Loading...
HomeMy WebLinkAbout2013-194 SW - Mattress Go Round LLC for Mattress & Box Springs Recycling $ 90,000 Please return this copy to the Clerk's to the Board's /,W— 19 T —office for permanent agenda file. — ,soj, v M [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 ORANGE COUNTY This Services Agreement (hereinafter "Agreement'), made and entered into this 18 day of June, 2013, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina(hereinafter,the "County") and Mattress Go Round , (hereinafter, MGR). WITNESSETH: That the County and MGR, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. a. This Agreement is for services to be rendered by MGR to County with respect to (insert type of project): Mattress/Box Springs Collection and Recycling. (the "Project") b. By executing this Agreement, the MGR represents and agrees that MGR 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. C. Time is of the essence with respect to this Agreement. d. The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the MGR for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of MGR a. Services to be provided. MGR 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. a. MGR shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of MGR practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. MGR is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. Revised July 2010 1 b. MGR shall be responsible for all errors or omissions, in the performance of the Agreement. MGR shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. C. MGR 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. d. MGR is an independent contractor of County. Any and all employees of the MGR engaged by MGR in the performance of any work or services required of MGR under this Agreement, shall be considered employees or agents of MGR 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 MGR. e. MGR agrees that MGR, 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 MGR'S services under this Agreement. f. If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials MGR 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. MGR shall perform mattress collection and recycling as follows: i) MGR will collect mattresses for recycling, using its vehicles and labor, from the Orange County landfill by 3pm of the second working day following notification that a load will be ready. E.g. if a notification is given any time before 5pm Wednesday, the load must be collected by 3pm of the following Friday. ii) MGR takes full possession of the mattresses once they are loaded onto its conveyance. iii) If MGR cannot collect the mattresses by the agreed on time and day, and the County's on-site mattress storage area is full, the County may dispose of the mattresses by other means until MGR can resume collection. iv) MGR will provide data monthly along with the invoice that includes the weight, number of mattress/box springs units and any other useful information such as notification of problems or suggestions for operational improvements. v) MGR may reject with cause (bent, twisted, ripped, broken, very dirty or containing vermin, blood, fecal matter, bedbugs, or pathogens) mattresses that are designated by the County by their placement in the recycling area to be recycling. Disposal of rejected non-recyclable mattresses shall be at County expense. Revised July 2010 2 vi) Mattresses will be collected from the Orange County landfill located at 1514 Eubanks Road, Chapel Hill,NC. vii) Under certain circumstances the County may identify and inform MGR of a need for off-site collection which may be contracted privately (in which case the County will have no further involvement) or which may be authorized by the County in writing and collected as a result of a separate price quotation. b. County shall perform as follows: i) Receive and store mattresses for recycling by MGR. ii) Consider as acceptable mattresses that are substantially dry and undamaged (not bent, twisted, ripped, broken, very dirty or containing vermin, blood, fecal matter, bedbugs, or pathogens). Criteria may be adjusted over time by mutual consent. iii) Prescreen incoming mattresses to ensure that unacceptable mattresses will be set aside for disposal. Disposal costs will be at County expense. iv) Store acceptable mattresses under roof at the landfill to keep them as dry as possible. Tarpaulin's or other protection may be deployed by the County for protection from weather. v) Contact MGR by phone and/or email when quantity of stored mattresses reaches fifty (50) units, currently considered a full load. Two working days will be allowed for MGR collection following notification. Number of units equalling a full load may be altered if agreed in writing. vi) Ensure that incoming mattresses and box springs are properly stacked and sized on pallets provided by MGR. vii) May, at County discretion and at no cost to MGR, provide assistance in loading mattresses into MGR's vehicle. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2013 to June 30, 2014. The agreement is automatically renewable unless sixty days (60) written notification of termination is provided by either party. b. Schedulina of Services. a. MGR shall schedule and perform his activities in a timely manner,per 3.a.i). b. Should the County determine that MGR is behind schedule, it may require MGR 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. C. The Commencement Date for MGR's Basic Services shall be July 1, 2013. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due MGR 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 Ninety Thousand Dollars Annually ($90,000). Payment for Basic Services shall become due and payable within thirty (30) Revised July 2010 3 days of MGR properly invoicing County. MGR shall provide an accurate invoice each month for mattressesibox springs collected. a. County will pay MGR$9.00 for each mattress/box springs collected at the Orange County Landfill and delivered by MGR to MGR'S recycling facilities. MGR will own all mattressesibox springs once they are loaded onto their conveyance. b. Monthly invoice shall include data as per part 3.a.(iv) above. C. County and MGR may renegotiate the per mattress cost for recycling if mutually agreed in writing and that the maximum amount payable under this agreement is not exceeded. 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 MGR 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. Fuel Surcharge. In the event that the average monthly unleaded gasoline or diesel fuel prices (All Grades) rise above $4.00 per gallon according to the US Department of Energy statistics for the Central Atlantic Region (http://www.eia.gov/dnav/pet/pet pri gnd dcus rly w.htm), County agrees to pay a Fuel Surcharge to MGR. The surcharge will be calculated based on: The number of documented loads of mattresses picked up by MGR at the County facility Multiplied by 98 miles per trip; Divided by 10 miles per gallon. That resulting estimate of gallons of fuel consumed by type (diesel or gasoline); Multiplied by the difference between the fuel price according the DOE index cited above on the first of the month for which the invoice is applied and $4.00 per gallon. Expressed as follows for each fuel type: (MGR's #Trips to Orange County) x (98 miles/trip) / 10 mpg x (First of month fuel price - $4.00/gallon) = Surcharge total. The Fuel Surcharge, if any, shall be calculated and added to the monthly bill as a separate line item as part of the invoice. d. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by MGR unless County authorizes such additional services in writing and such additional services do not exceed the maximum amount payable under this agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated(Gayle Wilson, Solid Waste Management 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 Revised July 2010 4 during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. MGR shall purchase and maintain and shall cause each of its subcontractors to purchase and maintain, during the period of performance of this Agreement: a. Worker's Compensation Insurance for protection from claims under workers' or workmen's compensation acts; b. 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 MGR's employees or any other person and to real and personal property including loss of use resulting thereof; C. Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and d. 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 MGR or its agents, contractors, and employees. b. Insurance Rating. The minimum insurance rating for any company insuring MGR shall be Best's A. If MGR 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_ 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 shall be furnished to the County, together with evidence that each policy provides the County with not less Revised July 2010 5 than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 8. Indemnity a. Indemnity. MGR 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 MGR 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 MGR 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 basic services for mattress recycling such as operational procedures or cost per mattress recycled may be made without formal amendment to Agreement, if provided in writing and is mutually agreeable to both parties and maximum payable amount is not exceeded. Changes to non-basic services provisions shall be made by a written Amendment to this Agreement executed by the County and MGR. 10. Termination a. Termination for Convenience of the County or MGR. This Agreement may be terminated without cause by the County or MGR upon sixty (60) days' prior written notice to the other party. b. Other Termination. MGR 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. MGR shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. In the event of termination, MGR 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 MGR. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by MGR 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 MGR each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the Revised July 2010 6 County nor MGR shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing. 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 MGR 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, except as provided in 9.a. 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. f. Ownership of Work Product. Should MGR'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 MGR. 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. MGR 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 MGR 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 MGR of such limitation or change in County's legal authority. Revised July 2010 7 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 Solid Waste Management Mattress Go Around LLC Attention: Mr. Gayle Wilson Attention: Mr. Robert Savino P.O. Box 17177 1601-A Yanceyville Street Chapel Hill,NC 27516 Greensboro,NC 27405 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.( MATTRESS GO AROUND LLC: By: By: Frank'dl fton,C ty Manager A 6 Printed Name and Title This instrument has been approved as to technical content. Mr. Gayle W/!,6n, Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Director of Finance and Administrative Services This instrument has been approved as to form and legal sufficiency. I L22 Op6e7f—the County Attorney Revised July 2010 8