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HomeMy WebLinkAbout2018-153-E AMS - Northwestern Emergency Vehicles GEO TabsDocuSign Envelope ID: F3C7762A- 23A9- 4B50- BCBB- 793718768C3A [Departmental Use Only] TITLE Geo Tab Installs FY 2018 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement "), made and entered into this 25th day of April, 2018, ( "Effective Date ") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County ") and Northwestern Emergency Vehicles, (hereinafter, the "Provider "). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): install Geo tab in Emeregncy Services vehicles. ii) By executing this Agreement, the 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. 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 10/17 DocuSign Envelope ID: F3C7762A- 23A9- 4B50- BCBB- 793718768C3A 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) 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 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. vi) 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 (fully describe services to be provided): labor of two men over two days to install Geo tab in approximately 18 Emergency Services vehicles, as detailed in provided April 18, 2018 quote. 4. Duration of Services a. Term. The term of this Agreement shall be from April 25, 2018 to May 30, 2018.. b. Scheduling; of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 10/17 2 DocuSign Envelope ID: F3C7762A- 23A9- 4850- BCBB- 793718768C3A 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 May 1, 2018. 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. The maximum amount payable for Basic Services shall not exceed two thousan seven hundred Dollars ($2,700). 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 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. 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 in 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 (Alan Dorman) to act as the 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 furnish information. 7. Insurance 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 County'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 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. Revised 10/17 3 DocuSign Envelope ID: F3C7762A- 23A9- 4850- BCBB- 793718768C3A 8. Indemnity a. Indemnity. The Provider agrees, without limitation, 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 property damage or bodily injury including death 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 County. 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. 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. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any 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. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Revised 10/17 4 DocuSign Envelope ID: F3C7762A- 23A9- 4850- BCBB- 793718768C3A Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. 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. 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are 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 identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.81. Non - Discrimination. 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 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.oran e�ync. og v /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. 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. Revised 10/17 5 DocuSign Envelope ID: F3C7762A- 23A9- 4B50- BCBB- 793718768C3A 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 full risk of the County. 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 immediately 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 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 Provider of such limitation or change in County's legal authority. Signatures. tures. 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 the intent of the Parties to comply with Article I 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 Name Attention: Northwestern Emergency Vehicles P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 10/17 6 PO Box 790 Jefferson, NC 28640 DocuSign Envelope ID: F3C7762A- 23A9- 4850- BCBB- 793718768C3A 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: By. EDocuSigned by: 0637994B755E477... 6lnJAA, R%OAt r5t" l,VU11Ly 1viaiiagcl Revised 10/17 7 PROVIDER: DocuSigned by, BY: �1 l i a*bb ,BF9DEC522F7492... Richard Hamby, President Printed Name and Title DocuSign Envelope ID: F3C7762A- 23A9- 4B50- BCBB- 793718768C3A NOR THWESTERN EMER GENCY VEHICLES PO BOX 790 JEFFERSON, NORTH CAROLINA 28640 PHONE: (800) 536 -8488 MOBILE: (336) 877 -7400 TAX.