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2023-223-E-Solid Waste-Eagle Carports-Additional work on covering at Walnut Grove
Revised 04/23 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 23rd day of __May___, 2023 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Eagle Carports, Inc. (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated April 10, 2023_, (hereinafter the “Original Agreement”), for the provision of services for Purchase and installation of prebuilt carport at Walnut Grove Church Road Waste and Recycling Center located at 3605 Walnut Grove Church Rd., Hillsborough, NC. Installation will be completed by subcontract ors of the Provider.; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of July 10, 2023. 2. Attachment 1 to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: All items identified on Attachment 2. 3. Article 5, Section a. is amended to reflect a maximum payable not-to-exceed amount of Seven Thousand Two Hundred and Thirty-Six Dollars ($7,236.00). 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Bonnie Hammersley Gabriel Torres, Jr. County Manager Vice President DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F VP Revised 04/23 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Eagle Carports, Inc Vendor Contact Person: Gabriel Torres Jr Phone: 800- 579-8589 Ext. 101 Address: 210 Airport Rd. City Mount Airy State: NC Zip: 27030 Department: Solid Waste Amount: $7,236 Purpose: Additional work on covering at Walnut Grove Budget Code(s): 50353030-800000 Vendor # Vendor Status with NCSOS: Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 4-10-2023) (Most Recent Amendment ) Effective Date 4-10-2023 End Date June 10, 2023 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmati vely state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F 5/22/2023 5/23/2023 5/23/2023 Revised 04/23 DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Name ____________________________________________________________________ Install Address _____________________________________________________________ City __________________________State ________ Zip Code ______________________ County _______________________Email ______________________________________ Cell # _____________________________ Phone # ________________________________ Authorized deAler Ship to deScription Qty unit price price purchASer Agreement (See reverSe Side for termS And conditionS) Eagle Carports, Inc. reserves the right to correct any balance/pricing errors. Eagle Carports, Inc. holds the right to repossess any buildings not paid in full upon installation. A labor charge will be added for any additional labor such as cutting posts to level carports, building over objects such as RV’s & moving materials to remote locations, etc... Customer is responsible for pulling permits. Customer understands that all building frames are 1’ shorter than roof lengths. By signing this agreement, customer understands and agrees with all terms and conditions found on both the front and back of this document. Customer Signature ___________________________________________ Date ______________________________ With customer present at time of installation, customer will sign below to signify acceptance of unit as installed. Customer Signature ___________________________________________ Date ______________________________ totAlS SUBTOTAL TAX + ________% PRICE DOWN PAYMENT ________% DISCOUNT IF APPLICABLE TOTAL DOWN PAYMENT ADDITIONAL FEES BALANCE DUE CARD BALANCE DUE No Cash Payments Accepted No Card Fee in: CO, KS, OK, & TX Office Use: Installer Signature: Building info Size color Anchoring & rAting ROOF STYLE ROOF INSTALLATION SURFACE BUILDING TYPE SIDES/ENDS GROUND ANCHOR FRAMING GAUGE 14 Ga. 12 Ga. TRIM WIND/SNOW RATING lot muSt Be level, no more thAn 3” off-level, And cleAr of oBStAcleS or unit mAy not Be inStAlled. eAgle cArportS, inc. iS not reSponSiBle for Stopping or repAiring leAkS under BASe rAilS. Customers may incur extra labor fees if additional labor is required to install unit because of un-level surfaces, or for building over obstacles. Furthermore, inability of installation due to before mentioned circumstances could result in restocking fee. READY FOR INSTALLATION?IS YOUR SURFACE LEVEL? NOTE: FRAMES ARE 5’ ON CENTER Ex: 20’, 25’, 30’, etc.ELECTRICITY AVAILABLE? © 2022 Copyright All Rights Reserved Eagle Carports Inc. WIDTH HEIGHTFRAME LENGTH X X YES YES YES YES NO NO NO NO Dealer ID ________________________________ Dealer Name _____________________________ Phone Number ___________________________ Order Date _______________________________ Name ____________________________________________________________________ Install Address _____________________________________________________________ City __________________________State ________ Zip Code ______________________ County _______________________Email ______________________________________ Cell # _____________________________ Phone # ________________________________ Authorized deAler Ship to Order Form v.12 CREDIT CARD MONEY ORDER CASHIER’S CHECK OTHER Attachment 2 D0012909 - Mae Metal Carports.com 877-517-4422 5-15-23 Orange County C/O Bruce Woody 3605 Walnut Grove Church Road Hillsborough NC 27278 bwoody@orangecountync.gov 919-358-0479 919-358-0479 Vertical Roof Carport 26 25 10 Pewter Gray Select One Pebble Beige Asphalt 35/140mph Gable Ends 2 $ 425.00 $ 850.00 25' Panels 2 $ 160.00 $ 320.00 J-Trim 2 $ 45.00 $ 90.00 Labor / Return Trip under Additional Fees $ 1,260.00 0.00 $ 1,260.00 0.00 $ 650.00 $ 1,910.00 $ 1,957.75 DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Purchaser agreement Prices, Payment and Risk of Loss a.) Prices contained in Seller’s published price lists, if any, are subject to change without notice. Prices in individual written quotations or proposals are firm only for a period of (30) days from the date of the quotation after which Buyer should inquire of Seller as to their validity and request a written confirmation or revision. Prices do not include taxes. Buyer agrees to pay all applicable sales or other taxes levied with respect to Goods (and replacements) in the Agreement, unless exempt therefrom. All prices are in United States dollars. Buyer shall pay all government fees levied on the installation and inspection of the Goods. Buyer shall pay upon receipt of all invoices rendered by Seller for any such items Seller may pay and for the Goods. b.) All buildings are planned Risk Category 1 unless requested otherwise by the customer. c.) Eagle Carports, Inc. reserves the right to update or change any pricing discrepancies made by dealer. d.) Seller may unilaterally increase prices to cover increased costs (plus reasonable overhead and profit) of design, materials, and manufacturing required by changes requested by Buyer after the date of any quotation. An additional labor charge will be added to orders for buildings being installed over RVs, Campers, Large Obstacles, Retaining Walls, Docks, Decks, Over Fences, etc. e.) Buyer may delay the delivery and installation for up to 60 days with no price increase. After 60 days the order is subject to any price increase that arises. In no event will Eagle Carports, Inc. be liable for any damage or consequential damages resulting in any delay in delivery or installation of the unit. Average lead times range from 2-8 weeks, once all required permits are received, however this is not a guarantee. f.) Customer expressly agrees that the carport/garage/barn/etc.. shall remain property of Eagle Carports, Inc. until payment is made in full. g.) Eagle Carports, Inc. hereby retains a purchase money security interest in said building as set forth in Section 9 of the Uniform Commercial Code as enacted in the state where building is being installed. Failure to pay will result in repossession of unit. This does not relieve the customer from liability for specific performance of the contract including legal fees and court costs, at the sellers expense. h.) Balance due to be paid in FULL at time of completion of building, to Eagle Carports, Inc. by Cashiers-check. Money Order, Visa, Master Card, American Express, or Discover Card. NO PERSONAL CHECKS, COMPANY CHECKS OR CASH PAYMENTS will be accepted. i.) Eagle Carports holds the right to make any exceptions to the above clause If payment is made in check and the check is returned NSF, Buyer will be responsible for additional expenses incurred by Seller as a result of the returned check. Seller reserves the right to change additional fees as allowed by law for checks returned NSF. These fees include a $35 service charge. j.) Eagle Carports, Inc. will not be responsible for down payment refunds. The independent dealer will have this responsibility if a refund is legally due. k.) Eagle Carports, Inc. reserves the right to cancel any order at anytime. l.) A restock fee of 5% or $150, whichever is more, will be added for customer cancellations within 72 hours of installation date. Restock fees will also be applicable to unprepared and unlevel sites. Delivery. Shipping and installation dated are estimated based on Seller’s present engineering and manufacturing capacity and scheduling, and may be revised by Seller upon receipt or scheduling of Buyer’s order. All shipping dates are approximate and shall be computed from the date of entry of the order on Seller’s books. All shipping orders or acceptance, letter of credit, down payment, and other conditions as specified in the Agreement, and of all drawings, information and approvals necessary to provide the Goods and to grant any credit proposed in the Agreement. Delivery dates may be rescheduled due to bad weather conditions, installer running behind, accidents, etc. Buyer agrees to give Seller up to 3 installation attempts to deliver said product. Workmanship Warranty. All buildings have a 90 day workmanship warranty effective upon day of installation (manufactured panels are warranted for 20 years assuming regular care and maintenance, - installation workmanship is warranted for 90 days - vertical roofs are warranted for 20 years). Any installation concern must be reported within 30 days beginning the date of installation. Eagle Carports Inc. is not liable for any damages as a result of any inclement weather. Unlevel lots, and customer modifications will void said warranty. a.) Eagle Carports, Inc. strongly recommends buildings with frame lengths longer than 30 foot to be vertical roofs to avoid possible leaks and or rust in between seams. Buildings purchased with a frame length of 30 foot or longer that do not have vertical roofs will forfeit the 20 year limited warranty on paneling except in states that allow delivery of seamless 36 foot paneling. 6” overhang on front and back. Frame lengths are as follows: 21’=20’ Frame, 26’=25’ Frame, 31’=30’ and so on. Cement pad to match frame length. Customer Responsible for Locating Underground Utilities. It is the responsibility of the customer to provide the factory approved independent contractor installers with the location of any underground cables, gas lines, or other utilities. This may include contacting the utility company to request that the locations of the underground utilities be marked. Eagle Carports, Inc. is not responsible for any damage caused to underground utilities. Customer agrees to indemnify and hold harmless Eagle Carports, Inc. from any liability and costs, including attorney fees, for such damages. Customer is responsible for obtaining building permits as needed for installation. Warranty Disclaimer. There are no warranties which extend beyond the description on the face hereof. The warranties in this agreement are in lieu of all other warranties express or implied, including without limitation, any warranties of merchantability or fitness for a particular purpose, which are expressly disclaimed. Buyer must have original copy of this document at time of claim. Limitation on Liability. In no event will seller be liable to buyer and/or any third parties for any incidental damages. Consequential damages, special damages, exemplary damages or labor charges, including without limitation lost revenues and profits, even if it has been advised of the possibility of such damages. Buyer must have original copy of this document at time of claim. Warranty Limited to Original Purchaser. This warranty extends only to the original purchaser of the product warranted by this document. Buyer must have original copy of this document at time of claim. Said warranty does not extend to transferee owners of the product. Exclusions and Limitations. Eagle Carports, Inc. does not warrant any products not installed and anchored by a factory-approved installer utilizing a factory approved anchoring system. Installation by anyone other than a factory approved installer utilizing a factory approved system will VOID your warranty. Damages from improper anchoring, strong winds, snow or ice are not considered defects. Eagle Carports, Inc. does not warrant or guarantee any product in snow or ice to prevent collapse. Eagle Carports, Inc. does not warrant any temporary anchoring systems (e.g. rebar) utilized by the customer, nor shall Eagle Carports, Inc. be in any way responsible for damage caused by the use of such temporary anchoring systems. Additionally, Eagle Carports, Inc. does not warrant any damages caused to product resulting from or after movement of the structure from the original installation point. Modification of Structure Voids Warranty. Any modification, addition, deletion, substitution, etc. to the structure without express written design approval by Eagle Carports, Inc. will VOID all warranties. Our products are designed and specifically engineered to provide superior performance as manufactured. Any changes to the design by the Buyer could compromise the structural integrity of the unit. Claims Procedure. a.) Eagle Carports, Inc. must have a reasonable opportunity to inspect the claim and not begin any repairs prior to said inspection or the terms of the warranty could be voided. Eagle Carports, Inc. holds the right to require proof (e.g. photos), if needed, via e-mail or mail before writing up any repairs and/or claim. b.) Any claims beyond this document involving litigation or arbitration will be disputed in the Surry County District Court. Additional Terms, Conditions, Warranties etc. a.) Lot must be level prior to installation, otherwise unit may be installed ‘as is’ and any and all warranties will be void. b.) Anchors - all units are secured with anchors that pass through the base rail of the frame and into the ground (concrete, asphalt, etc.). The base rail is affixed only to the installation surface with those anchors and the buyer is aware of and understands and agrees that he/she may experience water leakage under the baserail. c.) Refunds - in the event buyer cancels the order, buyer will receive no refund of the down payment. Specifically, there are NO REFUNDS on special orders. d.) The parties attest that this agreement is the complete and exclusive statement of the agreement between the parties, and supersedes all prior written or oral communications, representations and agreements relating to the subject matter of this agreement. The terms of this agreement, save and except the price term in the event of a pricing error/change order, may be modified or amended by a written instrument executed by the parties hereto. I have read and completely understand the above terms and give my approval of installation of the unit as described on the front page of this document. ALL TERMS ABOVE AGREED TO BY CUSTOMER. CUSTOMER SIGNATURE:______________________________________________ DATE:_____________________________________________________________ © 2022 Copyright All Rights Reserved Eagle Carports Inc. DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Revised 06/21 1 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 10th day of April, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Eagle Carports, 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): Purchase and installation of prebuilt carport at Walnut Grove Church Road Waste and Recycling Center located at 3605 Walnut Grove Church Rd., Hillsborough, NC. Installation will be completed by subcontractors of the Provider. 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: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Revised 06/21 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 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 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. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Revised 06/21 3 with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Manufacture and Installation of prebuilt carport structure described on the quote attached hereto as Attachment 1. 4. Duration of Services a. Term. The term of this Agreement shall be from April 10, 2023 to June 10, 2023. 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 April 10, 2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Five Thousand Two Hundred and Seventy Eight Dollars ($5,278.00). Payment for satisfactorily performed 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 DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Revised 06/21 4 a. Cooperation and Coordination. The County has designated (Bruce Woody) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who 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 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. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law 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. Either party may DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Revised 06/21 5 terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. 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 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. DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Revised 06/21 6 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. 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 or 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 or 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. In the event of a change in the County’s statutory authority, mandate or mandated DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Revised 06/21 7 functions, by state 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:Robert Williams Eagle Carports, Inc. P.O. Box 8181 210 Airport Road Hillsborough, NC 27278 Mount Airy, NC 27030 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Revised 06/21 8 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: __________________________________ Gabriel Torres Jr. , Vice President Printed Name and Title DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80 VP DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Eagle Carports, Inc Party/Vendor Contact Person: Gabriel Torres Jr. Contact Phone: 800- 579-8589 Ext. 101 Party/Vendor Address: i210 Airport Road City Mounty Airy State: NC Zip: 27030 Department: Solid Waste Amount: 5,278.00 Purpose: Provide and Install Metal Carport Budget Code(s): 50353030-800000 Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 4-10-2023 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: 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 the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80 4/11/2023 4/12/2023 4/13/2023 DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F 210 Airport Rd. M t. Airy, NC 27030 Toll: 800.579.8589 Fax : 336.719.2091 O rder submitt al to orders@eaglecarports.com Order Form v.12 Bu ild #: 1679945972453901 A D Dealer ID Dealer Na m e Phone N umber Order Da te Email msummers@metalcarports.com S Name Bruce Woody Install Address City State NC Zip Code 27278 County Ema il bwoody@orangecountync.gov Cell #919-918-4913 Phone #919-918-4913 B I Vertical Style 3D Builder . . S 26' X 25' X 10' C Pewter Gray / P ebble Beige A R Asphalt / 140MPH / 35PSF , ” - , . , . . Custom ers m ay incur extra labor fees if additional labor is required to ins tall unit becaus e of un-lev el surfaces, or for building ov er obstacles . Furtherm ore, inability of installation due to before m entioned circum stances could result in restocking fee. ? NOTE : FRAME S ARE 5’ ON C E NTER EX: 20’, 25’, 30’, ETC. ? ? D Q U P P Style: Triple W ide (26' to 30' W ide)- Base Price: 26‘x25'1 $4,495.00 $4,495.00 Leg Height: 10'1 $400.00 $400.00 Walk-In Door Fram eout 2 $85.00 $170.00 Spring Sale 1 -$253.00 -$253.00 P A (See reverse side f or terms and conditions ) Eagle Carports res erves the right t o correct any balance/pricing errors. Eagle Carport s holds the right t o repossess any buildings not paid in full upon installation. A labor charge will be added for any additional labor such as cutting pos ts to level carport s , building over objects such as RV's & m oving materials to remot e locations, et c... Cust omer is responsible for pulling permit s . Cust omer understands that all building frames are 1' shorter than roof lengt hs . By signing this agreem ent, custom er understands and agrees with all terms and conditions found on both the front and back of this document. C usto m er Signatu re D ate With custom er present at time of installation, cus tom er will sign below to signify acceptance of unit as installed. C usto m er Signatu re D ate T SU BTOTA L $4,812.00 TAX + 7.00 %$336.84 PRIC E $5,148.84 DO WN PAYME N T -% $0.00 D ISC OU NT IF APPLICABLE $0.00 TOTAL D OW N PAYM E NT $0.00 AD D ITIONAL FE E S $0.00 BALANC E D U E $5,148.84 C A RD BALANC E D U E 2.50 $128.72 $5,277.56 No Cash Payments Accepted No Card Fee: CO, KS, OK, & TX Office Use: ' Installer Signature: © 2 0 2 0 Co p yrig ht All Rig hts Reserved E ag le Carp o rts I nc. Attachment 1DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F Build #: 1679945972453901 P A Prices, Payment and Risk of L oss a.) Prices con tained in Seller's published price lists, if any, are su bject to change without n otice. Prices in in dividual written quotations or proposals are fi rm only for a period of (30) days from th e date of the quotation after which Bu yer should inquire of Seller as to their validity and request a w ritten con fi rmation or revision. Prices do not include taxes. Buyer agrees to pay all applicable sales or oth er taxes levied with respect to Goods (and replacements) in th e Agreement, unless exempt therefrom. A ll prices are in United States dollars. Buyer sh all pay all govern ment fees levied on th e installation an d insp ection of the Goods. Buyer sh all pay u p on receipt of all invoices rendered by Seller for any such items Seller may pay and for th e Goods. b.) Eagle C arports reserves the right to u p date or ch ange any pricing discrepancies made by dealer. c.) Seller may unilaterally increase prices to cover increased costs (plus reasonable overh ead and profi t) of design , materials, an d manufacturing required by ch an