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HomeMy WebLinkAbout2017-660 OPT - Signarama signageRevised 10/17 1 NORTH CAROLINA CONSTRUCTION SERVICES AGREEMENT UNDER $50,000 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter “Agreement”), is made and entered into this 14th day of December, 2017 by and between Orange County, North Carolina (hereinafter the "Owner") party of the first part; and Signarama (hereinafter the "Contractor"), party of the second part; W I T N E S S E T H: 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: December 14, 2017 through June 30, 2018. The Project Commencement Date shall be December 14, 2017. Dollar Amount Not to Exceed: One Thousand Three Hundred Ninty Dollars & Sixty-Four Cents ($1,390.64) 2. SERVICES Contractor agrees to provide the following construction services (the “Work”): Provide signs per Quote 11918 dated 11/30/2017. 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 with the Owner. All personnel engaged in work under this Agreement shall be fully qualified DocuSign Envelope ID: F6488F9A-23DB-466D-8916-C1E2BC3ABAD3 Revised 10/17 2 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, without limitation, 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 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 DocuSign Envelope ID: F6488F9A-23DB-466D-8916-C1E2BC3ABAD3 Revised 10/17 3 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 identified, and has not utilized the services of any agent or subcontractor identified, on the lists created by the State Treasurer pursuant to G.S. 147-86.58 and G.S. 147-86.81. This Agreement DocuSign Envelope ID: F6488F9A-23DB-466D-8916-C1E2BC3ABAD3 Revised 10/17 4 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] DocuSign Envelope ID: F6488F9A-23DB-466D-8916-C1E2BC3ABAD3 Revised 10/17 5 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 By _________________________ By ________________________________ County Manager Signarama 200 S. Cameron St. 3702 Hillsborough Road, Ste 1 P.O. Box 8181 Durham, NC Hillsborough, NC 27278 27705 DocuSign Envelope ID: F6488F9A-23DB-466D-8916-C1E2BC3ABAD3  Signarama of Durham, Chapel Hill & RTP DesignElement of North Carolina 3702 Hillsborough Road, Suite 1 Durham NC 27705-2953 United States Phone: 919-383-3500 Fax : 919-383-1991 Greer and Associates, Inc. EIN # : 56-1812649 Quote 11918 - Orange Cty Signs-ACM-Motor Pool, Bus Yard, Admin Ofc Expiration Date : 12/20/2017 Quote for Contact Shipping/Install Orange County Asset Management Orange County Admin Bldg. 131 W. Margaret Lane PO BOX 8181 Hillsborough NC 27278 Angel Barnes Phone : (919) 245-2628 Email : abarnes@orangecountync.gov Address : Orange County Admin Bldg. 131 W. Margaret Lane PO BOX 8181 Hillsborough NC 27278 Quote #Quote Date Sales Rep Payment Terms PO PO Date 11918 11/30/2017 Chris Kowal chris@signsdurhamnc.com 50/50 Items #Item Qty Unit Price Disc. Price Total (Ex. Tax)Tax 1 AlumaCor ACM 6mm 1/4" W:43.0 in. X H:43.0 in. , Double Sided Aluminum .15 skin with 6mm pvc core-DF 38.52 Sqft Laminate Over Print 38.52 Sqft Direct Substrate Digital Print - Color -------------------- One sign each layout-3 signs x1 OCPT Motor Pool Garage x1 OCPT Bus Yard x1 OCPT Administrative Offices 3 $422.87 $422.87 $1,268.61 $95.15 Total Sub Total Setup Total Tax(%)Taxable Amount Non-Taxable Amount Final Price $1,268.61 $25.00 $97.03 (7.5%)$1,268.61 $0.00 $1,390.64 Downpayment ( %)$0.00 Terms And Conditions Invoices & Cancellation of Orders:Sign-A-Rama (Vendor) prepares your order according to your specifications. Therefore, prior to it’s commencement, your order is only cancelable with the Vendor’s prior written consent. After commencement of your order (the point at which materials are assembled and work has begun), your order is non-cancelable. The Customer is Solely Responsible for Proofreading Vendor does not assume any responsibility for the correctness of copy. Therefore, you must review and sign a proof prior to our commencement of your order. By signing your proof, you approve of its content and release the Vendor to commence our work. You