4151 CC1409... Legal Services This agreement is approved as to - ;,cf6ntrttitYd sufficiency:,aLtA, lebtt,vts 10/31/2016 Office of the County Attorney e ,:,65_.. Date: Clerk to the Board Received for record retention: All Docusign contracts must be copied to Donna Lloyd upon completion @ Dolloyd@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 6/16 5 DocuSign Envelope ID:2F57457B-A466-4E84-8672-82E24B7EA8B7 TE PETE Dun( ASSOCIATES T S, INC. Pete Duty and Associates, Inc Rob Shelden/Sales Engineer 2219 Leah Dr Hillsborough, NC 27278 Cell ( 919 ) 264-3709, Phone : 919 245-5070, Fax 919 245-5071 rshelden @peteduty.com DATE:9/21/16 Job Name : Orange Co. School Shelter Contractor : QTY DESCRIPTION UNIT LINE TOTAL PRICE Telephone / Satellite dialer replacement at School Shelter. High Tide Technologies Sat based dialer no longer working. Replacement module to retrofit includes new power supply, cellular radio, antenna, labor to rework 1 panel included by Pete Duty and Assoc. All High Tide replacement parts by $ 1,050.00 authorized High Tide Dealer ( PDA ) . Switch over to cellular communications for more accurate communications. Testing, setup included. .......................................................................................................................................................................................................................................................................................................................................................................................................................................................... .......................................................................................................................................................................................................................................................................................................................................................................................................................................................... Note: There is a second unit that is still working at the ballfield. You can save $ 200 in labor if we do that unit at the same time $ 850.00 . This is a $850 recommended upgrade by High Tide for all the older Orbcon Satellite type communicators. .......................................................................................................................................................................................................................................................................................................................................................................................................................................................... .......................................................................................................................................................................................................................................................................................................................................................................................................................................................... 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EQUIPMENT PRICE INCLUDING SHIPPING, BUT NOT TAXES $ 1,900.00 DocuSign Envelope ID:2F57457B-A466-4E84-8672-82E24B7EA8B7 Quotation prepared by Rob Shelden / Sales Engineer, Pete Duty and Associates,lnc. This is a quotation on the goods named, payment terms are net 30 ,subject to PDA terms and conditions attached: To accept this quotation, sign here and return: THANK YOU FOR YOUR BUSINESS! PAGE 2 Our price includes freight, but no sales tax. Our terms are net 30 for equipment delivered and services performed. PAYMENT:Our terms are net 30.A minimum of 90%of the contract price must be paid prior to putting equipment into operation. The remaining 10%of the contract price is due 10 days from start-up or 90 days from delivery of equipment(whichever comes first). If the start-up will occur longer than 90 days from delivery,then a start-up fee of$750 maybe retained until 10 days after start-up. CONDITIONS: Any alteration or deviation from what we have proposed involving extra costs will be executed only upon written orders,and will become an extra charge over and above this proposal. ACCEPTANCE: The above prices, specifications, and conditions are satisfactory and are hereby accepted. PDA is authorized to do the work as specified. Payment will be made as outlined above. (Read attached terms and conditions). Note: This proposal may be withdrawn by us if not accepted within _ days. DocuSign Envelope ID:2F57457B-A466-4E84-8672-82E24B7EA8B7 Page 3 STANDARD TERMS AND CONDITIONS OF SALE A. Offer and Acceptance. This purchase order is an offer by Buyer to purchase the Equipment described herein (the "Equipment") and is subject to acceptance by Pete Duty Et Associates' duly authorized representative at its home or branch office. Any acceptance of this offer is limited to acceptance of the express terms and conditions hereof. These terms and conditions shall govern the contract for sale of the Equipment to Buyer, and if Buyer proposes any additional or different terms, these terms and conditions shall prevail. Pete Duty Et Associates objects to the inclusion of any such additional or different terms. B. Warranty. The Equipment is warranted only to the extent provided by the manufacturer in its limited warranty, if any, pertaining thereto, a copy of which is available at Buyer's request. Pete Duty Et Associates , however, EXTENDS NO WARRANTY OF ANY KIND WITH RESPECT TO THE EQUIPMENT, AND ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. C. Time of Shipment. Pete Duty Et Associates will use reasonable diligence to meet the scheduled shipment dates provided herein, which are estimates and not guarantees of when the Equipment will actually be shipped. In no event shall Pete Duty Et Associates be liable for any loss or damage of any kind to any person, incidental or consequential, due to delays in shipments. Buyer's acceptance of delivery shall constitute a waiver of any claim of damage for delay. D. Force Majeure. Pete Duty Et Associates shall not be liable for damages of any kind caused by