ges requested by Bu yer after the date of any qu otation. A n additional labor charge w ill be added to orders for bu ildin gs being installed over RVs, Campers, Large Obstacles, Retainin g Walls, Docks, Decks, Over F en ces, etc. d.) Customer expressly agrees th at th e carport/garage/barn/etc.. shall remain property of Eagle Carp orts until paymen t is made in full. e.) Eagle Carports hereby retains a purchase money security interest in said building as set forth in Section 9 of the Uniform Commercial Code as enacted in the state where building is being installed. Failure to pay will result in repossession of unit. Th is does n ot relieve the customer from liability for specific p erformance of the con tract including legal fees and court costs, at the sellers expen se. f.) Balance du e to be paid in FULL at time of completion of bu ilding, to Eagle Carp orts by Cashiers-check. Mon ey Order, Visa, Master Card, A merican Express, or Discover Card. NO PERSONAL C HEC KS OR COMPANY CHEC KS will be accepted. g.) Eagle Carports h olds th e righ t to make any exceptions to the above clause If payment is made in check an d the ch eck is returned NSF, Buyer will be respon sible for additional expenses incurred by Seller as a result of the returned ch eck. Seller reserves th e right to ch ange addition al fees as allowed by law for ch ecks returned NSF. These fees in clude a $35 service charge. h .) Eagle Carports w ill not be responsible for down payment refunds. The in dependent dealer will have this respon sibility if a refund is legally due. i.) Eagle Carports reserves th e righ t to can cel any order at anytime. j.) A restock fee of 5% or $150 w ill be added for cu stomer can cellations within 72 hours of installation date. Restock fees w ill also be applicable to unprepared and u nlevel sites. Delivery. Shippin g and installation dated are estimated based on Seller's present engin eering and man u facturing capacity an d sch edulin g , an d may be revised by Seller upon receipt or scheduling of Bu yer's order. A ll shipping dates are approximate and shall be computed from the date of entry of th e order on Seller's books. All sh ipping orders or acceptance, letter of credit, down payment, and other condition s as specified in th e Agreement, and of all draw ings, information and approvals necessary to provide the Goods and to grant any credit proposed in th e Agreement. Delivery dates may be rescheduled du e to bad weather con ditions, installer ru n n in g behind, accidents, etc. Bu yer agrees to give Seller up to 3 installation attempts to deliver said produ ct. Workmanship W arranty. All buildings h ave a 90 day workmanship warran ty effective u p on day of installation (man u factured panels are w arranted for 20 years assuming regular care an d mainten ance, - in stallation workman ship is w arranted for 90 days - vertical roofs are warranted for 20 years). Any installation con cern must be reported within 30 days beginn ing the date of installation. Eag le Carports is not liable for any damages as a result of an y in clemen t weather. Un level lots, and cu stomer modifications will void said w arranty. a.) Eagle C arports strongly recommen ds buildin gs longer th an 31 foot to be vertical roofs to avoid possib le leaks and or ru st in between seams. Buildings pu rchased 32 foot or lon ger that do not have vertical roofs will forfeit the 20 year limited w arranty on paneling. b.) Base Price reflects on ly roof & framing; sides, ends, etc.… are op tion al features. Frames on all buildings are 1 foot sh orter than roof length . Roofs have 6" overhang on front an d back. Frame len gth s are as follows: 21'=20' Frame, 26'=25' Frame, and so on. Cemen t pad to match frame len gth . Customer Responsible for Locating Underground Utilities. It is th e respon sibility of the cu stomer to provide the factory approved independent con tractor installers with the location of an y underground cables, gas lin es, or other utilities. This may inclu de contacting the utility compan y to request that th e locations of th e underground u tilities be marked. Eagle C arports is not responsible for an y damag e cau sed to underg round utilities. Customer agrees to indemnify an d h old harmless Eagle Carports from any liability and costs, inclu ding attorney fees, for such damages. Customer is responsible for obtainin g buildin g permits as needed for in stallation. Warranty Disclaimer. There are no warran ties w h ich extend beyond the description on th e face hereof. The warranties in this agreement are in lieu of all oth er warranties