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HomeMy WebLinkAboutOTHER-2025-089-Whitted Chiller Replacement Equipment Contract Award 7� /n� Docusign Envelope ID : A027BEC4-9CD8-4C1F-889C-FEMDE495C39 C)/� �i � Av9Ja go v i 1 [Departmental Use Only] TITLE Whitted Chiller Replacement Eq FY 2025=2026 RFP RC2022 -1001 NORTH CAROLINA CONSTRUCTION AGREEMENT OVER $2509000800 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter called "Agreement") , made as of the 8th day of October, 2025 , by and between Brady Trane Services , Inc , (hereinafter called the "Contractor") , and Orange County, a political subdivision of the State of North Carolina , (hereinafter called the "County," "Orange County," or " Owner") . WITNESSETH . That the Contractor and the Owner, for the consideration herein named, agree as follows : 1 . CONTRACT DOCUMENTS ; PRIORITY The Contract Documents consist of this Agreement , the General Conditions which are fully incorporated in this Agreement, the Request for Proposals , designer approved communications and field orders , the Proposal , Construction Documents and Drawings and Written Specifications . The Contract Documents form the Contract. In the event of any inconsistency between or among the Contract Documents the Contract Documents shall be interpreted in the following order of priority : a. This Agreement and incorporated General Conditions attached as Exhibit 1 . b . Designer approved and stamped construction documents and drawings and written specifications . c . Designer approved communications and field orders . d . Request for Proposals and addenda thereto . e . Proposal . 2 . SCOPE OF WORK The Contractor shall furnish and deliver all of the materials, and perform, and be fully responsible for all of the Work required by this Agreement within the time period stipulated in a written Notice -to-Proceed to be executed by the Contractor and Owner and in accordance with the following enumerated documents, which are made a part hereof as if fully contained herein : a . Construction Drawings prepared by NA (Sheet dated ) b . Written specifications prepared by the Designer. C . Brady Trane Services, Inc . proposal dated September 15 , 2025 which fully describes the work to be performed, such work (hereinafter called the "Work") . Revised 01 / 24 1 Docusign Envelope ID : A027BEC4-9CD84C1 F-889C-FEDME495C39 d . Related documents listed under Section 1 above . 3 . TERM AND SCHEDULING a . The Contractor agrees to commence work pursuant to the written Notice -to Proceed . b . The Contractor agrees to complete substantially all Work included by December 30 , 2027 . c . Time is of the essence with respect to all dates specified in the Contract Documents as Completion Dates . d . The Contractor shall perform the Work in the time, manner and form required by the Contract Documents and as stipulated in a written Notice -to-Proceed to be executed by the Contractor and Owner. 4 . STANDARD OF CARE AND DUTIES OF CONTRACTOR a . The Contractor shall exercise reasonable care and diligence in performing the Work in accordance with the generally accepted standards of this type of Contractor practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services . Contractor is solely responsible for the professional quality, accuracy, timely completion, and submission of all work . b . The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety, intended performance or configuration . c . Contractor shall be responsible for all Contractor, Subcontractor, and Sub -subcontractor errors or omissions , in the performance of the Agreement together with the errors and omissions of any agent or employee of the Contractor or any Subcontractor or Sub -subcontractor . Contractor shall correct any and all errors , omissions , discrepancies , ambiguities , mistakes , or conflicts at no additional cost to the Owner. d . Contractor is an independent contractor of Owner . Any and all employees of the Contractor engaged by the Contractor in the performance of any work or services required of the Contractor under this Agreement, shall be considered employees or agents of the Contractor only and not of the Owner, 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 Contractor. e . Contractor 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 Orange County policy is incorporated herein by reference and may be viewed at http : //www . oran eg countync . 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 . Revised 01 / 24 2 Docusign Envelope ID : A027BEC4-9CD8-4C1F-889C-FED6DE495C39 f. If activities related to the performance of this Agreement require specific licenses , certifications , or related credentials Contractor represents that it and 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. g . The Contractor shall supervise and direct the Work efficiently and with the Contractor ' s best skill and attention. Except as specifically set forth in the Contract Documents the Contractor shall be solely responsible for the means, methods , techniques, sequences , and procedures of construction, and for safety precautions and programs in connection with the Work. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents . h. The Contractor shall appoint a competent Project Manager with general authority to manage the Project for the Contractor. The Contractor shall also keep on the Project at all times during the Work of the Contractor a competent Resident Superintendent and necessary assistants who shall not be replaced without prior written approval by the Designer or by the Owner if a Designer is not retained for the Project . i . If, in the opinion of the Designer, any Subcontractor on the Project is incompetent or otherwise unsatisfactory, such Subcontractor shall be replaced by the Contractor with no increase in the Contract Price if and when directed by the Designer. j . The Contractor shall attend all progress conferences and all other meetings or conferences . The Contractor shall be represented at these progress conferences by a representative having the authority of the Project Manager and by such other representatives as the Designer may direct. k. Costs and expenses of providing samples for and assistance in any testing shall be borne by the Contractor. Any Work in which untested materials are used without written approval or written permission of the Owner or Designer shall be removed and replaced at Contractor ' s expense . 