HomeMy WebLinkAbout46-09 RESOLUTIONRESOLUTION NO. 46-09
A RESOLUTION TO APPROVE AN AGREEMENT FOR STORM
DEBRIS MONITORING SERVICES WITH SOLID RESOURCES, INC.
IN THE AMOUNT OF $483,690.00, PLUS A CONTINGENCY IN
THE AMOUNT OF $96,914.00
WHEREAS, the City of Fayetteville solicited Requests for Proposals for Storm Debris
Monitoring Services as required by the Federal Emergency Management Administration
(FEMA); and
WHEREAS, a Selection Committee including an alderman and numerous city staff
painstakingly reviewed several applicants and eventually voted by an approved rating system to
select Solid Resources, Inc. as the most qualified, capable, and affordable applicant to best
supply Storm Debris Monitoring Services for the citizens of Fayetteville.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves
the selection of Solid Resources, Inc. for Storm Debris Monitoring Services for the City of
Fayetteville.
Section 2: That the City Council of the City of Fayetteville, Arkansas hereby approves
the Agreement For Storm Debris Monitoring Services (attached as Exhibit "A") with Solid
Resources, Inc. in the amount of $483,690, plus a contingency of $96,914.00.
PASSED and APPROVED this 18th day of February, 2009.
APPROVED
ELD J AN, Mayor
ATTEST:
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By:aj,i,A1)-6) NAfie
SO D E. SMITH, City Clerk/Treasurer
AGREEMENT
For
STORM DEBRIS MONITORING SERVICES
Between
CITY OF FAYETTEVILLE, ARKANSAS
And
SOLID RESOURCES, INC..
THIS AGREEMENT is made as of February 8 , 2009, by and between City of Fayetteville,
Arkansas, acting by and through its Mayor (hereinafter called CITY OF FAYETTEVILLE) and SOLID
RESOURCES, INC. (hereinafter called SOLID RESOURCES, INC.).
CITY OF FAYETTEVILLE is in need of Debris Management and Monitoring Services for its Right of
Way debris removal. Contract responsibilities include but are not limited to monitoring vegetative storm
debris removal and tree trimming & removal within public lands and rights of way, and debris disposal
site monitoring. Therefore, CITY OF FAYETTEVILLE and SOLID RESOURCES, INC. in
consideration of their mutual covenants agree as follows:
SOLID RESOURCES, INC. shall serve as CITY OF FAYETTEVILLE's monitoring consultant in those
assignments to which this Agreement applies, and shall give consultation and advice to CITY OF
FAYETTEVILLE during the performance of SOLID RESOURCES, INC.'s services.
SECTION 1 - AUTHORIZATION OF SERVICES
1.1 Services on any assignment shall be undertaken only upon written Authorization of CITY OF
FAYETTEVILLE and agreement of SOLID RESOURCES, INC.
1.2 Assignments may include services described hereafter as Basic Services or as Additional
Services of SOLID RESOURCES, INC.
1.3 Changes, modifications or amendments in scope, price or fees to this contract shall not be
allowed without a formal contract amendment approved by the Mayor and the City Council
in advance of the change in scope, costs, fees, or delivery schedule.
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SECTION 2- BASIC SERVICES OF SOLID RESOURCES, INC.
2.1 Provide Fixed Site Debris Monitors and Field Debris Monitors and Debris Monitoring
Supervision and Management to assist the City of Fayetteville with ice storm debris removal
services. SOLID RESOURCES, INC. will provide:
2.2 Fixed Site Debris Monitors
SOLID RESOURCES, INC. will provide trained personnel to oversee the inspection of the
disposal or unloading sites by providing the monitoring, verification of load capacity, and
documentation at designated temporary disposal sites. Services include:
2.2.1 Provide trained disposal site monitor and inspection personnel
2.2.2 Complete record of contract haulers' cubic yardage and other record keeping as may be
needed on the provided load ticket
2.2.3 Initial each load ticket before permitting truck to proceed from the check-in area to the
tipping area
2.2.4 Remain in contact with debris management/dispatch center or supervisor
2.2.5 Perform other duties as directed by the dispatch/staging operation, debris management project
manager, or designated City personnel
2.2.6 Accurately measure load hauling compartments and accurately compute volume capacity in
cubic yards. Document and record measurements and computations
2.3 Field Debris Monitors
SOLID RESOURCES, INC. will perform roving on-site, street -level work area inspections of
debris cleanup and collection. SOLID RESOURCES, INC. will provide loading site (field)
monitors to inspect and control debris collection utilizing manifest load tickets. Services include:
2.3.1 Provide field monitor personnel at designated areas to check and verify information on debris
removal.