express or implied, inclu ding with ou t limitation, any warranties of merchan tability or fi tness for a particular purpose, which are expressly disclaimed. Buyer mu st have origin al copy of this document at time of claim. L imitation on Liability. In no event will seller be liable to buyer an d/ or an y third parties for any in ciden tal damages. Consequential damages, special damages, exemplary damag es or labor charges, inclu ding with ou t limitation lost revenu es and profits, even if it h as been advised of the possibility of such damag es. Buyer must have original copy of this docu men t at time of claim. Warranty Limited to Original Purchaser. This warran ty extends only to the original purchaser of the product warranted by this docu ment. Bu yer must have origin al copy of this document at time of claim. Said warranty does not extend to tran sferee owners of the produ ct. Exclusions and L imitations. Eagle Carports does not warrant any products not in stalled an d anchored by a factory-approved installer utilizin g a factory approved anchorin g system. Installation by anyon e oth er th an a factory approved in staller utilizin g a factory approved system w ill VOID your warranty. Damages from improper anchoring, strong win ds, sn ow or ice are not con sidered defects. Eagle Carports does not warrant or gu arantee any product in snow or ice to prevent collapse. Eagle Carports does n ot w arrant an y temporary anchoring systems (e.g. rebar) utilized by the customer, n or shall Eagle Carports be in any way respon sible for damage cau sed by th e use of such temporary anch oring systems. Addition ally, Eagle Carports does not w arrant an y damages caused to product resu lting from movement of th e structure from the original in stallation point. M odification of Structure Voids Warranty. Any modification, addition , deletion , su bstitution, etc. to the structure without express written design approval by Eag le Carports will VOID all warran ties. Our products are designed and specifically engineered to provide su perior performan ce as manufactu red. Any changes to th e design by th e Buyer cou ld compromise th e stru ctu ral integrity of the un it. Claims Procedure. a.) Eagle C arports must h ave a reasonable opportunity to in spect the claim and n ot begin an y repairs prior to said in spection or the terms of the warran ty could be voided. Eagle C arports holds the right to requ ire proof (e.g. photos), if n eeded, via e-mail or mail before writing up an y repairs and/or claim. b.) An y claims beyond th is document in volvin g litig ation or arbitration will be disputed in th e Surry County District C ourt. I have read and c om pletely understand the abov e term s and giv e m y approv al of installation of the unit as described on the front page of this doc um ent. ALL TERM S ABOVE AG REED TO BY CUS TOM ER. CUSTOM E R SIGNATURE: D ATE : y g g g © 2 0 2 0 Co p yrig ht All Rig hts Reserved E ag le Carp o rts I nc. DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F ELEVATION MAP FR ONT LEFT SIDE BACK RIGH T SIDE BUI LD #1679945972453901 CUSTOMER Bruce Woody DEALER I D #PHONE # STATE ZI P CODE DISCLAI MER If building does not meet proper compliance and verification for wind/snow rating, your request will be screened by our team and you will be made aware of the necessary changes. y g g g © 2 0 2 0 Co p yrig ht All Rig hts Reserved E ag le Carp o rts I nc. DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F y g g g © 2 0 2 0 Co p yrig ht All Rig hts Reserved E ag le Carp o rts I nc. FLOOR PLAN SYMBOL L EGEND F1 Walk-In Door Frameout Open Wall BUI LD #1679945972453901 CUSTOM ER Bruce W oody DEALER I D #PHONE # STATE ZIP CODE DISCLAI MER If building does not meet proper compliance and verification for wind/snow rating, your request will be screened by our team and you will be made aware of the necessary changes. DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F SITE L EVELING H OW TO GUIDE STEP 1:Make sure to call 811 if you’re unsure about utility lines. STEP 2:Measure the width of your carport and place stakes accordingly. Square up stakes as necessary. STEP 3:Run string be tween stakes and apply string level. STEP 4:Record elevation changes, subtract your shorte st me asure me nt from the heighest and you’ll have how many inches o leve l the land is. y g g g © 2 0 2 0 Co p yrig ht All Rig hts Reserved E ag le Carp o rts I nc. DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F DocuSign Envelope ID: 8B30163A-F6ED-4D22-9747-BDFA68B57C80DocuSign Envelope ID: A56B04A3-B18A-4645-A202-AEB380124A4F