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HomeMy WebLinkAbout2018-797-E AMS - Triangle Landscaping Historic Courthouse fill DocuSign Envelope ID:9FOOF44B-9FA3-483C-8632-7EE916691078 [Departmental Use Only] os TITLE Hist. courthouse Fill FY 18118 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFPIRFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 3rd day of December, 2018, ("Effective bate") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Triangle Landscaping 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 ofpro ect): Historic Courthouse-100 E king St- Remove old chiller unit, fill, and compact soil. Level ground seed and staw. All electrical lines will be removed to NC specs. 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 Revised 10/17 DocuSign Envelope ID:9FOOF44B-9FA3-483C-8632-7EE916691078 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, 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. 111) 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 acid 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): Remove old chiller unit, fill, and compact soil. Level ground seed and stave. All electrical lines will be removed to NC specs. 4. Duration of Services a. Term. The term of this Agreement shall be from 12/10/2018 to 2/10/2018. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 10117 2 DocuSign Envelope ID:9FOOF44B-9FA3-483C-8632-7EE916691078 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 12/10/2018. 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 Six Thousand Six Hundred Fifty Dollars ($6650.00). 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. 6. 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 ©range County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements(each document is incorporated herein by reference and may be viewed at http:/lwww.orangecountync.gov/d€partments/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 10117 3 DocuSign Envelope ID:9FOOF44B-9FA3-483C-8632-7EE916691078 S. 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 lava. 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. c. Compensation Auer 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. 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 Revised 10117 4 DocuSign Envelope ID:9FOOF44B-9FA3-483C-8632-7EE916691078 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 hgp://www.orangecounlyne.go-v/departrnents/purchasing division/contracts. h .) 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 Ai4reement. 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 10117 5 DocuSign Envelope ID:9FOOF44B-9FA3-483C-8632-7EE916691078 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-Appro rip ation. 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/car 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. 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 1 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:Paul Sorrell Triangle Landscaping Inc. P.O. Box 8181 PO Box 144 Hillsborough,NC 27278 Stem,NC 27581 [SIGNATURE PAGE TO FOLLOW] Revised 10117 6 DocuSign Envelope ID:9FOOF44B-9FA3-483C-8632-7EE916691078 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: EfO637994B755E477 By` . By• $ 80B3054�AB25407... County Manager Brad Lewis Printed Name and Title Revised 10117 7 DocuSign Envelope ID:9FOOF44B-9FA3-483C-8632-7EE916691078 Triangle Landscaping Inc. Estimate PO Box 144 Stern,NC 27581 Date Estimate# 1 112/2018 428 Larne 1 Address Change County Asset Management Services 131 West Margaret Lane Hillsborough,NC 27278 Project Description Qty Cost Total 100 RKing St.(Old Court house) Remove old chiller unit,fill and compact soil.Level ground seed 6,650.00 6,650.00 and straw.All clectricat lines will be removed to NC specs. i Total $6,650.00 Customer Signature DocuSign Envelope ID:9FOOF44B-9FA3-483C-8632-7EE916691078 DocuSign Envelope ID:58DC2589-AO06-4332-8C3F-E231B2FO3501 1 Erie CERTIFICATE OF INSURANCE insurance° -THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY- 100 Erie Ins.PI. , Erie,PA 15530 CERTIFICATE HOLDER COPY NAME AND NUMBER OF AGENCY DATE ISSUED 0 211 9120 1 8 THE SORGI INSURANCE AGENCY INC J.11095 IE CONSULTANT PL STE 102 NAME AND ADDRESS OF CERTIFICATE HOLDER OUHHAM, INC 27707-6313 919-682-4814 NAME AND ADDRESS OF NAMED INSURED — —--- ORANGE COUNTY TRIANGLE LANDSCAPING INC as PO BOX 8181 PO 13OX 144 HILLSBOROUGH NC 27278- STEfVI NC 27581-0144 This Is to certify that policies,as Indicated by Policy Number below,are in force for the Named Insured at the time that the certificate is being Issued. RO I 6 i T l f, fi �--hQ"[ . 0 $i e9I41f4iA�n[tt t�k ' `f�----- J9�x£A g a z .<e..cao- f ..# GENERAL LIABILITY 0272620479y 03/26/2018 03/26/2019 EACH OCCURRENCE FM1^s ` 100D000 " � GOMMERCIALG Ell ERAI_UABItI Y 00 COG OCCURRENCE FORM FIRE DAMAGEg , G E N'L AG G REGAT E U M IT APPLI ES (Any onepremtaes) 8 1000000 s a:ygu.: PER.POLICY K_r ? _ !g3: VOLUNTARY PROPERTY DAMAGE Mb D>JfP(Any one person) S 5000 . Z< PERSfTNAL&AQVINJURY $ 10000U0 =N�= �'�'�'��' :�a:.,_' GENERAL AGGREGATE S 2000000 �-';•' ';°`a:?3;3;_>;;c;": 3ii=Thii £siSc PRODUCT"OMPIOP Au^ S AUTOMOBILE LIABILITY 0032630379 03/26/2018 0312612019 RACILY INJURY (EACH PERSON) ANY AUTO(OWNED,HIRED, BODILY INJURY b NON-OWNED) EACHACCIOEN PROPERTY QAhfAGE S '>�f=$>�?•;9%�;;�'t$;'k:,%&s..�,'sb BODILY INJURY AND ` T PROPERTY DAMAGE $ 150000is >iy-k3'<g,;, . COMBINED EACH OCCURRENCE - -; ,--.,`; ::°8i. .,:._ ..`.jam,:M.=:M;::?S•k:: . AGGREGATEav° ? +* .; WORKERS COMPENSATION Q872600559 03/28/2018 03/2612019 STATUTORY AND BODILY ACCIDENT S EACH ACCIDENT EMPLOYERS LIABILITY INJURY DISEASE S 500000 POLICY LIMIT BY DISEASE $ 500000 500000 EACH EMPLOYEE DESCRIPTION OF OPERATIONS/LOCATIONS[VEHICLESJEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CANCELLATION:SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the poiicy(ies)must be endorsed.It SUBROGATION IS WAIVED,subject to the terms and f conditions of the policy,certain policies may require an endorsement.A statement On this cerlificate does not confer rights to the certilicate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED FOR INFORMATION PURPOSES ONLY AND ERIE INSURANCE CONFERS NO RIGHTS ON THE CERTIFICATE HOLDER.IT DOES NOT AFFIRMATIVELY OR NEGATIVELY LIST,AMEND,EXTEND OR OTHERWISE ALTER THE TERMS,EXCLUSIONS AND CONDITIONS OF INSURANCE COVERAGE CONTAINED IN THE POLICY(IES)INDICATED ABOVE.THE TERMS SEE REVERSE SIDE AND CONDITIONS OF THE POLICY(IES)GOVERN THE INSURANCE COVERAGE AS APPLIED TO ANY GIVEN SITUATION.LIMITS SHOWN MAY HAVE BEEN REDUCED BY CLAIMS PAID.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER AND CERTIFICATE HOLDER) AUTHORIZED UE-1566 09112 CIF REPRESENTATTVIE