2.3.2 Monitor collection activity of trucks.
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2.3.3 Issue manifest load tickets at loading site for each load.
2.3.4 Check the area for safety considerations such as — downed power lines, children playing in
area, meeting traffic control needs, safe operation of trucks and equipment.
2.3.5 Ensure only eligible ice storm related vegetative (trees, limbs, and brush) debris is collected.
No non -vegetative debris is authorized to be collected. No non -ice storm damage related
debris is authorized to be collected
2.3.6 Perform a pre -work inspection of areas to check debris piles to identify covered utility
meters, transformers, fire hydrants, mail boxes, etc. to help prevent damage from loading
equipment and to look for potential problems.
2.3.7 Should damages occur to utility components, driveways, road surfaces, private property,
vehicles, etc., document the damage with photos. If possible, collect information about
owner, circumstances of the damage (who, what, when, where) and report to your supervisor.
2.3.8 Ensure the work area is clear of debris to the specified level before equipment moves to a
new loading area.
2.3.9 Accurately measure load hauling compartments and accurately compute volume capacity in
cubic yards. Document and record measurements and computations.
2.3.10 Properly monitor and record performance and productivity of debris removal crew.
2.3.11 Remain in constant contact with debris management/dispatch center or supervisor.
2.3.12 Ensure that loads are contained properly before leaving the loading area.
2.3.13 Ensure only eligible debris is collected for loading and hauling.
2.3.14 Ensure only debris from approved public areas is loaded for removal.
2.3.15 Perform other duties from time to time as directed by the debris management project manager
or designated City debris management personnel.
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2.4 Senior Technician/Field Supervisor/Emergency Operations Manager
SOLID RESOURCES, INC. will provide project management to oversee debris monitoring
activities in the field. Services will include:
2.4.1 Oversight and Supervision of Monitor field activity.
2.4.2 Scheduling of Monitoring resources and deployment timing.
2.4.3 Communication and coordination with City personnel.
2.4.4 Make suggestions to improve the efficiency of collection and removal of debris.
2.4.5 Coordinate daily activities and future planning.
2.4.6 Remain in contact with debris management/dispatch center or supervisor.
2.4.7 Identify, address, and troubleshoot any questions or problems that could impact work area
safety and eligibility.
2.4.8 Accurately measure load hauling compartments and accurately compute volume capacity in
cubic yards. Document and record measurements and computations. Document truck hauling
compartment condition using digital photographs. Prepare a master log book of all hauling
equipment used by the City's debris removal SOLID RESOURCES, INC..
2.4.9 Compile, reconcile and document daily in an electronic spreadsheet format all eligible debris
hauled by the City of Fayetteville's debris removal SOLID RESOURCES, INC..
SECTION 3 - ADDITIONAL SERVICES OF SOLID RESOURCES. INC.
3.1 General
If authorized in writing by the CITY OF FAYETTEVILLE Mayor and the City Council and
agreed to in writing by SOLID RESOURCES, INC., SOLID RESOURCES, INC. shall furnish or
obtain from others Additional Services of the following types that are not considered normal or
customary Basic Services. The scope of Additional Services may include:
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3.1.1 Administrative Assistance
Provide Contract and Project administration to the degree authorized by CITY OF
FAYETTEVILLE.
3.1.2 Preparing to serve or serving as a witness for CITY OF FAYETTEVILLE in any litigation or
other proceeding involving the Project.
3.1.3 Extra Services
3.1.3.1 Services not specifically defined heretofore that may be authorized by CITY OF
FAYETTEVILLE.
3.2 Contingent Additional Services
3.2.1 If services described under Contingent Additional Services in Paragraph 3.2 are required due
to circumstances beyond SOLID RESOURCES, INC.'s control, SOLID RESOURCES, INC.
shall notify CITY OF FAYETTEVILLE and request a formal contract amendment approved
by the Mayor and the City Council prior to commencing such services. If CITY OF
FAYETTEVILLE deems that such services described in 3.2 are not required, CITY OF
FAYETTEVILLE shall give prompt written notice to SOLID RESOURCES, INC. If CITY
OF FAYETTEVILLE indicates in writing that all or parts of such Contingent Additional
Services are not required, SOLID RESOURCES, INC. shall have no obligation to provide
those services.