- (336) 246 -8978 APRIL 18, 2018 NORTHWESTERN EMERGENCY VEHICLES ORANGE COUNTY GEO TAB INSTALL • INSTALL GEO TAB IN ORANGE COUNTY FLEET. • APPROXIMATELY 18 UNITS. • 2 MEN / 2 DAYS. TOTAL: $2,700.00 POC: DON MARLOW SHOP MANAGER Page 1 of I DocuSign Envelope ID: F3C7762A- 23A9- 4B50- BCBB- 793718768C3A X411 , CERTIFICATE OF LI TH15 CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONL CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITU REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL_ INSURED, the the terms and conditions of the policy, certain ,policies may require an e certificate holder in lieu of such endorsement(s). PRODUCER MILLER INSURANCE AGENCY P O BOX 390 WEST JEFFERSON, NC 28694 INSURED VEHICLES INC P 0 BOX 790 JEFFERSON, NC 28640 OP ID: LS ABILITY I N 5 U RA N C E DATE (MMMDDrrvvv) 0412012018 Y AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES TE A CONTRACT BETWEEN THE ISSUING INSURERIS), AUTHORIZED policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to ndorsement. A statement on this certificate does not confer rights to the CONTACT NAME: Lewis W Shepherd PHONE Ex : 336 -246 -7151 E-MAIL FAX No): 336 - 246 -5138 lewisSmillerinsurance.org nce.o SO ER CU NORTEM1 CUSTOMER IO #: INSURERS AFFORDING COVERAGE NAIC # INSURERA: EMPLOYERS MUTUAL INS CO INSURER 6: INSURER C ; INSURER D; [INSURER E SURER F : 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. INSR LTR TYPE OF INSURANCE. FNRR POLICY NUMBER MWDCDrfYYY (MM bCDNYYY LIMITS WVD GENERAL LIABILITY EACH OCCURRENCE 1,0001.00 A X COMMERCIAL GENERAL LIABILITY 2D2-d5 -21 -19 04/2712018 04127/2019 PREMISES Ea occurrence $ 300,00 ErCLAIMS -MADE 7x MED EXP (Any one person) $ 5,00 PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GENT AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG $ 2,000,00 X POLICY PRO- LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A X ANY AUTO 2E245 -21 -19 04/2712018 CW2712019 (Ea accident) $ 1,000,00 ALL OWNED AUTOS BODILY INJURY (Per Person) $ SCHEDULED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE HIRED AUTOS $ (PER ACCIDENT) NON -OWNED AUTOS GARAGE $ 1,000,00 A X GARAGE LIABILITY 2E2- 45 -21 -19 [1412712018 04!2712019 GARAGE AGG s 3,000,00 UMBRELLA LIAe X OCCUR EACH OCCURRENCE S 51000,00 EXCESS LIAR CLAIMS -MADE A 2J2- 45-21 -19 04127/2018 04/27/2019 AGGREGATE $ 5,000,00 DEDUCTIBLE $ X RETENTION $ 10,000 $ AND EMPLOYERS' COMPENSATION LIABILITY A ILIT YIN WC TATT X O R AND EMPLOYERS' LIABILITY A OPRCERIMEMBERrEXCLUDED ?ECUTIVE ❑ NIA 2H2- 45 -21 -19 041271201$ 0 412 712 0 1$ E,L. EACH ACCIDENT $ 500,00 (Mandatory In an If describe under E.L. DISEASE - EA EMPLOYEE S 500,00( y9s, DESCRIPTION OF OPERATIONS below E L. DISEASE - POLICY LIMIT $ 500,00 • 1PHYSICIAL DAMAGE 2E2A5 -21 -19 04127/2018 04/2712019 DEALER PH 400,00 • IGARAGE KEEPERS 11 2E2- 45 -21 -18 04127120'18 04127!2019 GARAGE KE 400,00 DESCRIPTION OF OPERATIONS LOCATIONS 7 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) CERTIFICATE HOLDER CANCELLATION ORANGEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ORANGE COUNTY THE EXPIRATION 'DATE THEREOF, NOTICE WILL BE DELI RED IN PO BOX 8181 ACCORDANCE WITH THE POLICY PROVISIONS, HILLSBOROUGH„ NC 27278 - AUTHO D REPRESENTATIVE e 0 1988 -2009 ACORD dORPORATIQ . All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registelred marks of ACORD 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. INSR LTR TYPE OF INSURANCE. FNRR POLICY NUMBER MWDCDrfYYY (MM bCDNYYY LIMITS WVD GENERAL LIABILITY EACH OCCURRENCE 1,0001.00 A X COMMERCIAL GENERAL LIABILITY 2D2-d5 -21 -19 04/2712018 04127/2019 PREMISES Ea occurrence $ 300,00 ErCLAIMS -MADE 7x MED EXP (Any one person) $ 5,00 PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GENT AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG $ 2,000,00 X POLICY PRO- LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A X ANY AUTO 2E245 -21 -19 04/2712018 CW2712019 (Ea accident) $ 1,000,00 ALL OWNED AUTOS BODILY INJURY (Per Person) $ SCHEDULED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE HIRED AUTOS $ (PER ACCIDENT) NON -OWNED AUTOS GARAGE $ 1,000,00 A X GARAGE LIABILITY 2E2- 45 -21 -19 [1412712018 04!2712019 GARAGE AGG s 3,000,00 UMBRELLA LIAe X OCCUR EACH OCCURRENCE S 51000,00 EXCESS LIAR CLAIMS -MADE A 2J2- 45-21 -19 04127/2018 04/27/2019 AGGREGATE $ 5,000,00 DEDUCTIBLE $ X RETENTION $ 10,000 $ AND EMPLOYERS' COMPENSATION LIABILITY A ILIT YIN WC TATT X O R AND EMPLOYERS' LIABILITY A OPRCERIMEMBERrEXCLUDED ?ECUTIVE ❑ NIA 2H2- 45 -21 -19 041271201$ 0 412 712 0 1$ E,L. EACH ACCIDENT $ 500,00 (Mandatory In an If describe under E.L. DISEASE - EA EMPLOYEE S 500,00( y9s, DESCRIPTION OF OPERATIONS below E L. DISEASE - POLICY LIMIT $ 500,00 • 1PHYSICIAL DAMAGE 2E2A5 -21 -19 04127/2018 04/2712019 DEALER PH 400,00 • IGARAGE KEEPERS 11 2E2- 45 -21 -18 04127120'18 04127!2019 GARAGE KE 400,00 DESCRIPTION OF OPERATIONS LOCATIONS 7 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) CERTIFICATE HOLDER CANCELLATION ORANGEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ORANGE COUNTY THE EXPIRATION 'DATE THEREOF, NOTICE WILL BE DELI RED IN PO BOX 8181 ACCORDANCE WITH THE POLICY PROVISIONS, HILLSBOROUGH„ NC 27278 - AUTHO D REPRESENTATIVE e 0 1988 -2009 ACORD dORPORATIQ . All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registelred marks of ACORD