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Home My WebLink About2018-791-E AMS - Trademaster Seymour Center VAV controller DocuSign Envelope ID:833B4E95-E640-4B80-9087-123603321132 DS [Departmental Use Only] TITLE Seymour VAV Contr. FY 2018 :FORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFPIRFQ GRANGE COUNTY This Services Agreement(hereinafter"Agreement"), made and entered into this 29th day of November, 2018, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina(hereinafter, the "County")and Trademasters Services, 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): Seymour-2551 Homestead Rd- installed a new VAV zone controller in the building directors office room 233 which is served by vav 0,117. Replaced the remaining 4 bypass controllers for units 1(rm107), 2(rm2040, 6(rml22), and 8(rm244). Set all the controller programs and tested the operations of the damper controls for all controllers. 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. ire) 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. i 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 Revised 10/17 DocuSign Envelope ID:833B4E95-E640-4B80-9087-123603321132 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 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. U) 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): installed a new VAV zone controller in the building directors office room 233 which is served by vav 0,117. Replaced the remaining 4 bypass controllers for units l(rml07), 2(rm2040, 6(rml22), and 8(rm244). Set all the controller programs and tested the operations of the damper controls for all controllers, 4. Duration of Services a, Term. The term of this Agreement shall be from 11/30/2018 to 12/31/2018. s Revised 10117 2 DocuSign Envelope ID:833B4E95-E640-4B80-9087-123603321132 b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. 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 11/30/2018. -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 Five Thousand Three Hundred Thirty Five Dollars ($5335.00). 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. G. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Paul Sorrell) 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.gqvldepartmentslpurchasing division/contracts.php). If Revised 10117 3 DocuSign Envelope ID:833B4E95-E640-4B80-9087-123603321132 County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark NIA 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 Managcr. 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. I 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. c. 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 Revised 1 C1117 4 DocuSign Envelope ID:833B4E95-E640-4B80-9087-123603321132 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. e. 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 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. 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 Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran eg countync. o�partinents/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 Revised 10/17 5 DocuSign Envelope ID:833B4E95-E640-4B80-9087-123603321132 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 Patties. 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. i. Signature . This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of j 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 mil, return receipt requested to the following: Orange County Provider's Name Attention: Paul Sorrell Tradeniasters Services, Inc. P.O.Box 8181 5012 Neal Drive Hillsborough,NC 27278 Durham,NC 27705 [SIGNATURE PAGE TO FOLLOW] Revised 10117 6 DocuSign Envelope ID:833B4E95-E640-4B80-9087-123603321132 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: DocuSigned by: DocuSigned by: �blh,lil.lt, CI AdMWIt, ,�,t� By: $y. 0637994B755E477 7 0590239 1 CAE54AU - _-- County Manager Joseph Hackett, Service Manager Printed Name and Title i Revised 10117 7 DocuSign Envelope ID:833B4E95-E640-4B80-9087-123603321132 Tradernasters Services,Incorporated Invoice 919-382-3332 (fax) 5012 Neal Road Date Invoice# Durham,NC 27705 811512018 9558 Bill To Ship To Orange County Seymour Center Asset Management Services AT-fAi:Allison Cooper 131 W.Margaret Ln. Hillsborough,NC 27278 P.O.No. Terms Job# Project 1900311-00 Due on receipt 180355-SEY-0 Replace bad controllers Description Qty Rate Amount 7-31-18 Installed a new VAV zone controller in the building Directors office room#233 which is served by vav 0,117.Replaced the remaining(4)bypass controllers for units 1(rm107),2(rm204), 6(rml22),and 8(rm244).Set all the controller programs and tested the operations of the damper controls for all controllers. All work has been completed as per our quote. 