HURRICANE/DISASTER DEBRIS REMOVAL PROFESSIONAL SERVICES AGREEMENT
TABLE OF CONTENTS
article page
1. Effective Date/ Term 2
2. Services to be Performed by Contractor 3
3. Compensation 3
4. Insurance 4
5. Standard of Care 5
6. Indemnification 6
7. Independent Contractor 6
8. Compliance with Laws 7
9. Subcontractors 7
10. Federal and State Taxes 7
11. Availability of Funds 9
12. County's Responsibilities 9
13. Termination of Agreement 9
14. Uncontrollable Forces 10
15. Governing Law and Venue 10
16. Non-Discrimination 10
17. Waiver 11
18. Severability 11
19. Entirety of Agreement 11
20. Modification 11
21. Successors and Assigns 12
22. Contingent Fees 12
23. Truth-in-Negotiation Certificate 12
24. Ownership of Documents 12
25. Access and Audits 12
26. Notice 13
27 Contract Administration 13
28. Key Personnel 14
29. Minority/Women Business Enterprise (M/WBE) 14
30. Confidentiality 14
EXHIBITS
A Scope of Work 16
B-1 Price Proposal Form 29
B-2 Fee Schedule-Hourly Rate 31
C Debris Management Plan 33
STATE OF NORTH CAROLINA
COUNTY OF DARE
HURRICANE/DISASTER DEBRIS REMOVAL
PROFESSIONAL SERVICES CONTRACT
THIS AGREEMENT is made this the ____ day of ______, 2003, by and between the County of Dare, Post Office Box 1000, North Carolina, 27954 (hereinafter referred to as COUNTY) and Crowder-Gulf, Inc., 5535 Business Parkway, Theodore, Alabama, 36582 (hereinafter referred to as CONTRACTOR).
RECITALS
WHEREAS, it is foreseen that it may be in the public interest to provide for the expedient removal of storm debris within the corporate limits of the County plus recovery Technical Assistance to the appointed and elected officials resulting from a future storm or manmade event; and
WHEREAS, the County has in the past suffered the full force and effects of major storms and the resulting destruction brought upon the County by such storms or manmade disasters; and
WHEREAS, the public health and safety of all the citizens will be at serious risk; and
WHEREAS, the immediate economical recovery of the County and its citizens is a major concern and the primary priority for recovery; and
WHEREAS, the availability of experienced prime storm debris contractors may be severely limited; and
WHEREAS, Contractor has the experience, equipment, manpower, permits and licenses to perform all storm related debris services; and
WHEREAS, the County and the Contractor have agreed to the Scope of Services, prices, terms and conditions as set out in this Contract; and
NOW THEREFORE, in consideration of the promises contained herein and acknowledged by both parties, the parties do agree as follows:
ARTICLE 1 EFFECTIVE DATE / TERM
1.1 - EFFECTIVE DATE
The effective date of this Agreement shall be ______, 2003.
1.2 - TERM
Term of Agreement shall be for a three (3) year period, unless otherwise modified or terminated as provided herein. The COUNTY shall have the option of extending the Agreement for five (5) additional years in one (1) year periods at the same terms and conditions unless modified as mutually agreed to by CONTRACTOR and COUNTY. Such extension shall be in the form of a written Amendment to the Agreement executed by both parties.
ARTICLE 2 SERVICES TO BE PERFORMED BY CONTRACTOR
CONTRACTOR shall perform the Services as specifically stated in the Scope of Work (See Exhibit A, which is attached and incorporated herein by reference) and the Debris Management Plan (See Exhibit C, which is attached and incorporated herein by reference) as may be specifically designated and authorized by the COUNTY (hereinafter referred to as “Services”). Authorizations for Services shall be referred to as “Task Orders.” Each Task Order form shall set forth a specific Scope of Services, amount of compensation and completion date.
To the extent that COUNTY may be required to enter into agreements with Federal and/or State agencies for disaster relief, CONTRACTOR shall be bound by the terms and conditions of any and all such agreements. The Contractor shall acknowledge the presence of other contractors involved in disaster response and recovery activities by federal, state and local government and of any private utility, and shall not interfere with their work
ARTICLE 3 COMPENSATION
CONTRACTOR shall bear the costs of performing all Services under this Agreement, as directed by the COUNTY, plus applicable permit and license fees and all maintenance costs required to maintain its vehicles and other equipment in a condition and manner adequate to accomplish and perform all Services under this Agreement.