SECTION 4- RESPONSIBILITIES OF CITY OF FAYETTEVILLE
CITY OF FAYETTEVILLE shall, within a reasonable time, so as not to delay the services of SOLID
RESOURCES, INC..
4.1 Provide full information as to CITY OF FAYETTEVILLE's requirements for the Project.
4.2 Assist SOLID RESOURCES, INC. by placing at SOLID RESOURCES, INC.'s disposal all
available information pertinent to the assignment including previous reports and any other data
relative thereto.
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4.3 Guarantee access to and make all provisions for SOLID RESOURCES, INC. to enter upon public
and private property as required for SOLID RESOURCES, INC. to perfortn his services under
this Agreement.
4.4 Examine all proposals, and other documents presented by SOLID RESOURCES, INC. and render
in writing decisions pertaining thereto.
4.5 The Transportation Manager and the Water & Wastewater Director are the CITY OF
FAYETTEVILLE's project representatives with respect to the services to be performed under this
Agreement. The Transportation Manager and the Water & Wastewater Director shall have
complete authority to transmit instructions, receive information, interpret and define CITY OF
FAYETTEVILLE's policies and decisions with respect to materials, equipment, elements and
systems to be used in the Project, and other matters pertinent to the services covered by this
Agreement.
4.6 Give prompt written notice to SOLID RESOURCES, INC. whenever CITY OF
FAYETTEVILLE observes or otherwise becomes aware of any defect in the Project.
4.7 Furnish approvals and permits from all governmental authorities having jurisdiction over the
Project and such approvals and consents from others as may be necessary for completion of the
Project. Pay directly to the governmental authorities the actual filing and permit fees.
4.8 Pay for placement of legal notices and advertisements in newspapers or other publications
required by the Project.
4.9 Furnish, or direct SOLID RESOURCES, INC. to provide, necessary Additional Services as
stipulated in Section 3 of this Agreement or other services as required.
• 4.10 CITY OF FAYETTEVILLE and/or its representative will review all documents and provide
written comments to SOLID RESOURCES, INC. in a timely manner.
SECTION 5- PERIOD OF SERVICE
5.1 This Agreement will become effective upon the first written notice by CITY OF
FAYETTEVILLE authorizing services hereunder.
5.2 The provisions of this Agreement have been agreed to in anticipation of the orderly progress
of the Project through completion of the services stated in the Agreement. SOLID
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RESOURCES, INC. will proceed with providing the authorized services immediately upon
receipt of written authorization from CTTY QF FAYETTEVILLE. Said authorization shall
include the scope of the services authorized and the time in which the services are to be
completed.
SECTION 6- PAYMENTS TO SOLID RESOURCES, INC.
6.1 Compensation
6.1.1 Storm Debris Monitoring Services
The maximum not -to -exceed amount authorized for this Agreement is $ t...17, 90
00
The CITY OF FAYETFEVILLE shall compensate SOLID RESOURCES, INC. based on a Unit Price
basis as described in Appendix A.
6.1.1.1 Subject to the City Council approval, adjustment of the not -to -exceed amount may be
made should SOLID RESOURCES, INC. establish and CITY OF FAYETTEVILLE
agree that there has been or is to be a significant change in scope, complexity or character
of the services to be performed; or if CITY OF FAYETTEVILLE decides to shorten the
duration of work from the time period specified in the Agreement for completion of work
and such modification warrants such adjustment. Changes, modifications or amendments
in scope, price or fees to this Contract shall not be allowed without formal contract
amendment approved by the Mayor and the City Council in advance of the change in
scope, cost, fees, or delivery schedule.
6.1_1.2 Monthly statements for each calendar month shall be submitted to CITY OF
FAYETTEVILLE or such parties as CITY OF FAYETTEVILLE may designate for
Design services consistent with SOLID RESOURCES, INC.'s normal billing schedule.
Once established, the billing schedule shall be maintained throughout the duration of the
Project. Applications for payment shall be made in accordance with a format to be
developed by SOLED RESOURCES, INC. and approved by CITY OF FAYETTEVILLE.
Applications for payment shall be accompanied each month by the updated project design
schedule as the basis for determining the value earned as the work is accomplished. Final
payment for Design services shall be made upon CITY OF FAYETTEVILLE's approval
and acceptance with the satisfactory completion of the Design phase for the Project.
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6.1.2 Additional Services
For authorized Additional engineering services under Section 3, "Additional Services",
compensation to SOLID RESOURCES, INC. shall be negotiated at the time Additional
services are authorized.
6.2 Statements
Statements and progress reports for each calendar month will be submitted to CITY OF
FAYETTEVILLE. Statements will be based on SOLID RESOURCES, INC.'s actual cost plus
fixed fee amount and justified by the updated progress schedule.
6.3 Payments
All statements are payable upon receipt and due within thirty (30) days. If a portion of SOLID
RESOURCES, 1NC.'s statement is disputed by CITY OF FAYETTEVILLE, the undisputed
portion shall be paid by CITY OF FAYETTEVILLE by the due date. CITY OF
FAYETTEVILLE shall advise SOLID RESOURCES, INC. in writing of the basis for any
disputed portion of any statement. CITY OF FAYETTEVILLE will make reasonable effort to pay
invoices within 30 days of date the invoice is approved, however, payment within 30 days is not
guaranteed.
6.4 Final Payment
Upon satisfactory completion of the work performed under this Agreement, as a condition before
final payment under this Agreement, or as a termination settlement under this Agreement, SOLID
RESOURCES, INC. shall execute and deliver to CITY OF FAYETTEVILLE a release of all
claims against CITY OF FAYETTEVILLE arising under or by virtue of this Agreement, except
claims which are specifically exempted by SOLID RESOURCES, INC. to be set forth therein.
Unless otherwise provided in this Agreement or by State law or otherwise expressly agreed to by
the parties to this Agreement, final payment under this Agreement or settlement upon termination
of this Agreement shall not constitute a waiver of CITY OF FAYETTEVILLE's claims against
SOLID RESOURCES, INC. or his sureties under this Agreement or applicable performance and
payment bonds, if any.
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SECTION 7- GENERAL CONSIDERATIONS
7.1 Insurance
7.1.1 During the course of performance of these services, SOLID RESOURCES, INC. will
maintain (in United States Dollars) the following minimum insurance coverages:
Tyne of Coverage Limits of Liability
Workers' Compensation Statutory
Employers' Liability $500,000 Each Accident
Commercial General Liability
Bodily Injury and Property Damage $1,000,000 Each Occurrence
$2,000,000 Annual Aggregate
Automobile Liability:
Bodily Injury and Property Damage $500,000 Each Occurrence
$1,000,000 Annual Aggregate
SOLID RESOURCES, INC. will provide to CITY OF FAYETTEVILLE certificates as evidence of the
specified insurance within ten days of the date of this Agreement and upon each renewal of coverage.
7.1.2 Debris Removal SOLID RESOURCES, INC.s shall be required to provide (or CITY OF
FAYETTEVILLE may provide) Owner's Protective Liability Insurance naming CITY OF
FAYETTEVILLE as a Named Insured and SOLID RESOURCES, INC. as additional
insureds, or, to endorse CITY OF FAYETTEVILLE and SOLID RESOURCES, INC. as
additional insured on construction SOLID RESOURCES, INC.'s liability insurance policies
covering claims for personal injuries and property damage. Construction SOLID
RESOURCES, INC.s shall be required to provide certificates evidencing such insurance to
CITY OF FAYETTEVILLE and SOLID RESOURCES, INC.
7.1.3 CITY OF FAYETTEVILLE and SOLID RESOURCES, INC. waive all rights against each
other and their officers, directors, agents, or employees for damage covered by property
insurance during and after the completion of SOLID RESOURCES, INC.'s services. If the
services result in a Construction Phase, a provision similar to this shall be incorporated into
all Construction Contracts entered into by CITY OF FAYETTEVILLE, and all construction
SOLID RESOURCES, INC.s shall be required to provide waivers of subrogation in favor of
CITY OF FAYETTEVILLE and SOLID RESOURCES, INC. for damage or liability covered
by any construction SOLID RESOURCES, INC.'s policy of insurance.
