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HomeMy WebLinkAbout2008-116X008- l/� JAIL DETENTION DOOR RETROFIT AGREEMENT This Jail Detention Door Retrofit Agreement ("Agreement") is entered into this Z9 -day of May, 2008, by and between Indian River County, a political subdivision of the State of Florida, 1801 27`h Street, Vero Beach, FL 32960 ("Owner" or "County") and Willo Products Company, Inc., an Alabama corporation, having a principal place of business at 2115 Veterans Drive, Decatur, AL 35601-5940 ("Contractor"). BACKGROUND RECITALS A. Owner issued a "Request for Proposals for Indian River County Jail Detention Door Retrofit" work and services [RFP Bid # 2008038), setting forth a response date of March 26, 2008. B. The Contractor was selected by Owner on April 15, 2008 in accordance with the Request for Proposals. C. The Contractor is willing and able to perform the services for Owner as set forth in this Agreement on the terms and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: 1. DESCRIPTION OF SERVICES. The Contractor will perform, as an independent Contractor and not as an employee, the work and services that are as set forth in Exhibit "A" attached hereto and incorporated herein by this reference in its entirety ("Services"). The Contractor shall provide all of the necessary labor, material, and equipment to perform the Services, as more specifically set forth in Exhibit "B" attached hereto and incorporated herein by this reference in its entirety. 2. TIME OF COMPLETION. The Contractor will substantially complete the Services on December 31, 2008, as set forth in the Notice to Proceed. 3. GENERAL. The Contractor hereby certifies that it: has read every clause of the RFP and this Agreement; has made such examination of the location of the Services as is necessary to understand fully the nature of the obligation herein made; and shall complete the Services within the time limit specified herein. The Owner and Contractor agree to maintain records, invoices, and payments for the work. All Services under this Agreement shall be done to the satisfaction of the Owner, who shall in all cases determine the amount, quality, fitness, and acceptability of the Services hereunder, and shall decide all questions which may arise as to fulfillment of the Agreement on the part of the Contractor. The Owner's decision thereon shall be final and conclusive; and such determination and decision, in case any question shall arise, shall be a condition precedent to the right of the Contractor to receive any money hereunder. 4. INSURANCE: PERFORMANCE AND PAYMENT BONDS. he Contractor shall not commence to perform the Services under this Agreement until it has obtained all the insurance required under this Agreement, set forth in Exhibit "C" attached hereto and incorporated herein by this reference in its entirety, and such certificates of insurance have been approved by the County's Risk Manager. The Contractor shall furnish a Performance Bond in an amount of 100% of the Contract Price as security for the full and complete performance of this Agreement and a Payment Bond in the amount of 100% of the Contract Price as security for the payment of all persons performing labor, furnishing materials, or furnishing equipment in connection with this Agreement. The Performance Bond shall remain in effect for one (1) year after final payment under this Agreement. The Surety shall be authorized to issue surety bonds in Florida and be included in the most recent United States Department of Treasury List of Acceptable Sureties. Contractor shall require the attorney-in-fact, who executed the Payment Bond and the Performance Bond, to affix to each a current certified copy of their Power of Attorney, reflecting such person's authority as Power of Attorney in the State of Florida. Further, at the time of execution of the Agreement, the Contractor shall provide a copy of the Surety's current valid Certificate of Authority issued by the United States Department of the Treasury under 31 United States Code sections 9304-9308. Each of the Payment Bond and Performance Bond shall be submitted in the forms specified by the Owner. The Contractor shall provide two separate bonds. 5. INDEMNIFICATION. In consideration of the sum of Fifteen and 00/100 Dollars ($15.00), the receipt and sufficiency of which is acknowledged by Contractor to be included and paid for in the Contract Price, the Contractor shall indemnify and hold harmless the Owner and its agents and employees from and against all liabilities, claims, damages, losses, and expenses, including attorney's fees, arising out of or resulting from the performance of the Services, provided that any such liability, claim, damage, loss, or expense: a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the work itself), including the loss of use resulting therefrom; and b) is caused in whole or in part by any negligent act or omission of the Contractor, and subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. In any and all claims against the Owner or any of its agents or employees, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation hereunder shall not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under Workers' Compensation Acts, disability benefit acts, or other employee benefit acts. 6. CONTRACT PRICE. For the Services performed hereunder, the Owner shall pay to the Contractor the mutually agreed upon sum of $253,829.00 (Two Hundred and Fifty - Three Thousand, Eight Hundred Twenty Nine dollars) Proper Invoices, phased as set forth herein, shall be submitted to the Indian River County Finance Department in detail sufficient for proper prepayment and post payment audit. All payments for services shall be made to the Contractor by the Owner in accordance with the Local Government Prompt Payment Act (2007), Florida Statutes Section 218.70 et seq. 7. PROGRESS PAYMENTS. The Owner shall make monthly progress payments to the CONTRACTOR on the basis of the approved partial payment requests in accordance with the