delays in shipment, delivery or any other nonperformance of the contract directly or indirectly resulting from or contributed to by any circumstances beyond Pete Duty Et Associates' control, including without limitation, accident to Pete Duty Et Associates' plant or Equipment, riots, wars or national emergencies, labor disputes of every kind however caused, embargoes, non-delivery by suppliers, inability to obtain supplies through normal sources of supplies, delays of carriers or postal authorities or governmental restrictions, prohibitions or diversions. The occurrence of any such circumstance shall operate to extend Pete Duty Et Associates' time of performance hereunder for a period not less than the period of such delay. E. Cancellation. Any cancellation of this contract must be in writing signed by Buyer and Pete Duty Et Associates. Upon such cancellation, Buyer agrees to pay Pete Duty Et Associates immediately all costs and expenses incurred by Pete Duty Et Associates in connection with the contract. Such costs and expenses shall include without limitation Pete Duty Et Associates' cost of labor applied to the contract, overhead, costs of any materials applied to or ordered for the contract and any charges imposed upon Pete Duty Et Associates by its suppliers or subcontractors. F. Remedies Upon Breach. If Buyer breaches this contract, Pete Duty Et Associates shall be entitled, in addition to any other remedy at law or equity, to recover all costs and expenses incurred by Pete Duty Et Associates in connection with the contract. Such costs and expenses shall include, without limitation, Pete Duty Et Associates' costs of labor applied to the contract, overhead, costs of any materials applied to or ordered for the contract, and any charges imposed order by its suppliers or subcontractors. If Pete Duty Et Associates breaches this contract, Buyer's exclusive remedy shall be to terminate this contract by written notice thereof to Pete Duty Et Associates, and to receive a refund of the invoice price, if previously paid, of any Equipment that has not been shipped or otherwise identified to the contract as of the date of such termination. Notwithstanding such termination of the contract, however, Buyer shall immediately pay Pete Duty Et Associates the invoice price of any Equipment that has been so shipped or so identified to the contract, if not previously paid, and shall be entitled to receive such Equipment from Pete Duty Et Associates upon Pete Duty Et Associates' receipt of such payment. In no event, shall Pete Duty Et Associates be liable for any additional damages of any kind, including without limitation incidental or consequential damages. G. Costs of Collection and Enforcement. Buyer shall pay all of Pete Duty Et Associates' costs, including reasonable attorney's fees, of collecting any amount not paid when due hereunder or of otherwise enforcing the terms and conditions of this contract. H. Governing Law. This contract shall be governed by North Carolina law. Any action by Buyer seeking to enforce the provisions hereof shall be brought and maintained in a state or federal court of competent jurisdiction located in Orange County, North Carolina. Pete Duty Et Associates may, in its sole discretion, bring and/or maintain any action seeking to enforce the provisions hereof in any state or federal court of competent jurisdiction located in Orange County, North Carolina. Buyer, its successors and assigns hereby submit themselves to the personal jurisdiction of any state or federal court of competent jurisdiction located in said county. i. General Provisions. Any cause of action arising under this contract must be commenced within six months after such cause of action accrues. Pete Duty Et Associates has the right the correct any stenographical or clerical errors in any of the writings issued by it. The terms and conditions stated herein constitute the complete and exclusive statement of the terms and conditions of the sale of the Equipment under this contract and there are no other promises, conditions, understandings, representations or warranties of any kind. This contract may be modified only by a writing signed by Pete Duty Et Associates. The failure of Pete Duty Et Associates to enforce any right hereunder will not be construed as a waiver of its right to performance in the future. DocuSign Envelope ID:2F57457B-A466-4E84-8672-82E24B7EA8B7 1 PETED-1 OP ID: KO ,4 CC)R0' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `••- ■ 10/11/2016 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 policy(ies) 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 NAME: Brian M.Jones First Insurance Services,Inc. P.O.Box 13687 PHONE,Ext):919-941-0549 FAX No): 919-941-0135 RTP,NC 27709 E-MAIL ADDRESS:bjones448@nc.rr.com nc.rr.com Brian M.Jones INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Penn. Natl. Mutual Cas. Co. 14990 INSURED Pete Duty&Associates, Inc. INSURER B: 2219 Leah Dr Hillsborough, NC 27278 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. IN SR TYPE OF INSURANCE I POLICY EFF POLICY EXP INSD WVD POLICY NUMBER /Y LIMITS (MM/DD YYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR CX9 0696723 04/27/2016 04/27/2017 DAMAGE TO RENTED PREMISES(Ea occurrence) $ 100,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- JECT PRODUCTS-COMP/OP AGG $ 2,000 000 JECT � OTHER: Emp Ben. $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1000000 000 (Ea accident) , , A X ANY AUTO AU9 0696723 04/27/2016 04/27/2017 BODILY INJURY(Per person) $ X ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X N PROPERTY DAMAGE $ ON-OW AUTOS NED (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LIAB CLAIMS-MADE UL90696723 04/27/2016 04/27/2017 AGGREGATE $ 1,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N A ANY PROPRIETOR/PARTNER/EXECUTIVE WC9 0696723 04/27/2016 04/27/2017 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION ORANGE4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE a County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Oran g ty ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 8181 Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE -401I' -.‘a Ate L109 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD