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Home My WebLink About2021-512-E-AMS-Siemens Industry-Install Ionization solution dentention centerRevised 10/17 1 [Departmental Use Only] TITLE Detention Center FY 21/22 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 15th day of September, 2021, (“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): Ionization solution at the Orange County Detention Center located at 1200 US Hwy 70 in Hillsborough. This will proposal will cover the Area 'A" and Area "B' sections served by 8 Aaon RTUs. See Attached Proposal dated August 24th, 2021 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 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Revised 10/17 2 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. 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): Orange County Detention Center- Siemens Building Energy Mangement System-Ionization Solutions. Please See Attached Proposal Dated August 24th, 2021. 4. Duration of Services a. Term. The term of this Agreement shall be from September 15, 2021 to December 15, 2021. b. Scheduling of Services. DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Revised 10/17 3 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 September 15, 2021. 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 Sixty Eight Thousand Eight Hundred Dollars ($68,800.00). 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 (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. 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.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Revised 10/17 4 additional insurance shall consist of NA (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. 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. 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 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: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Revised 10/17 5 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.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 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. DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F 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 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. 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. 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 County Provider’s Name Attention:Alan Dorman Siemens Industry Inc P.O. Box 8181 215 Southport Dr Hillsborough, NC 27278 Morrisville, NC 27560 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F 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: __________________________________ Jerry Brown, Branch Manager Printed Name and Title DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F 9/17/2021 9/21/2021 Revised 10/17 8 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Department Party/Vendor Name: Siemens Industry, Inc Party/Vendor Contact Person: Joseph Latore Contact Phone: 984- 292-7638 Party/Vendor Address: 215 Southport Dr City Morrisville State: NC Zip: 27560 Department: AMS Amount: $68,800.00 Purpose: Install Ionization Solution:Detention Center Budget Code(s): 61370035-880002- 10064 Vendor # 53325 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content: Department Director’s Signature ________________________________________ Date: ________ Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not req uired for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F 9/16/2021 9/19/2021 9/21/2021 9/21/2021 PROPOSAL OC Detention Center Ionization - Alternate 1 PREPARED BY Siemens Industry, Inc. PREPARED FOR COUNTY OF ORANGE DELIVERED ON August 24, 2021 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Table of Contents SIEMENS PROPOSAL .......................................................................................................3 Contact Information ..............................................................................................3 Executive Summary ...............................................................................................4 Scope of Work .......................................................................................................6 Sell Price ................................................................................................................7 Proposed Solution..................................................................................................8 Payment Terms ....................................................................................................10 Terms and Conditions ...................................................................................................11 Terms & Conditions Link(s)..................................................................................11 Signature Page .............................................................................................................12 Signature Page ....................................................................................................12 Page 2 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Proposal #:6177011 Date:August 24, 2021 Contact Information Sales Executive:Joe Latore Branch Address: 215 Southport Drive Suite 900 Morrisville,27560 Telephone:984-292-7638 Email Address:joseph.latore@siemens.com Customer Contact:Alan Dorman Customer:COUNTY OF ORANGE Address:600 NC HIGHWAY 86 N HILLSBOROUGH NC 27278 Services shall be provided at:Orange County Detention Center Hillsborough NC Page 3 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Executive Summary Siemens Industry, Inc. is proud to present this proposal for an Ionization solution at the Orange County Detention Center. This will proposal will cover the Area 'A" and Area "B' sections served by 8 Aaon RTUs. The technology that we are proposing for this project uses Needlepoint Bipolar Ionization (NPBI)distributed to Siemens by SMP (Sustainability Management Partners).This patented technology creates positive &negative ions delivered via the existing building HVAC system.NPBI is UL 867 and UL 2998 certified to be Ozone-free. Ozone has been linked to health issues and other ionization solutions have been documented to produce Ozone in the production of ions. When properly installed and maintained,NPBI technology can safely clean the air inside commercial and residential buildings by producing an electronic charge in the air stream filled with a high concentration of (+) positive and (-) negative ions.The ions produced travel within the air delivery systems into the occupied spaces,helping to clean the air. This process has been lab tested by the manufacturer against several contaminants commonly found in buildings.Manufacturers third-party lab tests are available upon request. Another way in which ionization works to mitigate the risk of VOCs is the way the positive and negative ions combine with these gaseous contaminants. Ionization can be used to treat air that has a high level of VOCs. Finally, another important way in which ionization treats particles in the air is agglomeration. Through this process the positive and negative ions are attracted to particles and these positive and negative ions attract fine particles to each. This causes fine particles to be enlarged making it harder for them to stay suspended in the air. When ionization is installed upstream of air filters, it allows them to capture these agglomerated particles that might have otherwise passed through the filter. Page 4 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Page 5 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Scope of Work Siemens will provide the following: General Project Scope: - Provide Project management and technical labor for coordination, material sizing and procurement, programming and graphics as needed, testing and check-out - Provide particle count readings after units are installed on each floor and outside (Note - typically pre- installation readings are provided as well, however the Detention Center is currently under construction with associated construction conditions such as added dust/dirt and extra outside air infiltration.) - Engineered updated As-Built panel lay-out drawings - One year warranty on material and labor Detention Center 1.Provide and install coil mounted Needle Point Bipolar Technology for the (5) Aaon RTUs serving the Area 'B' section of the Building. These units include RTU-3,4,5,6 & 7. 2. Tie-in dry contact from these 5 units to Siemens system to monitor operational readiness of unit. These will be points will be wired from each unit to the bank of the control panel room in the central part of the building. Available points will be utilized at the existing unit controllers. 3. Provide and install fan/duct mounted Needle Point Bipolar Technology at 17 HP Water-Source Heat Pumps serving the Area 'A' section of the Building. 4. Tie-in dry contact from these 17 units to Siemens system to monitor operational readiness of unit. These will be points will be wired from each unit to the local HP controller. Available points will be utilized at the existing unit controllers. Exclusions & Clarifications 1. All work conducted during normal working hours, from 8am to 5pm Monday through Friday. We will have to temporarily shut down AHU operation for safe installation. If Orange County prefers to perform the work after normal working hours, an option for Afterhours/Weekend work is provided. 2. All power will be pulled from local power source. 3.Due to COVID-19 impacts, to this work is subject to potential labor and material delays which are out of our control. 4.While the technologies presented in this proposal have been lab tested against several viruses and other airborne contaminants, they have not been field tested by Siemens in an uncontrolled environment against Covid-19. The manufacturer(s) have provided results showing their effectiveness against many similar viruses and other airborne contaminates, but Siemens provides no assurance independent of the manufacturers. 5.Pricing subject to change after 30 days. Page 6 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Sell Price Total Quote Price $68,800.00 Add Option - Siemens will provide this work afterhours/weekend to minimize downtime of the HVAC. Overtime Add Option Pricing:$3,900.00 Page 7 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Proposed Solution Below are 3 examples of a typical installation based on the unit design and air volume. Units for Coil Mounted installations Page 8 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F NPBI-IC and mounting flange -When Air handlers have longer duct runs or where an increased number of ions are desired in a specific branch of the supply air system, we recommend installing O2P – IC unit directly in the duct work. It generates positive and negative ions. The generators are intended to significantly increase the number of ions directed at a specific space to treat bacteria and viruses. The ions will affect contaminates in the air and will also be distributed on surfaces within the area served. Page 9 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Payment Terms Payment Terms Acceptance Agreement The total price of:$68,800.00 and the estimated return on investment are based on the items outlined in this proposal.ANY statements made herein regarding savings that may be achieved by implementing the services offered in this proposal are estimates only. No warranty, either expressed or implied, shall be construed to arise from such statements, nor shall such statements be construed as constituting a guarantee by Siemens that such savings will occur if the services are implemented. Terms and Conditions Disclaimer The Customer acknowledges that when approved by the Customer and accepted by Siemens Industry, Inc.: (i) the Proposal and the Contract Terms and Conditions, (together with any other documents incorporated into the forgoing) shall constitute the entire agreement of the parties with respect to its subject matter (collectively, hereinafter referred to as the "Agreement") and (ii) in the event of any conflict between the terms and conditions of the Proposal and the terms and conditions of The Contract Terms and Conditions, the Contract Terms and Conditions shall control. BY EXECUTION HEREOF, THE SIGNER CERTIFIES THAT (S)HE HAS READ ALL OF THE TERMS AND CONDITIONS AND DOCUMENTS, THAT SIEMENS OR ITS REPRESENTATIVES HAVE MADE NO AGREEMENTS OR REPRESENTATIONS EXCEPT AS SET FORTH THEREIN, AND THAT (S)HE IS DULY AUTHORIZED TO EXECUTE THE SIGNATURE PAGE ON BEHALF OF THE CUSTOMER. This Proposal is based on the Siemens Industry, Inc. Standard Terms and Conditions and the "Scope of Work" and are to be considered part of this proposal. Proposal is valid for thirty (30) days from the delivery date of August 24, 2021. Payment is due within 30 days of invoice date. Payment Terms: 25% mobilization in advance, progress payments Total:$68,800.00 Page 10 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Terms & Conditions Link(s) Terms and Conditions (Click to download) Terms & Conditions (Projects) (http://go.siemens.net/15156302) As a result of the global Covid-19 Virus outbreak, temporary delays in delivery, labor or services from Siemens and its sub-suppliers or subcontractors may occur. Among other factors, Siemens' delivery is subject to the correct and punctual supply from sub-suppliers or subcontractors, and Siemens reserves the right to make partial deliveries or modify its labor or services. While Siemens shall make every commercially reasonable effort to meet the delivery or service or completion date mentioned above, such date is subject to change. Attachment A Riders (Click on rider below to download) SI Third Party Rider (Smart Air Quality™) (http://go.siemens.net/37893169) Page 11 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F Signature Page Proposed by:Accepted by: Siemens Industry, Inc. ______________________________________ Company COUNTY OF ORANGE _____________________________________ Company Joe Latore ______________________________________ Name _____________________________________ Name (Printed) 6177011 ______________________________________ Proposal # _____________________________________ Signature $68,800.00 ______________________________________ Proposal Amount _____________________________________ Title August 24, 2021 ______________________________________ Date _____________________________________ Date _____________________________________ Purchase Order # Page 12 of 12 DocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F DocuSign Envelope ID: DC20C545-C699-46B4-AC5F-59F82117CC6DDocuSign Envelope ID: EF0EBAEB-5D22-4296-B73B-B19BFA9A921F