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HomeMy WebLinkAbout2019-019-E AMS - Siemens Industry Justice humidity DocuSign Envelope ID: 12C2C73B-E5A5-42D3-861F-608EF32071C0 os [Departmental Use Only] Qv TITLE Justice Humidity FY 2019 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFPIRFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 8th day of January, 2019, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Siemens Industry 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): Justice-106 E Margaret Ln-Humidity control project. 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. 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 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 12/18 DocuSign Envelope ID: 12C2C73B-E5A5-42D3-861F-608EF32071C0 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). Siemens will provide and install (3) 18 x 18 electric duct heaters in the HP supply duct, will provide power to the duct heaters from nearest available power panel, will provide and install three duct humidity sensors in the HP return,duct, will provide and install one Siemens Bus interdace module with TX 1/0 for point pickup, will wire and terminate new control points, create and implement neccesary programming and system alarms, provide training on new controls and provide as-built drawings. 4. Duration of Services f a. Term. The term of this Agreement shall be from 1/21/2019 to 3/31/2019. Revised 12/18 2 DocuSign Envelope ID: 12C2C73B-E5A5-42D3-861F-608EF32071C0 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 1/21/2019. S. 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 Twenty Six Thousand Eight Hundred "Thirty Five Dollars ($25,835.00). 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. d. 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 Grange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountVnc-gov/departments/purchasing division/contracts.php). if County's Risk Manager determines additional insurance coverage is required such Revised 12/18 3 DocuSign Envelope ID: 12C2C73B-E5A5-42D3-861F-608EF32071C0 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 Manager. 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. 4. 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 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. i i) 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. Revised 121E 4 DocuSign Envelope ID: 12C2C73B-E5A5-42D3-861F-608EF32071C0 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.orangecouniyiie.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 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. Revised 12/18 5 DocuSign Envelope ID: 12C2C73B-E5A5-42D3-861F-608EF32071C0 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. 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. It. Nan-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, 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 I IA and Article 44 of North Carolina General Statute Chapter 65, 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 Siemens Industry, Inc P.O. Box 8181 215 Southport Dr, Ste 900 Hillsborough,NC 27278 Morrisville,NC 27560 [SIGNATURE PAGE TO FOLLOW] Revised 12/18 6 DocuSign Envelope ID: 12C2C73B-E5A5-42D3-861F-608EF32071C0 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 ❑ ritten. ORANGE COUNTY: PROVIDER: OocuSigned by: OocuSigned by: 2 By: O6379946755E477... �� CE2166�A3CF04CE... County lVianager Greg Collins Printed Name and Title i Revi Sed 12/19 7 DocuSign Envelope ID: 12C2C73B-E5A5-42D3-861F-608EF32071C0 SIEMENS Customer Proposal Orange County No.: 546-N-3052 Attn: Eddie Huffer Date: January 7,2619 Expires: April 6,2019 Project: Orange County—Justice Humidity Control Project Price: $26,835 Twenty Six Thousand Eight Hundred Thirty Five Dollars Scope of Work o Siemens will provide the following for Heat Pinup units HP16,HPI7,and HP18: a) Provide and install three(3)18"x 18"electric duct heater in the HP supply duct(1 