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7.2 Professional Responsibility
7.2.1 SOLID RESOURCES, INC. will exercise reasonable skill, care, and diligence in the
performance of SOLID RESOURCES, INC.'s services and will carry out its responsibilities
in accordance with customarily accepted professional engineering practices. CITY OF
FAYETTEVILLE will promptly report to SOLID RESOURCES, INC. any defects or
suspected defects in SOLID RESOURCES, INC.'s services of which CITY OF
FAYETTEVILLE becomes aware, so that SOLID RESOURCES, INC. can take measures to
minimize the consequences of such a defect. CITY OF FAYETTEVILLE and SOLID
RESOURCES, INC. further agree to impose a similar notification requirement on all
construction SOLID RESOURCES, INC.s. CITY OF FAYETTEVILLE retains all remedies
to recover for its damages caused by any negligence of SOLID RESOURCES, INC.
7.2.2 In addition, SOLID RESOURCES, INC. will be responsible to CITY OF FAYETTEVILLE
for damages caused by its negligent conduct during its activities at the Project Site to the
extent covered by SOLID RESOURCES, INC.'s Commercial General Liability and
Automobile Liability Insurance policies as specified in Paragraph 7.1.1.
7.3 Changes
CITY OF FAYETTEVILLE shall have the right to make changes within the general scope of
SOLID RESOURCES, INC.'s services, with an appropriate change in compensation and schedule
only after Fayetteville City Council approval of such proposed changes and, upon execution of a
mutually acceptable amendment or change order signed by the Mayor of the CITY OF
FAYETTEVILLE and the President or any Vice President of SOLID RESOURCES, INC.
7.4 Termination
7.4.1 This Agreement may be terminated in whole or in part in writing by either party in the event of
substantial failure by the other party to fulfill its obligations under this Agreement through no
fault of the terminating party, provided that no termination may be effected unless the other party
is given:
7.4.1.1 Not less than ten (10) calendar days written notice (delivered by certified mail, return
receipt requested) of intent to terminate,
7.4.1.2 An opportunity for consultation with the terminating party prior to termination.
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7.4.2 This Agreement may be terminated in whole or in part in writing by CITY OF
FAYETTEVILLE for its convenience, provided that SOLID RESOURCES, ThC. is given:
7.4.2.1 Not less than ten (10) calendar days written notice (delivered by certified mail, return
receipt requested) of intent to terminate,
7.4.2.2 An opportunity for consultation with the terminating party prior to termination.
7.4.3 If termination for default is effected by CITY OF FAYETTEVILLE, an equitable adjustment
in the price provided for in this Agreement shall be made, but
7.4.3.1 No amount shall be allowed for anticipated profit on unperformed services or other work,
7.4.3.2 Any payment due to SOLID RESOURCES, INC. at the time of termination may be
adjusted to cover any additional costs to CITY OF FAYETTEVILLE because of SOLID
RESOURCES, INC.'s default.
7.4.4 If termination for default is effected by SOLID RESOURCES, INC., or if termination for
convenience is effected by CITY OF FAYETTEVILLE, the equitable adjustment shall
include a reasonable profit for services or other work performed. The equitable adjustment
for any termination shall provide for payment to SOLID RESOURCES, INC. for services
rendered and expenses incurred prior to the termination, in addition to termination settlement
costs reasonably incurred by SOLID RESOURCES, INC. relating to commitments which had
become firm prior to the termination.
7.4.5 Upon receipt of a termination action under Paragraphs 7.5.1 or 7.5.2 above, SOLID
RESOURCES, INC. shall:
7.4.5.1 Promptly discontinue all affected work (unless the notice directs otherwise),
7.4.5.2 Deliver or otherwise make available to CITY OF FAYETTEVILLE all data, drawings,
specifications, reports, estimates, summaries and such other information and materials as
may have been accumulated by SOLID RESOURCES, INC. in performing this
Agreement, whether completed or in process.
7.4.6 Upon termination under Paragraphs 7.5.1 or 7.5.2 above CITY OF FAYETTEVILLE may
take over the work and may award another party an agreement to complete the work under
this Agreement.
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7.4.7 If, after termination for failure of SOLID RESOURCES, INC. to fulfill contractual
obligations, it is determined that SOLID RESOURCES, INC. had not failed to fulfill
contractual obligations, the termination shall be deemed to have been for the convenience of
CITY OF FAYETTEVILLE. In such event, adjustments of the agreement price shall be
made as provided in Paragraph 7.5.4 of this clause.
7.5 Delays
In the event the services of SOLID RESOURCES, INC. are suspended or delayed by CITY OF
FAYETTEVILLE or by other events beyond SOLID RESOURCES, INC.'s reasonable control,
SOLID RESOURCES, INC. shall be entitled to additional compensation and time for reasonable
costs incurred by SOLID RESOURCES, INC. in temporarily closing down or delaying the
Project.
7.6 Rights and Benefits
SOLID RESOURCES, INC.'s services will be performed solely for the benefit of CITY OF
FAYETTEVILLE and not for the benefit of any other persons or entities.
7.7 Dispute Resolution
7.7.1 Scope of Paragraph: The procedures of this Paragraph shall apply to any and all disputes
between CITY OF FAYETTEVILLE and SOLID RESOURCES, INC. which arise from, or
in any way are related to, this Agreement, including, but not limited to the interpretation of
this Agreement, the enforcement of its terms, any acts, errors, or omissions of CITY OF
FAYETTEVILLE or SOLID RESOURCES, INC. in the performance of this Agreement, and
disputes concerning payment.
7.7.2 Exhaustion of Remedies Required: No action may be filed unless the parties first negotiate.
If timely Notice is given under Paragraph 7:8.3, but an action is initiated prior to exhaustion
of these procedures, such action shall be stayed, upon application by either party to a court of
proper jurisdiction, until the procedures in Paragraphs 7.8.3 and 7.8.4 have been complied
with.
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7.7.3 Notice of Dispute
7.7.3.1 For disputes arising prior to the making of final payment promptly after the occurrence of
any incident, action, or failure to act upon which a claim is based, the party seeking relief
shall serve the other party with a written Notice;
7.7.3.2 For disputes arising within one year after the making of final payment, CITY OF
FAYETTEVILLE shall give SOLID RESOURCES, INC. written Notice at the address
listed in Paragraph 7.14 within thirty (30) days after occurrence of any incident, accident,
or first observance of defect or damage. In both instances, the Notice shall specify the
nature and amount of relief sought, the reason relief should be granted, and the
appropriate portions of this Agreement that authorize the relief requested.
7.7.4 Negotiation: Within seven days of receipt of the Notice, the Project Managers for CITY OF
FAYETTEVILLE and SOLID RESOURCES, INC. shall confer in an effort to resolve the
dispute. If the dispute cannot be resolved at that level, then, upon written request of either
side, the matter shall be referred to the President of SOLID RESOURCES, INC. and the
Mayor of CITY OF FAYETTEVILLE or his designee. These officers shall meet at the
Project Site or such other location as is agreed upon within 30 days of the written request to
resolve the dispute.
7.8 CITY OF FAYETTEVILLE represents that it has sufficient funds or the means of obtaining
funds to remit payment to SOLID RESOURCES, INC. for services rendered by SOLID
RESOURCES, INC.
7.9 Publications
Recognizing the importance of professional development on the part of SOLID RESOURCES,
INC.'s employees and the importance of SOLID RESOURCES, INC.'s public relations, SOLID
RESOURCES, INC. may prepare publications, such as technical papers, articles for periodicals,
and press releases, pertaining to SOLID RESOURCES, INC.'s services for the Project. Such
publications will be provided to CITY OF FAYETTEVILLE in draft form for CITY OF
FAYETTEVILLE's advance review. CITY OF FAYETTEVILLE shall review such drafts
promptly and provide CITY OF FAYETFEVILLE's comments to SOLID RESOURCES, INC.
CITY OF FAYETTEVILLE may require deletion of proprietary data or confidential information
•
from such publications, but otherwise CITY OF FAYETTEVILLE will not unreasonably
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withhold approval. The cost of SOLID RESOURCES, INC.'s activities pertaining to any such
publication shall be for SOLID RESOURCES, INC.'s account.
7.10 Indemnification
7.10.1 CITY OF FAYETTEVILLE agrees that it will require all construction SOLID RESOURCES,
INC.s to indemnify, defend, and hold harmless CITY OF FAYETTEVILLE and SOLID
RESOURCES, INC. from and against any and all loss where loss is caused or incurred or
alleged to be caused or incurred in whole or in part as a result of the negligence or other
actionable fault of the SOLID RESOURCES, 1NC.s, or their employees, agents, SubSOLID
RESOURCES, INC.s, and Suppliers.
7.11 Notices
Any Notice required under this Agreement will be in writing, addressed to the appropriate party
at the following addresses:
CITY OF FAYE1TEVILLE's address:
113 West Mountain Street
Fayetteville, Arkansas 72701
SOLID RESOURCES, 1NC.'s address:
2201 Cantu Court, Suite 119
Sarasota, FL 34232-6254
7.12 Successor and Assigns
CITY OF FAYETTEVILLE and SOLID RESOURCES, INC. each binds himself and his
successors, executors, administrators, and assigns to the other party of this Agreement and to the
successors, executors, administrators, and assigns of such other party, in respect to all covenants
of this Agreement; except as above, neither CITY OF FAYETTEVILLE nor SOLID
RESOURCES, INC. shall assign, sublet, or transfer his interest in the Agreement without the
written consent of the other.
7.13 Controlling Law
This Agreement shall be subject to, interpreted and enforced according to the laws of the State of
Arkansas without regard to any conflicts of law provisions.
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7.14 Entire Agreement
This Agreement represents the entire Agreement between SOLID RESOURCES, INC. and CITY
OF FAYETTEVILLE relative to the Scope of Services herein. Since terms contained in purchase
orders do not generally apply to professional services, in the event CITY OF FAYETTEVILLE
issues to SOLID RESOURCES, INC. a purchase order, no preprinted terms thereon shall become
a part of this Agreement. Said purchase order document, whether or not signed by SOLID
RESOURCES, INC., shall be considered as a document for CITY OF FAYETTEVILLE's
internal management of its operations.
7.15 Request for Proposal
The Request for Proposal for Storm Debris Monitoring Services is attached as Appendix B.
SECTION 8- SPECIAL CONDITIONS
8.1 Additional Responsibilities of SOLID RESOURCES, INC.
8.1.1 CITY OF FAYETTEVILLE's, review, approval, or acceptance of reports and other services
furnished hereunder shall not in any way relieve SOLID RESOURCES, INC. of
responsibility for the technical adequacy of the work. Neither CITY OF FAYETTEVILLE's
review, approval or acceptance of, nor payment for any of the services shall be construed as a
waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement.
8.1.2 SOLID RESOURCES, INC. shall be and shall remain liable, in accordance with applicable
law, for all damages to CITY OF FAYETTEVILLE caused by SOLID RESOURCES, 1NC.'s
negligent performance of any of the services furnished under this Agreement except for
errors, omissions or other deficiencies to the extent attributable to CITY OF
FAYETTEVILLE or CITY OF FAYETTEVILLE-furnished data.
8.1.3 SOLID RESOURCES, INC.'s obligations under this clause are in addition to SOLID
RESOURCES, 1NC.'s other express or implied assurances under this Agreement or State law
and in no way diminish any other rights that CITY OF FAYETTEVILLE may have against
SOLID RESOURCES, INC. for faulty materials, equipment, or work.
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8.2 Remedies
Except as may be otherwise provided in this Agreement, all claims, counter -claims, disputes and
other matters in question between CITY OF FAYETTEVILLE and SOLID RESOURCES, INC.
arising out of or relating to this Agreement or the breach thereof will be decided in a court of
competent jurisdiction within Arkansas.
8.3 Audit: Access to Records
8.3.1 SOLID RESOURCES, INC. shall maintain books, records, documents and other evidence
directly pertinent to performance on work under this Agreement in accordance with generally
accepted accounting principles and practices consistently applied in effect on the date of
execution of this Agreement. SOLID RESOURCES, INC. shall also maintain the financial
information and data used by SOLID RESOURCES, INC. in the preparation of support of the
cost submission required for any negotiated agreement or change order and send to CITY OF
FAYETTEVILLE a copy of the cost summary submitted. CITY OF FAYETTEVILLE, the
State or any of their authorized representatives shall have access to all such books, records,
documents and other evidence for the purpose of inspection, audit and copying during normal
business hours. SOLID RESOURCES, INC. will provide proper facilities for such access
and inspection.
8.3.2 Records under Paragraph 8.3.1 above, shall be maintained and made available during
performance on assisted work under this Agreement and until five years from the date of final
payment for the project. In addition, those records which relate to any controversy arising out
of such performance, or to costs or items to which an audit exception has been taken, shall be
maintained and made available until five years after the date of resolution of such appeal,
litigation, claim or exception.
