The URL can be used to link to this page

Home My WebLink About2017-416-E DEAPR - Sof Surfaces, Inc. for playground safety surfacing DocuSign Envelope ID:6F029BD1-08A9-4E09-B44A-92E559542BE6 NORTH CAROLINA CONSTRUCTION SERVICES AGREEMENT UNDER$50,000 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter "Agreement"), is made and entered into this 14th day of August, 2017 by and between Orange County, North Carolina (hereinafter the "Owner") party of the first part; and Sof Surfaces, Inc. (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 AND MAXIMUM AMOUNT PAYABLE Beginning and ending dates of contract: September 1, 2017 through October 31, 2017. The Project Commencement Date shall be determined. Dollar Amount Not to Exceed: Thirty-six thousand, ninety-eight dollars and four cents. ($36,098.04) 2. SERVICES Contractor agrees to provide the following construction services (the "Work"): Provide materials and install new "sof surfaces" playground safety surfacing at Efland Cheeks Community Park, per quote provided and dated 8/8/2017. 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. 3. 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. 4. RELATIONSHIP OF PARTIES 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 Revised 2/17 1 DocuSign Envelope ID:6F029BD1-08A9-4E09-B44A-92E559542BE6 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. 5. SUSPENSION AND TERMINATION This Agreement may be terminated by Contractor upon thirty (30) days' written notice to the Owner, and the Owner may terminate this Agreement upon thirty (30) days' written notice to Contractor. Owner may suspend the Work at any time for Owner's convenience and without penalty to Owner upon three (3) days' notice to Contractor. Upon any suspension by Owner Contractor shall discontinue the Work and shall not resume the Work until notified to proceed by Owner. The notice required by this section or any other notice shall be delivered via certified mail, return receipt requested to the parties at the addresses as shown on the signature page to this Agreement. Such notice is deemed given upon its delivery to, or deposit in a receptacle of, the United States Post Office. 6. INSURANCE REQUIREMENTS Contractor 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 http://www.orangecountync.gov/departments/purchasing division/contracts.php). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here n/a (if no additional insurance required mark N/A as being not applicable). Contractor shall not commence construction work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7. 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 resulting in property damage or personal injury, including death, or other loss related to the Work. Contractor is responsible for all errors or omissions caused by its agents, contractors, employees, or assigns in the performance of this Agreement. It is the intent of this section to require Contractor to indemnify the Owner to the full extent permitted under North Carolina law. 8. 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. 9. NON—APPROPRIATION Revised 2/17 2 DocuSign Envelope ID:6F029BD1-08A9-4E09-B44A-92E559542BE6 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. 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. DISPUTE RESOLUTION Any dispute with respect to any provision of, or the performance or non-performance of, this Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. The policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). 11. ENTIRE AGREEMENT The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it, together with specifically referenced documents, 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. Should any conflict arise in the terms of any documents referenced herein and this Agreement the terms of this Agreement shall be given priority and shall control over all other such documents. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of the proposal. 12. COMPLIANCE WITH LAW/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. Contractor 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 non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). Any violation of the Orange County Non-Discrimination Policy 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 Contractor affirms that Contractor and any subcontractors of Contractor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Contractor certifies that Contractor has not been Revised 2/17 3 DocuSign Envelope ID:6F029BD1-08A9-4E09-B44A-92E559542BE6 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. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. [SIGNATURE PAGE TO FOLLOW] Revised 2/17 4 DocuSign Envelope ID:6F029BD1-08A9-4E09-B44A-92E559542BE6 IN WITNESS WHEREOF Orange County and the Contractor have signed this agreement, effective as of the day and date first above written. ORANGE COUNTY CONTRACTOR ,¢.,DocuSigned by: e.---DocuSigned by: n" -n By fjbin,lttt, tkaAvittIrSk By errrtory Manager Coun J -L ME477 Chai PA !cFAtl r, Territory Manager• 200 S. Cameron St. Sof Surfaces, Inc. P.O. Box 8181 P.O. Box 239 Hillsborough,NC 27278 Petrolia, ON NON1R0 Revised 2/17 5 DocuSign Envelope ID:6F029BD1-08A9-4E09-B44A-92E559542BE6 JONES BROWN JONES BROWN INC. T 416.408.1920 1200-145 Wellington St.W F 416.408.4517 Toronto,ON M5J 1 H8 jonesbrown.com CERTIFICATE OF INSURANCE THIS IS TO CERTIFY that the policy(ies)of insurance described herein have been issued to the Insured named herein for the policy period indicated. Notwithstanding any requirement,term or condition of any contract of other document with respect to which the Certificate may be issued or may pertain,the insurance afforded by the policy(ies) described herein is subject to all the terms,conditions and exclusions of such policy(ies). HOLDER: To Whom It May Concern NAMED INSURED: SofSurfaces Inc. and SofSurfaces (USA) Inc. and John Edward Prins Holding Inc. 4393 Discovery Line Petrolia, ON NON 1R0 REFERENCE: Evidence of Insurance. Certificate Number: SOFSU-1-2016-GEN POLICY POLICY TERM LIMITS OF LIABILITY TYPE OF POLICY NUMBER From To (in CDN Dollars) Commercial General Liability SUM-CGL-01540-005 31-Dec-2016 31-Dec-2017 Per Occurrence Bodily Injury and/or Property Damage to a Third Insurer: Strategic Underwriting Party (Combined Single Limit): $ 2,000,000 Managers (SUM) Inc. Products/Completed Operations Aggregate Limit: $ 2,000,000 Personal Injury&Advertising Injury Limit: $ 2,000,000 Non-Owned Automobile Liability: $ 2,000,000 Contingent Employers'Liability: $ 2,000,000 Tenant's Legal Liability: $ 2,000,000 Including Cross Liability, Contractual Liability, Personal Injury,and Broad Form Property Damage. Special Conditions of this Certificate issued to the Certificate Holder: .None For and on behalf of: Jones Brown Inc. DATE: January 3, 2017 PER: I\ .(,t / Lisa Doig, Client Manag r Commercial Division �l J The insurance afforded is subject to the terms,conditions and exclusions of the applicable policy.This Certificate is issued as a matter of Information only and confers no rights on the holder and imposes no liability on the Insurer. E.&O.E. .JBICOI v 1(12-02-11) JON ES B R O W N.0 O M Page 1 of 1