per TIP), b) Provide power to the duct heaters from nearest available power panel. c) Provide and install three(3)duct humidity sensors in the IIP return duct(1 per FIP) d) Provide and install one(1)Siemens Bus Interface Module with TX 110 for point pickup. e) Wine and terminate new control points: i. Return humidify sensor. ii. Duct heater control. f) Create and implement necessary programming and system alarms. g) Provide training on new controls strategy. h) Provide as-built drawings. Clarifications/Exclusions o All work conducted during regular hours,from Sam to Spin Monday through Friday. o Project assumes the existing I lea t Pump units are in proper working condition. o Assumes power requirements for the duct heaters is available in the same mechanical room. The Terns and Conditions of'Sale shown on the attached are a part hereof Proposal Accepted: Proposal Submitted: Siemens Industry, Inc, is authorized to proceed with the work as proposed, Siemens Industry, Inc. Purchaser Seller Siemens Industry, Inc. By By Jacob Snyder Title Title Account Executive Date Date January 7,2019 Page] of 6 DocuSign Envelope ID: 12C2C73B-E5A5-42D3-861 F-608EF32071 CO RO® CERTIFICATE OF LIABILITY INSURANCE G6991201+SOY 1 11 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(les)must have ADDITIONAL INSURED provisions or he endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement oil this certificate does not confer rights to the certificate holder in lieu of such endorsemenl(s). PRODUCER CONTACT MARSH USA,iNC. NAME; PHONE I FAX 445 SOUTH STREET o A1C Nu; MORMSTOWN,NJ 01960.6454 EMAIL ADDRESS: INSURER{S AFFORDING COVERAGE NAIL n 100129 SBT 18n9 228 Renlas NOCBO INSURER A:HDI Global Insurance Com 41343 - — - INSURED SIEMENS INDUSTRY,INC. INSURER e:Travelers Prop.Rop.edy Casually Co.of America 25674 BUILDING TECHNOLOGIES INSURER C;The Travelers Indewily Company 25658 TON DEERFIELD PARKWAY INSURER D BUFFALO GROVE,IL 60009 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-009196547-11 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 0-1-HER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE: ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ l TR TYPEDF INSURANCE RDDL SORB POLICY NUMBER MMIUDY EYY MMIDE)rfEYYY LIMITS A X COMMERCIAL GENERAL LIABILITY GLD11101-10 10/0112018 10101/2019 EACH OCCURRENCE $DAMAGETORENTED 1,DOD,ODD CLAIMS-MADE u OCCUR E SES Eaaccurrenw $ I,OOD,OW MED EXP One _n $ 100,000 PERSONAL S ADV INJURY $ 1.000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 101000,000 X POLICY❑JEC LOC PRODUCTS-COMPIOPAGG $ INCL OTHER: $ S AUTOMOB$LELIAWLITY TC2J-GAP-7440L34A-18 10101f2018 10I0'112019 CEa accldOMBIN an!EOSlHGLE IMIT $ 2,00010DO 1xx ANYAUTO DODILY INJURY(Per person) $ NIA OWNED SCHEDULED BODILY INJURY(Par a"Ideal) $ WA AUTOS ONLY AUTOS HIRED X NON-OWNED PROPERTY DAMAGE $ NIA AUTOS ONLY AUTOS ONLY Per den $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION TC2J-U9,90 9X508.18(AOS) I !ff19 x PER E OTH- AND EMPLOYERS'LIABILITY 1,�O,D00 YIN TRK-US-SU497(51A 18(Az,MA,OR,Wi) famuzDls 1010112019 °REP7EClJT1VE N NIA EL EACH ACCIDENT $ $ OFFICiIMEItifBFRE}(CLUb tMandalory in NHy TW7fJ-UB 7440L338.18{OH&WA} 10101I2018 1010112019 F.L.DISEASE-EA EMPLOYEE $ 1.000,D00 II yas,deacriha under "'$500K OMIT f$500K SIR"' 11,00D,00d OESCRIPTION OF OPERATIONS below E.L-DISEASE-POLICY LIMIT 4% DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,AddilioyaI Remarks 5choduta,may ho attachud If more space Is requ}red) RE:JOB NO.NIA SEE ATTACHED CERTIFICATE HOLDER CANCELLATION COUNTY OF ORANGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ASSET MANAGEMENT SERVi CES THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 600 NC HIGHWAY 86 N ACCORDANCE WITH THE POLICY PROVISIONS. HILLSBOROUGH,NC 27278 AUTHORIZED REPRESENTATIVE of Marsh USA Ino. I Manashi Mukherjeao�uwas �]xt��e�►,u¢s> ©4988.2046 ACORD CORPORATION. All righla reserved. ACORD 26(2016103) The ACORO(Tame and Ingo are registered marks of ACORD