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HomeMy WebLinkAbout2018-789-E AMS - Sasser Companies Millhouse mobile officeRevised 10/17 1 [Departmental Use Only] TITLEMillhouse Mobile Off. FYFY 2019 NORTH CAROLINA SERVICES AGREEMENTUNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement(hereinafter “Agreement”), made and entered into this 3rdday of December, 2018,(“Effective Date”) by and between OrangeCounty, North Carolinaapolitical subdivisionof the State of North Carolina(hereinafter, the "County") and Sasser Companies, Inc, (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):For the 12 month lease, setup and breakdown of a mobile office unit located on the Millhouse Parks Operations Base propertyand related services as reflected in the attached quote dated November 30th,2018. 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 Section3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2.Responsibilities ofthe Provider a.Services to be provided.The Providershall provide the County with all services requiredin 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 Providershall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Providerpractice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4 Revised 10/17 2 performance of these services. Provideris solely responsible for the professional quality, accuracy and timely completion and/orsubmission of all workrelated to the Basic Services. ii)Provider shall be responsible for all errors or omissionsof its agents, contractors, employees,or assignsin 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 Providershall 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 permissionfor 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 Providerengaged by the Providerin the performance of any work or services required of the Providerunder this Agreement, shall be considered employees or agents of the Provideronly and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract onbehalf 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 representsthat it and/or its employees, agents and subcontractorsengaged 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):Services include the lease of a mobile office unit for a 12 month period, hook up of electrical power to theunit, and the breakdown of the unit after the term of the lease.Also includes the supply of potable water and a pump and haul service. 4.Duration of Services a.Term.The term of this Agreementshall be from 12/3/2018to 1/31/2020. b.Scheduling of Services. i)The Providershall schedule and perform itsactivities in a timely manner. DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4 Revised 10/17 3 ii)Should the County determine that the Provideris behind schedule, it may require the Providerto expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform itsservices 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 12/4/2018. 5.Compensation a.Compensation for Basic Services.Compensation for Basic Services shall include all compensation due the Providerfrom the County for all services under this Agreement. The maximum amount payable for Basic Servicesshall not exceedthirty five thousand, seven hundred and sixty fourDollars ($35,764). Payment for Basic Servicesshall 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.Providershall 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/Aas being not applicable). Providershall not commence work until such insurance is DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4 Revised 10/17 4 in effect and certification thereof has been received by the County's Risk Manager. 8.Indemnity a.Indemnity.The Provideragrees, 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 Providerexcept to the extent same are caused by the negligence or willfulmisconduct 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 Carolinalaw. 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 Providermay 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 Providershall 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 Providershall 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 Providershall 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 Countyto require compliance by the Providerwith 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. DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4 Revised 10/17 5 e.Suspension.County may suspend the Basic Servicesand this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Servicesuntil notified to proceed by County. 11.Additional Provisions a.Limitation and Assignment.The County and the Providereach bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Providershall 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 subcontractoridentified, 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 subcontractoridentified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c.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 Policyand 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. 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 OrangeCounty, 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.EntireAgreement.This Agreement represents the entire and integrated agreement between the County and the Providerand 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. DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4 Revised 10/17 6 f.Severability.If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall bevalid 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 thingsby 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.Provideracknowledges 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 Providerof 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 onl y 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/orfederal 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 consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A 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 CountyProvider’s Name Attention:Alan DormanKevin Sasser P.O. Box 8181PO Box 10 Hillsborough, NC 27278Whitsett, NC 27377 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4 Revised 10/17 7 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: By: _________________________________ County Manager By: __________________________________ Kevin Sasser, President Printed Name and Title DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4 Phone: (336)449-1144 PO Box 10, Whitsett NC 27377 Fax: (336)449-1151 www.SASSERCOMPANIES.com Orange County Millhouse 6823 Millhouse Road Chapel Hill, NC. 27516 November 30, 2018 Dear Mr. Dorman, Thank you for the opportunity to provide you with a proposal for the temporary office located at 6823 Millhouse Road Chapel Hill, NC. The project is generally described as leasing, set up and breakdown of temporary office. The attached description will detail all items included in our scope of work. The items of work as required to complete the temporary office located at 6823 Millhouse Road Chapel Hill, NC will be performed for The Total Investment of $35,763.26 Thank you, Kevin Sasser President Office (336) 449-1144 Cell (336) 516-5140 kevin2@sassercompanies.com DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4 Page | 2 Orange County Millhouse 6823 Millhouse Road Chapel Hill, NC. 27516 November 30, 2018 GENERAL CONDITIONS Site supervision Clean up Permit Temporary Office Property and liability insurance Set up 56 x 12 mobile office as per quote from Williams Scotsman submitted to Orange County on 11/29/18 Steps Vinyl Skirting Includes weekly pump and haul service for sewer and potable water Removal after completion of rental Quote is for 12 month rental. After 12 months the rate would be at $1,088.90 per month PLUMBING Materials and labor to connect to pump and haul tanks which includes heat taping and insulating water line. Our plumber Tony Coleman has provided us an estimate of $700.00 to connect and disconnect. Actual cost will be billed on time and material based on tank locations. Disconnect after completion of rental. ELECTRICAL Materials and labor to for electrical connection from existing maintenance shop to mobile office. Includes trenching, hauling off spoils and backfilling ditch with clean stone. Disconnect after completion of rental. DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4 Page | 3 ITEMS NOT INCLUDED Any work other than noted above ALTERNATES Monthly rental rate after 12 months of $1,088.90 per month DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSRADDLSUBR LTRINSDWVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFFPOLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE$ DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY$ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO-POLICYLOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNEDSCHEDULED BODILY INJURY (Per accident)$AUTOS ONLYAUTOS HIREDNON-OWNED PROPERTY DAMAGE $AUTOS ONLYAUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE$ DEDRETENTION$ PEROTH- STATUTEER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE$ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGENAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 have ADDITIONAL INSURED provisions or 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). COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDERCANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 02/26/2018 License # 1000009384 (336) 228-0541(866) 590-4281 12572 Sasser Companies Inc P O Box 10 Whitsett, NC 27377 12304 A 1,000,000 S 225375902/01/201802/01/2019 500,000 15,000 1,000,000 3,000,000 3,000,000 1,000,000A S 225375902/01/201802/01/2019 10,000,000A S 225375902/01/201802/01/2019 B WCV613912402/01/201802/01/2019 1,000,000 1,000,000 1,000,000 Orange County is an additional insured under the General Liability for work performed by the named insured for such additional insured, if required by contract signed by an authorized representative of the named insured. Orange County PO Box 8181 Hillsborough, NC 27278 SASSCOM-01DBAKER Hub International Carolinas PO Box 939 Burlington, NC 27216 Selective Insurance Company of America Accident Fund General Insurance Company X X X XX DocuSign Envelope ID: E5062425-AC7E-4401-9D8D-C418139689F4