COUNTY shall pay CONTRACTOR in accordance with Price Proposal Form (Exhibit B-1) and Fee Schedule-Hourly Rate (Exhibit B-2) which are attached and incorporated herein by reference as part of this Agreement.
Compensation may be negotiated as a lump sum or not to exceed price on a per-project basis, on each individual Task Order. Invoices must reference the Task Order number.
The total compensation to the CONTRACTOR shall not exceed the total cost of the CONTRACTOR’S Proposal. Prior approval for any work/cost increase shall be accomplished by submission of a Change Order within forty-eight (48) hours of foreseen change. No work shall be performed prior to the issuance of said Change Order.
CONTRACTOR shall submit a periodic invoice for services rendered. Invoices shall include a statement of progress and appropriate detail to satisfy County and FEMA requirements.
Each individual invoice shall be due and payable thirty (30) days after receipt of correct, fully documented, invoice by the COUNTY. All invoices shall be delivered to:
Dare County Purchasing Department
PO Box 1000
Manteo, North Carolina 27954
Attn: Purchasing Agent
In order for both parties herein to close their books and records, the CONTRACTOR will clearly state "Final Invoice" on the CONTRACTOR'S final/last billing to the COUNTY. Such statement shall serve as certification that all services have been properly performed and all charges and costs have been invoiced to the County. Upon submission of the Final Invoice, COUNTY’S account with CONTRACTOR will be closed; any and other further charges if not properly included on the Final Invoice are waived by the CONTRACTOR.
The COUNTY will retain five percent (5%) of the value of each Task Order until such time as the project is completed to the COUNTY’S satisfaction and all sub-contractors and material suppliers verify receipt of all payment for which they are entitled under the terms of the CONTRACTOR’S contract.
ARTICLE 4 INSURANCE
During the performance of the Services under this Agreement, CONTRACTOR shall maintain the following insurance policies, and be written by an insurance company authorized to do business in North Carolina.
1. General Liability. Insurance with bodily injury limits of not less than $1,000,000 for each occurrence, and with property damage limits of not less than $1,000,000 for each occurrence.
2. Automobile Liability. Insurance with bodily injury limits of not less than $1,000,000 for each person and not less than $1,000,000 for each accident and with property damage limits of not less than $1,000,000 for each accident.
3. Workers' Compensation. Insurance in accordance with statutory requirements and Employer's Liability Insurance with limits of not less than $100,000 for each accident, $100,000 for each disease, and $500,000 aggregate.
Deductible amounts shall not exceed 5% of the total amount of required insurance in each category. Should any policy contain any unusual exclusion, said exclusions shall be so indicated on the certificate(s) of insurance.
CONTRACTOR shall furnish COUNTY certificates of insurance, which shall include a provision that policy cancellation, non-renewal, or reduction of coverage shall not be effective until at least thirty (30) days prior written notice has been made to the COUNTY. CONTRACTOR shall include COUNTY as an additional insured on the General Liability and Automobile Liability insurance policy required by the Agreement. All of CONTRACTOR'S sub-contractors shall be required to include COUNTY and CONTRACTOR as additional insured on their General Liability insurance policies.
In the event that any sub-contractor(s) used by the CONTRACTOR in conjunction with performing Services under this Agreement do not have insurance, or do not meet the insurance limits, CONTRACTOR shall indemnify and hold harmless the COUNTY for any claim in excess of the sub-contractor(s)’s insurance coverage.
The CONTRACTOR shall not commence work under this Agreement until all insurance required as stated herein has been obtained and such insurance has been approved by the COUNTY.
ARTICLE 5 STANDARD OF CARE / LICENSURE
CONTRACTOR shall exercise the same degree of care, skill, and diligence in the performance of all Services under this Agreement as is ordinarily provided by a comparable professional under similar circumstances and CONTRACTOR shall, at no additional cost to COUNTY, reperform services which fail to satisfy the foregoing standard of care.
The CONTRACTOR warrants that all services shall be performed by skilled and competent personnel to the highest professional standards in the field.
The CONTRACTOR hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business and perform all Services under this Agreement, and that it will at all times conduct its business activities in a reputable manner. Except as may be otherwise provided for in this Agreement, CONTRACTOR shall be responsible for obtaining, at its own expense, all permits and approvals necessary to perform the Services under this Agreement for each project.
ARTICLE 6 INDEMNIFICATION
6.1 General
Having considered the risks and potential liabilities that may exist during the performance of the Services under this Agreement and in consideration of the promises included herein, COUNTY and CONTRACTOR agree to allocate such liabilities in accordance with this Article.
6.2 Indemnification
CONTRACTOR agrees to protect, defend, indemnify, and hold harmless the COUNTY, its employees and representatives, from any and all liabilities and costs(including all attorney's fees and court costs) arising in any claims, appeals, legal or administrative proceedings for which the COUNTY, its employees and representatives, can or may be held liable as a result of any injury (including death) to persons or damage to property occurring by reason of any acts or omissions of the CONTRACTOR, its employees, subcontractors or agents arising out of or connected with this Agreement. The CONTRACTOR shall not be required to indemnify the COUNTY or its agents, employees, or representatives, when an occurrence results solely from the wrongful acts or omissions of the COUNTY, or its agents, employees or representatives.
6.3 Survival
Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive.
ARTICLE 7 INDEPENDENT CONTRACTOR
CONTRACTOR undertakes performance of the Services under this Agreement as an independent contractor and shall be wholly responsible for all means, techniques, safety programs and procedures, and methods of performance. COUNTY shall have no right to supervise the methods used, but COUNTY shall have the right to observe such performance. CONTRACTOR will supervise and/or direct all contracted and subcontracted services, and will employ and maintain on the work site(s) a qualified supervisor who shall have full authority to act on behalf of the CONTRACTOR, and all communications given to the supervisor(s) by the COUNTY shall be binding as if given to the CONTRACTOR. CONTRACTOR shall work closely with COUNTY in performing Services under this Agreement.
The CONTRACTOR shall not pledge the COUNTY’S credit or make it a guarantor of payment of surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. The CONTRACTOR further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement.
ARTICLE 8 - COMPLIANCE WITH LAWS
In performance of the Services, CONTRACTOR will comply with applicable regulatory requirements including federal, state, special district, and local laws, rules, regulations, orders, codes, criteria and standards, and shall obtain all permits and licenses necessary to perform the Services under this Agreement at CONTRACTOR’S own expense.
ARTICLE 9 – SUBCONTRACTORS
The CONTRACTOR may utilize the service of subcontractors and shall be responsible for and indemnify COUNTY against any claims, damages, injuries or causes of action (including attorney’s fees) arising out of or resulting from the acts or omissions of its subcontractors to the same extent CONTRACTOR is responsible for the acts and omissions of its employees and agents. CONTRACTOR shall ensure that all subcontractors employed by or under contract with CONTRACTOR have and carry the same or substantially similar insurance as required of CONTRACTOR under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and the COUNTY.
CONTRACTOR shall supply the names and addresses of subcontractors and materials suppliers when requested to do so by the COUNTY. The COUNTY reserves the right to accept the CONTRACTOR’S use of a particular subcontractor or to reject the selection of a particular subcontractor, and to inspect all facilities of any subcontractor to ensure the subcontractor’s ability to perform properly under this Agreement. The terms and conditions contained in the COUNTY’S Request for Proposal and this Agreement shall apply to all subcontractors, and all subcontractors are subject to all such terms and conditions to the same degree as CONTRACTOR.
If a subcontractor fails to perform or make progress as required by this Agreement, and it is necessary to replace the subcontractor to complete the work in a timely fashion, the CONTRACTOR shall promptly do so, subject to acceptance of the new subcontractor by the COUNTY.
ARTICLE 10 FEDERAL AND STATE TAXES
The COUNTY is exempt from Federal Taxes. Upon request, the COUNTY will provide an exemption certificate to CONTRACTOR. The CONTRACTOR shall not be exempted from paying sales tax to its suppliers for materials to fulfill contractual obligations with the COUNTY, nor shall the CONTRACTOR be authorized to use the COUNTY’S Tax Exemption Number in securing such materials.
CONTRACTOR shall maintain all tax records during the life of the project and furnish the COUNTY with a complete listing of all taxes paid by County, invoice number, date, amount, etc. CONTRACTOR shall use the form bound in the COUNTY’S Request for Proposals. CONTRACTOR is required to maintain a file showing taxes paid on the project for three (3) years after completion of the project, and shall provide COUNTY with a copy of said documents upon completion of the project.