Sample_Standard_Agreement.pdf

ONWASA STANDARD SERVICE CONTRACT

PROJECT TITLE

THIS CONTRACT is made and entered into this the ______ day of _____________________, 20______, by and between the ONSLOW WATER & SEWER AUTHORITY, a political subdivision of the State of North Carolina (hereinafter referred to as “ONWASA”) and ____________________________________________________, a corporation duly authorized to do business in the State of North Carolina, (hereinafter referred to as “Contractor”).

ONWASA and Contractor agree as set forth below: (Enter Scope of Work)

The Quote or Request for Bids for PROJECT TITLE dated MONTH, DAY, YEAR, is attached to, hereby incorporated into, and made part of this Contract by reference (hereinafter referred to as “the work”). Each reference to this Contract shall be deemed to include all Exhibits and Addenda. Any conflict between language in an Exhibit or Appendix and language in the main body of this Contract shall be resolved in favor of the main body of this Contract.

ARTICLE 1

GENERAL

1.1 Contractor represents and maintains that it has the necessary qualifications and expertise to assume the responsibilities and render the services described herein and has the requisite corporate authority and licenses required by law.

1.2 The Contractor, Contractor’s employees, and subcontractors shall provide all labor and materials needed to perform and execute the work as outlined in the Scope of Work outlined in the RFB in accordance with Articles 2 and 3 of this Contract. Any work initiated by the Contractor prior to the execution of a Contract for Services will be at the Contractor’s sole risk.

1.3 Contractor shall exercise reasonable care and skill as might be expected from similarly situated professionals performing services of the kind required under this Contract at the time and the place where the services are rendered. The staff of and subcontracted professionals engaged by the Contractor shall possess the experience, knowledge, and character necessary to qualify them to perform the particular duties to which they are assigned.

1.4 Contractor's services shall be performed as expeditiously as necessary for the orderly progress of the work.

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1.5 Contractor and ONWASA acknowledge that the Scope of Work described within the Request for Bids may not delineate every detail and minor work task required to be performed by the Contractor to complete the work authorized by the Scope of Work. If, during the performance of the work authorized by this Contract, the Contractor determines that services outside the level of those originally anticipated are required, the Contractor shall notify ONWASA’s designated representative in writing and obtain ONWASA approval before proceeding with the work. Any additional work performed without obtaining prior approval from ONWASA’s appointed representative is at the Contractor's sole risk.

1.6 Upon mutual written agreement, the work described in the Scope of Work may be modified upon negotiated additional scopes of service, compensation, time of performance, and other matters related to the job. If ONWASA and Contractor cannot contractually agree, ONWASA shall have the right to terminate negotiations immediately at no cost to ONWASA and to procure services from another source.

1.7 The Contractor shall coordinate with the ONWASA’s designated representative prior to and during the duration of the Contract.

ARTICLE 2

CONTRACTOR'S RESPONSIBILITIES

2.1 The Contractor shall supply all necessary labor and materials to perform and execute the work described in the Scope of Work. In the event of incomplete, inaccurate, or defective work, the Contractor agrees to immediately correct incomplete, unsatisfactory, or defective work at no further cost to ONWASA.

2.2 The Contractor agrees that it shall be responsible for the proper custody and care of any property furnished for use in connection with the performance of the work and will reimburse ONWASA for loss or damage to such property.

2.3 The Contractor shall be solely responsible for initiating, supervising, and maintaining all safety precautions concerning the work provided under this Contract. The Contractor shall comply with all applicable laws and regulations relating to the safety of persons or property, or the protection of persons or property from damage, injury, or loss, and shall erect and maintain all necessary safeguards for such safety and protection. All damage, injury, or loss to any property caused, directly or indirectly, in whole or in part, by the Contractor, any subcontractor, supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the work, or anyone for whose acts any of them may be liable, shall be remedied by the Contractor.

2.4 Except as otherwise required for the safety or protection of persons or property at the site or adjacent, all work shall be performed during regular working hours.

2.5 The Contractor shall give all notices required by and shall comply with all Laws and

Regulations applicable to the performance of the Contract. If the Contractor performs any work knowing or having reason to know that it is contrary to laws or regulations, the Contractor shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of contractors, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such work.

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2.6 ONWASA will provide the Contractor with such permissions as required for access to the sites where the work shall be performed in a good and workmanlike manner, and the worksites maintained free of trash and waste materials and left in the same or better condition than before the work commenced. The Contractor shall supervise and direct the work and shall be solely responsible for and in control of the means, methods, procedures, techniques, and sequences of doing the work

2.7 The Contractor shall maintain all records, documents, notes, and financial information related to the performance of the work in accordance with Generally Accepted Accounting Principles and Practices and shall provide ONWASA with copies of such information. Any information, data, instruments, documents, studies, or reports given to or prepared or assembled by the Contractor under this Contract shall be kept confidential and not divulged or made available to any individual or organization without the prior written approval of

ONWASA.

ARTICLE 3

ONWASA'S RESPONSIBILITIES

3.1 ONWASA shall provide the Contractor with all criteria and complete information on

ONWASA’s work requirements, including objectives and constraints.

3.2 The timely provision of all available information, data, reports, and records to which

ONWASA has access and which are needed by the Contractor to perform the work.

3.3 Advise the Contractor of the identity and Scope of Work of any other service providers employed by ONWASA to perform or furnish services related to or affecting the work.

3.4 ONWASA will respond within a reasonable time to the Contractor’s requests for written decisions or determinations on the subject of the Contractor’s services.

3.5 ONWASA will give prompt written notice to the Contractor whenever ONWASA becomes aware of any event, occurrence, condition, or circumstance that may substantially affect the Contractor’s work performance under this Contract.

3.6 ONWASA shall designate a representative authorized to act on its behalf concerning the work. The authorized representative shall communicate decisions about documents submitted by the Contractor to avoid unreasonable delay in the orderly and sequential progress of the work.

3.7 Prompt notice shall be given by ONWASA to the Contractor if ONWASA becomes aware of any fault or defect in the work or nonconformance with the Contract.

ARTICLE 4

INSURANCE

4.1 During the performance of the work under this Contract, the Contractor shall maintain the minimum levels of insurance shown below and is responsible for ensuring original certificates of such coverage are submitted to ONWASA directly from the insurance provider before the performance. Policies shall list ONWASA as additional insured on all

PROJECT TITLE Page 4 of 8 applicable policies. All policies shall be obtained from insurance companies that are duly licensed in the State of North Carolina to issue insurance policies for the limits and coverages so required, must cover the term of the Contract, and provide thirty (30) days advance written notice to ONWASA in the event of cancellation, expiration, or alteration.

1. General Liability Insurance, with a combined single limit of $1,000,000 for each occurrence and $2,000,000 in the aggregate or as otherwise specified in the addendum, whichever is greater.

2. Automobile Liability Insurance, with a combined single limit of $1,000,000 for each person and $1,000,000 for each accident.

3. Workers' Compensation Insurance per statutory requirements and Employers’

Liability Insurance, with a limit of $500,000 for each occurrence.

4. Excess Liability/Umbrella Insurance, with a limit of $1,000,000 per occurrence

In the event the Contractor is excluded from the requirements of the North Carolina Workers Compensation Act and does not voluntarily carry workers compensation coverage, the Contractor shall carry or cause its employees to carry adequate medical/accident insurance to cover any injuries sustained by its employees or agents during the performance of service.

4.2 The provisions of this Article shall survive the expiration or termination of this Contract.

ARTICLE 5

PAYMENTS TO THE CONTRACTOR

5.1 ONWASA hereby agrees to pay to the Contractor $___________________ in lawful money of the United States for the faithful performance of the work following the Scope of Work and quoted prices as outlined in the Quote or Bid Pricing Form on a per invoice basis within 30 days of receipt of the Contractors invoice, subject to additions and deductions as provided in the Contract.

5.2 The Contractor shall invoice for work satisfactorily completed each month. Invoices shall include all sales taxes paid relative to the work, Purchase Order number, description of the item(s), quantities, unit price, extended price, freight, state and local taxes, and delivery date.

5.3 ONWASA may withhold payments if ONWASA has received claims of lien by subcontractors for unpaid labor or materials, if the work of the Contractor is defective, or if the Contractor fails to diligently pursue the work with reasonable dispatch, or if the amount requested is not consistent with the level of work performed.

5.4 In the event of a disputed or contested invoice, only that contested portion will be withheld from payment, and the undisputed portion will be paid. Service charges and/or interest will not be accrued to any outstanding or overdue amounts.

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5.5 Unless otherwise stated herein, payments are due and payable thirty (30) days from the date of the Contractor's invoice.

ARTICLE 6

TERMINATION, SUSPENSION, OR ABANDONMENT

6.1 The Contractor acknowledges that ONWASA is a governmental entity, and the Contract’s validity is based upon the availability of public funding under the authority of its statutory mandate. If public funds are not appropriated for the performance of ONWASA’s obligations under this Contract, then this Contract shall automatically expire without penalty to ONWASA thirty (30) days after written notice to Contractor of the unavailability and non-appropriation of public funds.

6.2 Either party may terminate this Contract upon at least seven days written notice should the other party fail substantially to perform per the terms of this Contract through no fault of the party initiating the termination.

6.3 In the event of termination that is not the Contractor’s fault, the Contractor shall be compensated for services performed prior to termination, including reimbursable expenses due. This shall be the exclusive remedy for termination.

6.4 ONWASA shall have no liability to the Contractor for any delay or damage caused by the

Contractor due to suspension of the work or any other delay, interruption, hindrance, or interference.

6.5 If termination or suspension occurs, the Contractor shall terminate or suspend the work on a schedule acceptable to ONWASA.

6.6 In the event of non-compliance of any term or terms of this Contract by the Contractor, ONWASA may, at its sole option, declare the Contractor in default and terminate this Contract with not less than seven days' written notice. Should ONWASA terminate this Contract due to the Contractor's default, ONWASA may, in addition to its other rights, contract with any other party to fulfill the Contractor's obligations hereunder. The Contractor shall be liable for any increase in cost borne by ONWASA due to the default.

This shall in no way limit ONWASA’s right to collect any other damages, whether legal or equitable, due to the default of the Contractor.

6.7 Force Majeure. If either party is unable to perform any of its obligations under this Contract or to enjoy any of its benefits because of any event that is unavoidable and beyond the control of the defaulting party, including, but not restricted to, a labor stoppage, strike action or unrest, a judicial or governmental decree, regulation or other direction not the fault of the party who has been affected, the threat or initiation of any legal action, communication line failure, power failure, and any natural disaster or Act of God, the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, this Contract shall be immediately suspended. If the period of non-performance exceeds fifteen (15) days from the receipt of notice of the Force Majeure Event, ONWASA may, by giving written notice, terminate this Contract.

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ARTICLE 7

OTHER CONDITIONS OR SERVICES

7.1 The terms of this Contract shall control any conflicting terms in any referenced document.

7.2 If any provision of the Contract shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the remaining provisions shall not be affected.

7.3 To the fullest extent permitted by Laws and Regulations, the Contractor shall indemnify and hold harmless ONWASA and the officers, directors, partners, employees, agents, consultants, and subcontractors from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of the Contractors, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the Contract or the work, including the loss of use resulting therefrom and breach of any of the successful Contractor’s warranties, but only to the extent caused by any negligent, reckless or intentional act or omission of the Contractor, any subcontractor, any supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the work or anyone for whose acts any of them may be liable or arising out of the Contractor’s breach of this Contract. Indemnification responsibilities created by this section shall survive and be enforceable after the Contract between ONWASA and the successful Contractor terminates or expires. The Contractor shall defend all suits and assume all liability for any claims made against ONWASA or any of its officials or agents for the use of any patented process, device, or article forming a part of the articles, equipment, or services furnished under this Contract.

7.4 This Contract shall be governed by the law of the State of North Carolina. All actions relating in any way to this Contract shall be brought in the General Court of Justice in the County of Onslow and the State of North Carolina.

7.5 ONWASA and the Contractor, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Contract and the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Contract. Neither ONWASA nor the Contractor shall assign this Contract without the written consent of the other.

7.6 This Contract represents the entire and integrated agreement between ONWASA and the

Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. This Contract may be amended only by written instrument signed by ONWASA and the Contractor.

7.7 The paragraphs' subject headings are included for convenience only and shall not affect the construction or interpretation of any of its provisions. This Contract shall be deemed to have been drafted by both parties, and no purposes of interpretation shall be made to the contrary.

7.8 Nondiscrimination Clause: No person in the United States shall, on the grounds of age, race, color, national origin, gender, or disability, be excluded from participation in, be denied the

PROJECT TITLE Page 7 of 8 benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds available under this project.

7.9 Minority and Female Business Enterprise: ONWASA encourages participation from

Minority and Women Business Enterprise (MWBE).

7.10 Except as otherwise required or provided in the Scope of Work, the Contractor will not meet or confer with any member of any federal, state, or local regulatory agency concerning the services without obtaining the prior consent of ONWASA.

7.11 All notices which may be required by this Contract or any rule of law shall be effective when received by certified mail sent to the following addresses:

ONSLOW WATER AND SEWER AUTHORITY

Attn: Finance and Purchasing Supervisor 228 Georgetown Road Jacksonville, NC 28540

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IN TESTIMONY WHEREOF, the parties have made and executed this Contract by authorized representatives, acting under and under the authority vested, and have set their hands and seals hereunto, the day and year first written above.

CONTRACTOR ATTEST:

By: _________________________________ By: _________________________________ Signature Signature

Print Name: __________________________ Print Name: _________________________

Title: ________________________________ Title: _______________________________

(SEAL)

ONSLOW WATER & SEWER AUTHORITY ATTEST:

By: _____________________________________ ______________________________ ONWASA CEO ONWASA Clerk to the Board

(SEAL)

This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act.

Chief Finance Officer