8.3.3 This right of access clause (with respect to financial records) applies to:
8.3.3.1 Negotiated prime agreements:
8.3.3.2 Negotiated change orders or agreement amendments in excess of $10,000 affecting the
price of any formally advertised, competitively awarded, fixed price agreement:
8.3.3.3 Agreements or purchase orders under any agreement other than a formally advertised,
competitively awarded, fixed price agreement. However, this right of access does not
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apply to a prime agreement, lower tier subagreement or purchase order awarded after
effective price competition, except:
8.3.3.3.1 With respect to record pertaining directly to subagreement performance, excluding
any financial records of SOLID RESOURCES, INC.;
8.3.3.3.2 If there is any indication that fraud, gross abuse or corrupt practices may be involved;
8.3.3.3.3 If the subagreement is terminated for default or for convenience.
8.4 Covenant Against Contingent Fees
SOLID RESOURCES, INC. warrants that no person or selling agency has been employed or
retained to solicit or secure this Agreement upon an agreement of understanding for a
commission, percentage, brokerage or continent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by SOLID RESOURCES, INC. for the
purpose of securing business. For breach or violation of this warranty, CITY OF
FAYETTEVILLE shall have the right to annul this Agreement without liability or at its
discretion, to deduct from the contract price or consideration, or otherwise recover, the full
amount of such commission, percentage, brokerage, or contingent fee.
8.5 Gratuities
8.5.1 If CITY OF FAYETTEVILLE finds after a notice and hearing that SOLID RESOURCES,
INC. or any of SOLID RESOURCES, INC.'s agents or representatives, offered or gave
gratuities (in the form of entertainment, gifts or otherwise) to any official, employee or agent
of CITY OF FAYETTEVILLE, in an attempt to secure an agreement or favorable treatment
in awarding, amending or making any determinations related to the performance of this
Agreement, CITY OF FAYETTEVILLE may, by written notice to SOLID RESOURCES,
INC. terminate this Agreement. CITY OF FAYETTEVILLE may also pursue other rights and
remedies that the law or this Agreement provides. However, the existence of the facts on
which CITY OF FAYETTEVILLE bases such finding shall be in issue and may be reviewed
in proceedings under the Remedies clause of this Agreement.
8.5.2 In the event this Agreement is terminated as provided in Paragraph 8.5.1, CITY OF
FAYETTEVILLE may pursue the same remedies against SOLID RESOURCES, INC. as it
could pursue in the event of a breach of the Agreement by SOLID RESOURCES, INC. As a
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2/18/2009
penalty, in addition to any other damages to which it may be entitled by law, CITY OF
FAYETTEVILLE may pursue exemplary damages in an amount (as determined by CITY OF
FAYETTEVILLE) which shall be not less than three nor more than ten times the costs
SOLID RESOURCES, INC. incurs in providing any such gratuities to any such officer or
employee.
8.6 Arkansas Freedom of Information Act
City contracts and documents, including internal documents and documents of subSOLID
RESOURCES, INC.s and sub -consultants, prepared while performing City contractual work are
subject to the Arkansas Freedom of Information Act (FOIA). If a Freedom of Information Act
request is presented to the CITY OF FAYETTEVILLE, SOLID RESOURCES, INC, will do
everything possible to provide the documents in a prompt and timely manner as prescribed in the
Arkansas Freedom of Information Act (A.C.A. §25-19-101 et seq.). Only legally authorized
photocopying costs pursuant to the FOIA may be assessed for this compliance.
StormDebrisMonitoringServicesContractFe609 18
2/18/2009
9F0-4, 'At° -zy,
IN WITNESS WHEREOF, CITY OF FAYETTEVILLE, ARKANSAS by and through its Mayor,
and SOLID.RESOURCES, INC. . , by its Authorized officer have made and
executed -this Agreement as of the day and year first above written.
CITY OF FA TTEVILL ARKANSAS
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Changes, modifications or amendments in scope, price or fees to this Contract shall not be allowed
without formal contract amendment approved by the Mayor and the City Council in advance of the
change in scope, cost, fees, or delivery schedule.
END OF AGREEMENT FOR STORM DEBRIS MONITORING SERVICES
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