5,335.00 5,335,00 This Invoice is 58 day PAST DLTE!l!Please submit payment and/or contact us as soon as possible. 'Thank You? I If you have any questions,please e-mail Accounts_Receivable@trademastersnc.com or call 919-382-3330. Subtotal $5,335.00 Any unpaid invoices more than 30 days past due will be subject to a charge of 1.5%per month which is an 18%annual rate. Sales Tax (7.5%) $0.00 A 4%credit card transaction processing fee will be applied to invoices paid by AMEX,MC, or VISA. Total $5,335.00 Thank you for your business! Payments/Credits $0.00 Balance Due $5,335.00 DocuSign Envelope ID:833B4E95-E640-4B80-9087-123603321132 Q '4 CERTIFICATE OF LIABILITY INSURANCE DATEOHIDDI4117,2{k18 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 INSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policyfies) must have ADDITIONAL INSURED Provisions or be endorsed. if SUBROGATION IS WAIVED, subject to (he 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 endorsements. PRODUCER CONTACT FEDERATED MUTUAL INSURANCE COMPANY PH CLIENTCONTACT CENTER HOME OFFICE:P.O.BOX 328 AICNL Exk).888-33'3-4949 FAX No):507•-4464664 OWA7DNNA,MN 55060 AAIL DDRESS:CLIENTCONTACTCENTER ct FEDINS.COM MSURER(SI AFFORDING COVERAGE NAIL# INSURER A:FEDERATED MUTUAL INSURANCE COMPANY 13935 INSURED --- 348-705.5 INSURER B: TRADEMASTERS SERVICES INCORPORATED INSURER c: 5012 NEAL RD — DURHAM,NC 27705-2362 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:34 REVISION NUMBER:2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED- NOMTHSTAN13ING 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 TYPE OF INSURANCE DL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS L INSR WVD MMIODIYYYY MMIDDIYYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR PREEMISFS TO RENTEDSiO0,000 M€D EXP(Any one person} EXCLUDED A Y N 9337203 0211112018 0211112019 PERSONALS ADV INJURY $1,000,000 FGEOTHER: N'L AGGREGATE LIMIT APPLI€S PER: GEN€RAL AGGREGATE $2,000,QOt?OLICY �JECT ❑LOC PRODUCTS-COMPIOP AGO $2,DDG.000 AUTOMOBILE LIABILITY - po"I INED SINGLE LIMIT $1,000,000 Ea accidr X ANY AUTO BODILY INJURY(Per personl AWNED AUTOS ONLY SCHEDULED A AUTOS Y N 9337203 02/11/2018 02/11/2019 BODILY INJURY(Peraccideni) HIRED AUTOS ONLY RON-OWNED PROPERTY DAMAGE AUTOS ONLY Per acc de 1 X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $5,0 0,000 A EXCESS LIAR CLAIMS-MADE N N 9337204 02/11/2018 02/11/2019 AGGREGATE $5,GD0,0D0 OED I I RETENTION WORKERS COMPENSATION X PER STATUTE OAR AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORMARTNERIEXECUTIVE E.L EACH ACCIDENT $1,000,DDD A OFFICERIME.MBER EXCLUDEDT N I A N 9337205 02/11/2018 02/1112019 E.L DISEASE•EA EMPLOYEE (MandMory In HHJ $1,000,000 If yes,describe under - DESCRIPTION OF OPERATIONS beteW E.L DISEASE-POLICY LIMB $1,00D,0170 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101.AddlIlDnal Remarks Schedule,may be atlacthed ll mare space is.requiredl SEE ATTACHED PAGE CERTIFICATE HOLDER CANCELLATION 348-705-5 342 ORANGE COUNTY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PO BOX 8181 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN HILLSBOROUGH,NC 27278-8181 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 0 1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2018103) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:833B4E95-E640-4B80-9087-123603321132 AGENCY CUSTOMER ID: 348-705-5 LOC#{: ACCORV �•� ADDITIONAL REMARKS SCHEDULE page Of 9 A0ENCY NAMED INSURED FEDERATED MUTUAL INSURANCE COMPANY TRADEMASTERS SERVICES INCORPORATED 5012 NEAL RD SEE CERTIFICATE#34.2 POLICY NUMBER DURHAM, NC 27705-2362 CARRIER r4=CODE SEE CERTIFICATE #34.2 EFFECTIVE DATE::SEE CERTIFICATE }34.2 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE CERTIFICATEHOLDER IS AN ADDITIONAL INSURED SUBJECT TO THE CONDITIONS OF THE ADDITIONAL INSURED BY CONTRACT ENDORSEMENT FOR GENERAL LIABILITY AND BUSINESS AUTO LIABILITY. ADDITIONAL INSURED ALSO INCLUDES RECREATION FACTORY PARTNERS. SPECIAL CONTRACTORS FLOATER COVERAGE FORM IM-F-30 ITEM E PROVIDES COVERAGE FOR BORROWED, RENTED OR LEASED EQUIPMENT FOR A PERIOD NOT TO EXCEED 60 DAYS FROM THE DATE OF THE RENTAL AGREEMENT. A $50,000 LIMIT APPLIES TO ALL EQUIPMENT BORROWED, LEASED OR RENTED UNDER POLICY #9337203 ACORD 101 (2008101) (D 2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD