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HomeMy WebLinkAbout2011-387 AMS - OE Enterprises, Inc. for courier and mail services - w_:? P -7 E p 1'( [Departmental Use Only] TITLE Courier/Mail Services FY 2012 NORTH CAROLINA ORANGE COUNTY SERVICES AGREEMENT UNDER$90,000.00 This Services Agreement (hereinafter "Agreement'), made and entered into this 1st day of December, 2012, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and OE Enterprises, Inc. a non-stock, not-for-profit corporation with an office in Hillsborough, North Carolina, (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 : Courier and Mail Services for County and Court offices 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 work 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 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised July 2010 1 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 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) 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) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): i) Perform duties as outlined in Attachment A, "Policies and Procedures for Courier and Mail Processing Services", which may be amended from time to time. ii) Provide all equipment and personnel necessary to successfully complete the requirements of this Agreement. iii) Ensure Provider employees and Consumers engaged in the execution of this Agreement conduct themselves in a professional manner as specified in Attachment A. iv) Promptly report any issues related to the performance of this Agreement to the County contact specified herein. Revised July 2010 2 l V) In the event of a conflict between or among the terms of this Agreement and Attachment A hereto the terms of this Agreement shall control. 4. Duration of Services a. Term. The term of this Agreement shall be from December 1, 2011 to December 1, 2012. b. Scheduling of Services. i) The Provider shall schedule and perform his activities pursuant to Attachment A. 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 December 1, 2011. 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 except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services shall not exceed four thousand three hundred sixty five dollars per month ($4,365). Payment for Basic Services shall become due and payable within thirty(30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(c). b. Compensation for Reimbursable Expenses. Provider shall submit monthly invoices for actual postage used by departments, itemized by departmental billing codes, as provided by County. Provider acknowledges and agrees that a strict accounting must be maintained for the postage used by the County; and any misrepresentation or inaccurate billing may have negative consequences, including,but not limited to finding Provider in breach of contract, which may provide grounds for termination of the Agreement. c. 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. d. 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 Revised July 2010 3 a. Cooperation and Coordination. The County has designated the Director of Asset Management Services to act as the County's representative with respect to this Agreement 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. b. Schedule. County will provide schedules pertinent to the work in this Agreement as they become available; e.g. Holiday schedule. C. Training of County Staff. The County will provide instruction to County departments regarding specific processes required for the successful execution of the work contained in this Agreement, an example of which is the appropriate manner for departments to identify mail for billing purposes. d. Semi-annual Meetings. The County will convene semi-annual meetings between the Provider and the County to assess the effectiveness of the Agreement and discuss procedural changes that may be in order. 7. Insurance a. General Requirements. The Provider 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; 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 Ratin;. The minimum insurance rating for any company insuring the Provider shall be Best's A. = t pc. I M the,insgra C. Limits of Coverage. Minimum limits of insurance coverage shall be as follows: Revised July 2010 4 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 NO covear l' loy i N/A d. Additional Insured. All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party. Evidence of such insurance, complete with appropriate Additional Insured Endorsement, 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 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 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 sixty(60) 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. Revised July 2010 5 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. 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. 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. 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 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. e. 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. £ 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. Revised July 2010 6 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 terminate 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: Orange County OE Enterprises, Inc. Attention: Director of Asset Management Services VP, Operations P.O. Box 8181 348 Elizabeth Brady Rd. Hillsborough,NC 27278 Hillsborough,NC 27278 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: By: Frank C14 0n, County Manager Printed Name and Title 4PamelasJrone ntument has been approved as to technical content. n Director Revised July 2010 7 This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. _UA,4 . ,d Office of the Finance Director This 'imstrument has been approved as to form and legal sufficiency. Z*�� County Atto Revised July 2010 8 Attachment A Policies and Procedures Governing Courier Services Contract between Orange County and Orange Enterprises, Inc. The following policies and procedures shall govern the work covered in the contract between Orange County and Orange Enterprises for mail processing and courier services for County offices, as approved by the Orange County Manager for FY 2013. Policies and procedures may be amended from time to time as circumstances dictate, without modifying the terms of the overall contract: 1. OE shall provide courier/mail processing services to County offices between the regular business hours of 8am to 5pm, Monday through Friday, with the exception of Holidays as included on the Schedule of Holidays attached to this document and amended annually. 2. The County will notify OE staff in writing of modifications to the courier route; i.e. departmental relocations, additional stops, etc. Changes will be effected by OE on the date specified by County staff. 3. OE shall ensure the timely and accurate processing of all US Mail. OE shall pick up mail at the Hillsborough US Post Office no later than 8:30am, or as quickly as mail may be picked up at the Post Office daily. Mail shall be processed and delivered to the Hillsborough US Post Office in time to meet the last out-bound truck (currently 4pm) on the same day it was collected from County offices. 4. OE shall ensure that all certified mail is log and delivered daily to the addressee department. OE shall obtain a signature of the person, or approved departmental representative receiving the certified mail on the Certified Mail log, attached to this contract. Such completed form shall be returned daily to the Director of Asset Management Services, or designee. 5. OE shall collect or deposit mail from the State courier box located at the Whitted Human Services Center, 300 West Tryon Street, Hillsborough and pick up or deliver mail to the addressee department as may be indicated. 6. OE shall take advantage of any efficiency measures, such as first-class pre-sort, that will serve to minimize the postage costs to the County. Such efficiencies shall not, however, delay the delivery of mail. 7. OE staff shall maintain strict security at all times on courier and USPS mail picked up from County offices. 8. OE shall immediately report any lost or stolen courier/mail to the Director of Asset Management Services. Last modified: December 5, 2011 Page 1 9. OE shall provide an itemized bill by billing code (to be provided by County) to the County by the 5th day of each month for actual postage used on County mail. OE acknowledges and agrees that a strict accounting must be maintained for the postage used by the County and any misrepresentation or inaccurate billing may have negative consequences, including, but not limited to finding OE in breach of contract, which may provide grounds for contract termination. 10. Mail being spoiled or damaged by the postage machine or otherwise shall be promptly reported by OE to the Director of Asset Management Services or designee for instructions regarding replacement. ALL SPOILED OR DAMAGED MAIL SHALL BE RETURNED TO THE DIRECTOR OF ASSET MANAGEMENT SERVICES OR DESIGNEE. 11. OE shall not open any County mail and/or courier envelopes. 12. OE shall return unopened, any mail in which the receiving department cannot be identified (e.g. when the envelope is addressed only to Orange County and has no departmental identifier). The County shall mark or otherwise identify unidentifiable mail that is returned by OE and EITHER notify the appropriate receiving department OR return the mail for delivery by OE the following business day. 13. OE staff and consumers shall conduct themselves in a professional manner when in County offices and will not engage in lengthy conversations with County staff or customers in County buildings regarding non-business matters. 14. OE staff and consumers will refrain from entering areas within a department unless necessary to carry out the scope of work contained in the Agreement. 15. OE will promptly report specific issues related to the performance of this Agreement to the contact person for the County as named herein. 16. In the event of inclement weather and County offices are closed, OE will not be expected to operate the courier/mail services. There are times when County offices may close early or open late because of inclement weather. OE may call the County's main telephone number, (919) 732- 8181 and obtain information regarding the status of County operations from the recording; or contact the Director of Asset Management Services at (919) 245-2652. Last modified: December 5, 2011 Page 2 In the event of early closing, all USPS mail collected from County offices during the day is to be processed and delivered to the Post Office before the end of the day. No USPS mail is to be left at the OE site overnight. OE will consult with the Director of Asset Management Services prior to a determination not to operate the courier/mail services if the County offices are open. Last modified: December 5, 2011 Page 3