provisions of the Local Government Prompt Payment Act, Florida Statutes section 218.70 et. seq. Each request for a progress payment shall be submitted on the application for payment form supplied by Owner and the application for payment shall 7 contain the Contractor's certification. All progress payments will be on the basis of progress of the work measured by the schedule of values established, or in the case of unit price work, based on the number of units completed. In addition, the Owner shall pay Contractor for any materials pre -fabricated and stored onsite, provided that Contractor provides sufficient documentation of the quantity and identity of such items on the related application for payment, and further provided that title to such materials is certified by the Contractor to pass to the Owner free and clear of any liens at the time of payment. Contractor acknowledges and agrees that the final payment shall be equal to at least 10%of the project cost. 8. ACCEPTANCE AND FINAL PAYMENT. The final pay request shall be accompanied by a Certificate of Acceptance issued by the Owner, stating that the work has been completed to its satisfaction and in compliance with the Agreement. The Certificate of Acceptance shall not be issued until the final inspection has occurred. Thereafter, and in accordance with the Florida Prompt Payment Act, the Owner shall pay the remaining 10%of the project cost to the Contractor after final approval by the Indian River County Board of County Commissioners. 9. ACCEPTANCE OF FINAL PAYMENT AS RELEASE. The acceptance by the Contractor of final payment shall be and shall operate as a release to the Owner from all claims and all liability to the Contractor other than claims in stated amounts as may be specifically excepted by the Contractor for all things done or furnished in connection with the work under this Contract and for every act and neglect of the Owner and others relating to or arising out of the work. Any payment, however, final or otherwise, shall not release the Contractor or its sureties from any obligations under the Payment and Performance Bonds. 10. INDEPENDENT CONTRACTOR. It is specifically acknowledged and agreed by the parties hereto that the Contractor is and shall be, in the performance of all Services and activities under this Agreement, an independent contractor, and not an employee, agent, or servant of the County. All persons engaged in any of the Services performed pursuant to this Agreement shall at all times, and in all places, be subject to the Contractor's sole direction, supervision, and control, The Contractor shall exercise control over the means and manner in which Contractor and its employees perform the Services, and in all respects the Contractor's relationship and the relationship of its employees to the County shall be that of an independent contractor performing solely under the terms of the Agreement and not as employees, agents, or servants of the County. 11. NO ASSIGNMENT. It is agreed that the Contractor shall not assign, transfer, convey, or otherwise dispose of the contract or its right, title, or interest in or to the same or any part thereof, or allow legal action to be brought in its name for the benefit of others, without previous consent of the Owner and concurred to by the sureties. Any attempted assignment shall be void and may, at the option of the Owner be deemed an event of default hereunder. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the Owner who may be a party hereto. 12. BINDING AGREEMENT. Owner And Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, 3 successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained herein. 13. LICENSES. The Contractor shall be properly licensed to practice its trade or trades which are involved in the completion of this Agreement and the Services hereunder. 14. MERGER: MODIFICATION. This Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning the subject matter hereof that are not contained in this document. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by the Contractor and the Owner. 15. GOVERNING LAW: VENUE. This Agreement, including all attachments hereto, shall be construed according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be it Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any provisions of this Agreement, each party shall bear its own costs. 16. AVAILABILITY OF FUNDS. The obligations of the County under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County. The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. 17. PUBLIC RECORDS, The Contractor shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law) in connection with this Agreement. 18. NOTICES. Any notice, request, demand, consent, approval, or other communication required or permitted by this Agreement shall be given or made in writing and shall be served, as elected by the party giving such notice, by any of the following methods: (a) Hand delivery to the other party; (b) Delivery by commercial overnight courier service; or (c) Mailed by registered or certified mail (postage prepaid), return receipt requested at the addresses of the parties shown below: Owner: Indian River County Attn: Lynn Williams, Project Manager 4305A 43rd Avenue, Vero Beach, FL 32967 Phone: (772) 226-3491; Facsimile: (772)770-5095 Contractor: Willo Products Company, Inc. Attn: Jackson H. Ozier, Executive Vice -President 2115 Veterans Drive Decatur, AL 35601-5940 Phone: 256-353-7161, Facsimile: 256-350-8436 0 Notices shall be effective when received at the address as specified above. Facsimile transmission is acceptable notice effective when received, provided, however, that facsimile transmissions received (i.e., printed) after 5:00 p.m. or on weekends or holidays, will be deemed received on the next day that is not a weekend day or a holiday. The original of the notice must additionally be mailed. Either party may change its address, for the purposes of this section, by written notice to the other party given in accordance with the provisions of this section. 