HomeMy WebLinkAbout2011-226 Solid Waste - Neel-Schaffer, Inc. for Disaster Management & Recovery Services Agreement~ Z ~-I,p
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[Departmental Ilse Oniy]
TITLE
FY
NORTH CAROLINA
SERVICES AGREEMENT OVER $90,000.00
RFP - NO REIMBURSABLE EXPENSES
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 30th day of
June, 2011, ("Effective Date") by and between Orange County, North Carolina a body politic
and corporate of the State of North Carolina (hereinafter, the "County") and Neel Schaffer, Inc,
(hereipafter, 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 Services Agreement ("Agreement's is for professional services to be
rendered by Provider to County with respect to Disaster Management,
Monitoring and Recovery Services.
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 l.imitations set forth
herein and in accordance with the highest professional standards.
b. Standard of Care.
i) ~ The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable •federal, state and local laws and regulations applicable to the
Revised July 2010
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, 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 for subcontracting to a wholly owned subsidiary of
Provider's parent company or 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 obligafion and responsibility
of the Provider.
v} Provider agrees that Provider, its employees, agents and its subcontractors, if any,
shall be required to comply with all federal, state and local antidiscrimination
laws, regulations and policies that relate to the performance of Provider's services
under this Agreement.
vi) Tf 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.
3. Basic Services
a. Basic Services.
i) The Provider shall perform as Basic Services the work and services described
herein and as specified in the County's Request for Proposals (the "RFP") "RFP
Number 5167 for "Disaster Management, Monitoring and Recovery Services"
issued September 7, 2010, and the Provider's proposal, which aze fully
incorporated and integrated herein by reference together with Attachments : #A-
RFP #5167, #B-Addendum #1 dated September 16, 2010, #C-Addendum #1
Dated September 23, 2010, #D-Bid Proposal submitted September 28, 2010.. The
services will include emergency management preparation/planning services and
disaster response services such as debris management, monitoring and assistance
with reimbursement/financial recovery. Prior to beginning development or
updating of a planning document (such as a Debris Management Plan (DMP},
Continuity of Operations Plan (COOP) or Comprehensive Emergency
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Management Plan (CF?MP). Provider will deliver to the County a specific scope,
cost and schedule for the services. In the event a term or condition in any
document or attachment conflicts with a term or condition of this Agreement the
term or condition in this Agreement shall control. Should such conflict arise the
priority of documents shall be as follows: This Agreement, the County's FiFP
together with attachments, Provider's Proposal together with attachments.
ii) The Basic Services will be performed by the Provider in accordance with the
• following schedule: (Insert task List and milestone dates) •
Task
1. Upon notification by Owner mobilize to site for predicted disasters.
4 Hours
2. Upon notification by Owner mobilize to site for unpredicted disasters.
12 Flours
3. Mainain adequate records to justify all charges. 5 Years
4. Consult and coordinate emergency planing activities with Orange County Staff
as requested.
5. Debris estimation and damage assessment
6. Ma~c;mi~afion of County eligibility and reimbursement from FEMA.
7.
8.
9.
10.
iii) Should County reasonably determine that Provider has not met the • Milestone
Dates established in Section 3(a)(ii), County shall notify Provider of the failure to
meet the Milestone Date. The County, at its discretion may provide the Provider
forty-eight X481 hours to cure the breach - County may withhold the
accompanying payment without penalty until such tune as Provider cures the
breach In the alternative, County may immediately terminate this Agreement in
writing, without penalty or incurring further obligation to Provider. This section
shall not be interpreted to limit the definition of breach to the failure to meet
Milestone Dates. •
4. Dulration of Services
a. Term. The term of this Agreement shall be from June 30, 2011 to June 29, 2016 with an
option to extend the agreement one additional term of 5 years.
b. Scheduling of Services
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i) The Provider shall schedule and perform his activities in a timely manner so as to
meet Dates listed in Section 3.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate his efforts, including providing additional
resources and working overtime, as necessary, to perform his 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 upon
notification by the Or~mge County Solid Waste Department Director.
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 is N/A Do11azs ($N/A). Provider
. represents and acknowledges that the amount of reimbursement from FEMA will be
determined based on the information and documentation provided by Provider and it is
the intent of the County to seek maximum federal and state reimbursement for debris
monitoring services. Provider shall be responsible for providing complete and accurate
information to enable the County to seek the maximum reimbursement from FEMA. In
the event FEMA denies reimbursement of all or part of amount expensed by the County
for debris monitoring services dne to the failure to provide complete and accurate
information and documentation; Provider shall reimburse the County for the expenses
incurred, to the extent the amount of reimbursement was based on the information to be
provided by Provider. .
b. 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 task order
or written amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated the (Solid Waste Director)
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. The Frovider shall purchase and maintain and shall cause each of
his subcontractors to purchase and maintain, during the period of performance of this
Agreement:
i) Worker's Compensation Insurance for protection from claims under workers' or
workmen's compensation acts;
Revised Juy 2010 4
ii} Comprehensive General Liability Insurance covering claims arising out of or
relating to bodily injury, including bodily injury, sickness, disease or death of any
of the Provider's employees or any other person and to real and personal property
including loss of use resulting thereof;
iii) Comprehensive Automobile Liability Insurance, including hired and non-owned
vehicles, if any, covering personal injury or death, and property damage; and
iv) Professional Liability Insurance, covering personal injury, bodily injury and
property damage and claims arising out of or related to the performance under this
Agreement by the Provider or his agents, Providers and employees.
b. Insurance Rating. The minimum insurance rating for any company insuring the Provider
shall be BesNs A (If the Provider does not meet the insurance requirements the
County's Risk Manager must be consulted prior to finalizing this Agreement.)
c. Limits of Coverage. Minimum limits of insurance coverage shall.be as follows:
INSURANCE DESCRIPTION . MINIMUM REQUIRED COVERAGE
• Worker's Compensation Limits for Coverage A -Statutory State of N.C.
Coverage B -Employers Liability
$500,000 each accident and policy limit and disease each
employee
• Commercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate.
• Automobile Liability Combined Single Limit $500,000
• Professional Liability NOTE: Insert coverage limits required by Risk Manager if
applicable.
d. Additional Insured. All insurance policies (with the exception of Worker's
Compensation and Professional Liability) required undex this Agreement shall name the
County as an additional insured party. Evidence of such insurance shall be furnished to
the County, together with evidence that each policy provides the County with not less
than thirty (30) days prior written notice of any cancellation, non-renewal or reduction
of coverage.
8. Indemnity
a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County
from all loss, liability, claims or expense, including reasonable attorney's fees, arising
out of or related to the Project and arising from bodily injury including death or property
damage 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
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to indemnify the County to the fullest extent permitted under North Carolina law for
such negligence or misconduct.
9. Amendments to the Agreement
a. Chances 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 maybe terminated without
cause by the County and for its convenience upon seven (~ 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) Tn 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.
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, except for assignment to a wholly owned subsidiary or the
Provider's parent company, or as the result of a merger or acquisition by another
company.
Revised July 2010
b. Governing Law. This Agreement and the duties, responsibdifies, obligations and.rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina.
c. 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. The Parties may agree to
nonbinding mediation of any dispute prior to the bringing of such suit or action.
d. Entire Agreement. This Agreement, together with the RFP and its attachments and the
Proposal and its attachments, repzesents 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.
e. Severability. If any provision of this Agreement is held as a matter of law to hie
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
£ Ownership of W ozk 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.
g. 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 teammate without penalty to County upon written notice to Provider
of such limitation or change in County's legal authority.
h. Notices. Any notice required by this Agreement shall be in writing and delivered ~ by
certified or registered mail, return receipt requested to the following:
Revised July 2010 .7
Orange County Solid Waste Representative
Attention: Gayle Wilson
P.O. Box 17177
Chapel Hill NC 27516
Provider's Name & Address
Neel-Schaffer, Inc.
Attention: Nelson Lucius
512 Main Street, Suite 415
Ft. Worth, TX 76102
Revised July 2010
1N WII~TESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year fixst above written.
ORANGE COUNTY: PROVIDER:
Bernadette Pelissier, Chair ~~ /t/~fsaK G y .'~ s
Orange County Board of Commissioners Printed Name and Title l!r ~-~ e ~~~~~ ~P ~~
Attest:
dce Board
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This instrum~it has been pre-audited in the manner required by the Local Government Budget
and Fiscal Coxmol Act.
Office of the Finance Director
Thi t been approved as to foma and legal suffiiciency.
Offs of the only A orney
Revised July 2010 9