are solely responsible for the content of the proof once it has been signed. However, if we should make an error in producing the work as proofed, please be assured that we will redo the work as quickly as possible and without charge to you.Vendor’s Liability Vendor’s total liability is hereby expressly limited to the services indicated on the invoice and Vendor will not be liable for any subsequent damages, consequential damages, or otherwise. All dates promised on this invoice are approximations unless the word “firm” is written and acknowledged by the Vendor. Emailed 11/30/2017 10:29 EST by CK Page 1 of 2 DocuSign Envelope ID: F6488F9A-23DB-466D-8916-C1E2BC3ABAD3 Terms of Payment: Upon ordering, you must give Vendor a 50% deposit. Your balance will be due upon delivery and/or installation. Vendor may, at its sole discretion, extend credit terms to you upon approval.C ollection Procedures: Invoices are considered delinquent thirty (30) days from the date that your order is completed. After the thirtieth day, a late charge of $25.00, together with interest accruing at the rate of 1.5% per annum, or the maximum rate allowable by law is assessed. You shall be liable for all costs related to collection of delinquent invoices, including court costs and attorney’s fees. Customer’s Acceptance of Work: Customer’s acceptance, either personal or through his/her agent(s) and/or employee(s) of the work ordered shall be deemed as full acceptance. This means that by accepting delivery of the work, customer affirms that the work substantially conforms to all expectations. Lost or Substantially Forgotten Work: If customer does not take possession of completed work within thirty (30) days from notification of completion, then the work will be considered lost or forgotten, and vendor will not be responsible for further loss. Customer will be billed and responsible for payment for work that has been completed for Orange County Asset Management Signature Date We agree to your terms and conditions. Please proceed with the order. Emailed 11/30/2017 10:29 EST by CK Page 2 of 2 DocuSign Envelope ID: F6488F9A-23DB-466D-8916-C1E2BC3ABAD3 TheACORDnameandlogoareregisteredmarksofACORD CERTIFICATE HOLDER ©1988-2014ACORDCORPORATION.Allrightsreserved. ACORD25(2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES(Eaoccurrence)$DAMAGE TO RENTED EACHOCCURRENCE$ MEDEXP(Anyoneperson)$ PERSONAL&ADVINJURY$ GENERAL AGGREGATE$ PRODUCTS - COMP/OP AGG$ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE$ EACHOCCURRENCE$UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L.EACHACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE Ifyes,describeunder DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALLOWNEDSCHEDULED HIRED AUTOS NON-OWNED AUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILYINJURY(Perperson) BODILYINJURY(Peraccident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Eaaccident) (Peraccident) OTHER: 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). COVERAGESCERTIFICATENUMBER:REVISIONNUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC# INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDINGCOVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 6/28/2017 Colonial Insurance Agency Hillsborough PO Box 490 HILLSBOROUGHNC27278 (919)732-2191 (919)732-2192 Greer And Associates Inc dba Signarama Design Studio of Durham, DesignElement 3702 Hillsborough Rd Ste 1 DurhamNC27705-2953 Owners32700 CL1762802294 A X X X 351717296/30/20176/30/2018 1,000,000 300,000 10,000 1,000,000 3,000,000 3,000,000 Premises/Operations A X 49250657046/30/20176/30/2018 1,000,000 Uninsured/Underinsured 1,000,000 A X X 10,000 4925065702 6/30/2017 6/30/2018 2,000,000 2,000,000 A 35148890 6/30/2017 6/30/2018 1,000,000 1,000,000 1,000,000 Job Location: 2551 Homestead Rd Chapel Hill NC 27517 Certificate holder is additional insured with respects to General Liability by signed written contract before a loss. CARLA MOORE/CARLA Orange County PO Box 8181 Hillsborough, NC 27278 abarnes@orangecountync.gov DocuSign Envelope ID: F6488F9A-23DB-466D-8916-C1E2BC3ABAD3