1 . The Contractor shall obtain all necessary permits including all permits required to complete the Work in compliance with local, state, and federal law. 5 . PAYMENT & TAXES a. The Owner hereby agrees to pay to the Contractor for the faithful performance of this Agreement, and the Contractor hereby agrees to perform all of the Work for a sum notAo - exceed Four Hundred Twenty- Seven Thousand, Eight Hundred Eighty-Three Dollars ($427 , 883 . 00) . Not later than the fifth (5th) day of each calendar month the Contractor shall submit to the Owner ' s Representative , generally the Designer if a Designer is retained on the Work, a Request for Payment for work done during the previous calendar month . (i) The Request for Payment shall be in form of a standardized invoice or AIA Document G702-703 appropriately addressed to Owner ' s Representative at Progressive Design Collaborative, LTD . 3101 Poplarwood Court, Suite 300 Raleigh , NC 27604 and shall show substantially the value of work done during the previous calendar month. Revised 01 / 24 3 Docusign Envelope ID ; A027BEC4-9CD84C1F-889C-FED6DE495C39 The amount due for payment shall be ninety-five percent (95 %) of the value of work completed since the last Request for Payment and this amount shall be paid by the Owner on or before the last business day of the month . Owner shall retain five percent (5 %) (the "Retainage") . ( 1 ) Upon Owner ' s Representative ' s certification that fifty percent ( 50%) of the Work has been satisfactorily completed Retainage shall be reduced to two and one half percent (2 '/2%) . (2 ) Upon Owner ' s Representative ' s certification that ninety percent (90%) of the Work has been satisfactorily completed Retainage may be discontinued. Retainage may be discontinued, at Owner ' s Discretion , so long as work continues to be completed satisfactorily and on schedule . ( 3 ) The Owner may discontinue withholding retainage in accordance with the provisions of NCGS - 143 -(bl ) (2 ) when the project is 50% complete . (iii) Final payment shall not be due to the Contractor until thirty (30) days after Final Completion of the Work, including punch list work, has been satisfactorily (as determined by the County) completed and an appropriate Affidavit, Indemnification, and Release as required in Section 5 . 4(e) of Exhibit 1 has been received and approved by Owner . b . Should Owner reasonably determine that Contractor has failed to perform the Work related to a Request for Payment, Owner, at its discretion may provide the Contractor ten ( 10) days to cure the breach . Owner may withhold the accompanying payment without penalty until such time as Contractor cures the breach . (i) Should Contractor or its representatives fail to cure the breach within ten ( 10) days , or fail to reasonably agree to such modified schedule , Owner may immediately terminate this Agreement in writing, without penalty or incurring further obligation to l Contractor. i (ii) This section shall not be interpreted to limit the definition of breach to the failure to perform the Work related to a Request for Payment . c . The Contractor has included in the Contract Price and shall pay all taxes assessed by any authority on the Work or the labor and materials used therein . It shall be the Contractor's responsibility to furnish the Owner documentary evidence showing the materials used and sales and use tax paid by the Contractor and each of its subcontractors . d. Should the Owner receive notice that the Contractor has failed to pay a Subcontractor for the Work performed related to a Request for Payment, Owner shall have the authority to withhold payment of the disputed amount until parties resolve their dispute . Failure to pay the Contractor pursuant to this section of the Agreement shall not be deemed to be a breach of the Agreement. 6 . NON—APPROPRIATION Revised 01 / 24 4 f i Docusign Envelope ID : A027BEC4-9CD84C1F-889C-FED6DE495C39 a . Contractor acknowledges that Owner 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 . b . In the event that public funds are unavailable or not appropriated for the performance of Owner ' s obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability or non-appropriation of public funds . It is expressly agreed that Owner shall not activate this non -appropriation provision for its convenience or to circumvent the requirements of this Agreement. c . In the event of a change in the Owner ' s statutory authority, mandate or mandated functions , by state or federal legislative or regulatory action, which adversely affects Owner ' s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner ' s legal authority . 7. NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following : Owner : Contractor : Orange County Brady Trane Services , Inc . Attn : A . Barnes Attn : Brian Simpson P . O . Box 8181 2025 16`1' Street Hillsborough, NC 27278 Greenboro , NC 27405 8 . MISCELLANEOUS a . Duties and Obligations imposed by the Contract Documents shall be in addition to any Duties and Obligations imposed by state, federal or local law, rules, regulations and ordinances . b . No act or failure to act by the Owner or Contractor shall constitute a waiver of any right or duty granted them under the Contract Documents, nor shall any act or failure to act constitute any approval except as specifically agreed in writing . c . The Work shall be tested and inspected as required by the Contract Documents and as required by law. Unless prohibited by law the costs of all such tests and inspections related to state and federal codes such as ADA, Administrative, Electrical , Plumbing, Mechanical and Building Codes shall be borne by the Contractor. The costs for material and structural testing shall be conducted by an independent third party at the expense of the Owner. Delays related to any of the aforementioned tests and inspections shall not be grounds for delaying the completion of the work. If any such tests and inspections reveal deficiencies in the Work such that the Work does not comply with terms or requirements of the Contract Documents and the requirements of any code or law the Contractor is solely responsible for the cost of bringing such deficiencies into compliance with the terms of the Contract Documents and any code or law. d . Should the Designer, if a Designer is retained for the project involving the Work , or Owner reject any portion of the Work for failing to comply with the Contract Documents Contractor Revised 01 / 24 5 Docusign Envelope ID : A027BEC4-9CD8-4C1F-889C.FED6DE495C39 shall immediately, at Contractor ' s expense , correct the Work . Any such rejection may be made before or after substantial completion . If applicable , any additional expense borne by the Designer under this section shall be paid at Contractor ' s expense . e . The County has designated (Angel Barnes) 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 or the County Board of Cominissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information . f. The Contractor shall not assign any portion of this Agreement nor subcontract the Work in its entirety without the prior written consent of the Owner . g . In the event of a breach by Contractor Owner has sole authority to determine the reasonableness of Contractor ' s actions to remedy such breach or complete the performance of its obligations . h . Upon request of the Owner, the Contractor shall submit to County all relevant documentation, including but not limited to , job cost records , to support its claims for final compensation and if such request is made final compensation shall not be due until all relevant documentation is received, reviewed, and approved by Owner . 9 . CONSEQUENTIAL DAMAGES i i a . Owner and Contractor mutually waive any claim against each other for consequential damages . Consequential Damages include : i (i) Damages incurred by Owner for loss of use , income, financing, or business . (ii) Damages incurred by Contractor for office expenses , including personnel , loss of financing, profit, income , business , damage to reputation, or any other non-direct damages . 10 , ENTIRE AGREEMENT I All of the documents listed, referenced or described in this Agreement, the written Notice -to -Proceed, together with Modifications made or issued in accordance herewith are the Contract Documents , and the work, labor, materials , and completed construction required by the Contract Documents and all parts thereof is the Work . The Contract Documents constitute the entire agreement between Owner and Contractor. This Agreement may be amended only by written instrument signed by both parties . Modifications may be evidenced by facsimile signatures . If any provision of the Agreement or General Conditions shall be declared invalid or unenforceable , the remainder of the Agreement shall continue in full force and effect . [ SIGNATURE PAGE TO FOLLOW] Revised 01 / 24 6 F Docusign Envelope ID : A027BEC4-9CD84C1F-889C-FED6DE495C39 IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the day and date first above written in a number of counterparts , each of which shall , without proof or accounting for other counterparts, be deemed an original contract . ORANGE COUNTY : CONTRACTOR: SW By . �1Y4: ;yu� 10/14/2025 By ; ' Sa pdkmt - 10/9/2025 Travf'Myren, County Manager Jason Patterson, Asst. Corporate Secretary Printed Naine and Title Revised 01 / 24 7 Docusign Envelope ID : A027BEC4-9CD84C1F-889C-FED6DE495C39 ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name : Brady Trane Services , Inc . Vendor Contact Person : Kevin Lynn (Brady Services , Inc) Phone : 984 . 867 . 7653 Address : 2025 1611 Street City Greensboro State : NC Zip : 27405 Department: AMS Amount: 427,883 . 00 Purpose : Whitted Complex Chiller Equipment Purchase Budget Code(s) : 61370035 -80000041002 Vendor # 35152 Vendor Status with NCSOS : Current - Active Vendor is a BOCC consultant: ❑Yes ® No Contract Details Contract Type : ® New ❑ Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 10/8/2025 End Date 12/30/2027 Notice Date (Notice Purpose ) Award ® Approved by Board (Agenda Date : 10/7/2025 ) ; ® Made or Administered by AMS Signature Authority ® BOCC Express Delegation (Agenda Date : 10/7/2025 ) Policy 9 . 4 : ❑Under $ 5 ,000 ; ❑ Service Under $ 90 , 000 ; ❑ Construction Under $250,000 ® Budget Policy Section XV (Capital Improvement Project : 11002 HVAC ) Bidding ❑ Informal Bidding ($30k490k) ; ❑ Formal RFP ($ 90k+) ; Other (<$ 30k) ; ® Exception(#RC2022 - 1001 ) Department Affirmation ® 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 ; OR ❑ This agreement is approved as to technical form and content . 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 � 6 p6mom. Date : 10/13/2025 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 hardrvare%voftware purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements : Office of the Risk Management Office��,�,., ,, 10/13/2025 g it hu.(Issa �ha ,1� Date : Financial Services This instrument has been pre -audited in the manner required by the Local Government Budget and Fiscal Control Act : co Office of the Chief FinancialC Officer 4�n o Date : 10/14/2025 Bw � � Legal Services This agreement is approved as to legal form and sufficiency : Office of the County Attorneys � Date : atemw 10/14/2025 o e�Fe 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 : Revised 01 / 24 8 i