19. SURVIVAL. Except as otherwise expressly provided herein, each obligation in this Agreement to be performed by Contractor shall survive the termination or expiration of this Agreement. 20. CONSTRUCTION. The headings of the sections of this Agreement are for the purpose of convenience only, and shall not be deemed to expand, limit, or modify the provisions contained in such Sections. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party or parties may require. 21. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy and all of which shall constitute but one and the same instrument. 22. GENERAL. The Background Recitals are true and correct and forma material�part:of this Agreement. IN WITNESS WHEREOF, the County and the Contractor have caused tfris= Agreement to be executed in their respective names as of the da#efrst set forth above: (Contractor) (Owner) Willo Products C pa , Inc. Indian r County, FI1arida.._...• '. By Sdhdra . Bowden, BCC Chairman P ' d name and title: 14 e,1Z selb Attest: J. K. Ban, Clerk By i Deputy Clerk as do Form and Legal Sufficiency County Attorney 5 EXHIBIT A SCOPE OF WORK Replacement operators are to be installed/retrofitted using the existing enclosures. It is the responsibility of the contractor to ensure that the operators provided will fit and operate as intended by the manufacturer, within the existing enclosures. Any modifications to the enclosure are the responsibility of the Contractor. Contractors should keep in mind that this is an operating Correctional facility and interruptions to service must be kept to an absolute minimum. It is anticipated that one cell block/day room would be accessible at a time. Entrance and corridors should be retrofitted after normal operating hours. Permits may be required and are the responsibility of the contractor. Local jurisdiction (s) for clarification of permitting requirements is Indian River County Building Division (772-226-1260). Proposals shall include the total cost of labor, material, equipment, fees, and permits to complete the Detention Door operator retrofitfinstallation portion of the work in one lump sum. Proposals should list the number of operators included, in order to confirm the completeness of the proposal. Proposals must include any electrical or control modifications to integrate the operators to the existing control system, for complete and total operational control of the doors. Several existing door groups are equipped with "gang release" option. Please note in your proposal if this is included in your scope of work and if not how is emergency release accomplished. All demolition, modification, welding, reinstallation, drilling and cutting which may be required are the responsibility of the contractor and should be included in the proposal. Protection of surrounding surfaces must be provided and the contractor must correct any damage that occurs as a result of the installation. Disposal of debris and trash from the work shall be off site and is the responsibility of the contractor. All materials and workmanship shall be warranted for a period of one year from the completion of the project. Extra stock (of the major components) should be included equal to 2% of the installed operators. Coordination All work will be coordinated through the Facilities Management Division. This will include after hours access (night and weekends) and access to existing Electrical and Mechanical rooms and panels. Employees of the Contractor and Subcontractor will be subject to background checks prior to issuance of an identification badge for access to the facility. Arrangements for the required identification are to be made through the Jail Administrators office. Any costs associated with compliance of this requirement are to be borne by the contractor Contractor will be responsible for the control of tools, equipment and materials while inside the correctional facility. An inventory system may be required to insure control. Care must be taken to insure that inmates do not access these items. Proposals shall include manufacturer's technical/specification sheets for each type operator to be installed. 1 EXHIBIT B -PROPOSAL March 24, 2008 Indian River County Purchasing Division 1800 27" Street Vero Beach, FL 32960 SINCE 1945 Uff ilio Products Tf Company Inc. Detention Equipment, Systems & Controls Fax: 772-770-5140 Tel: 772-567-8000 Ext. 1416 Proposal to Provide Detention Door Operator Retro -fit RFP Number 2008038 This proposal is to provide a "Willo Products E-2" security Locking Device upgrade kit for (85) Willo E-2 Locking Devices and the modification of (6) Manual Release Cabinets. Willo will also provide all components required to replace (3) Southern Steel Rack and Pinion devices with Willo E-2 components. The latest version of the Willo E-2 locking device has been in use for over ten years. The changes in the device have proven to provide a higher level of security and reliability after substantial wear has occurred. These changes have also made the device much easier for the typical maintenance staff to work on. These devices are currently in operation at multiple County as well as State facilities in the State of Florida as well as around the country. Willo is currently providing an upgrade very similar to this project to about 1114 door in a Maximum Security facility in the state of Mississippi. We have also provided this type of upgrade to some county facilities in your state. Some of the added benefits incorporated in the new design include a new back plate assembly that now separates the locking bar from the roller bolt and adds an additional locking point at the rear of the Back plate assembly. This means that any tampering with the Lock bar by the prisoner will not in any way breach the security of the locking device. The Motor -run limit switches have also been relocated to the area directly behind the lock bar motor and are now actuated off of a newly designed cam that is mounted to the lock bar motor. The upgrade will consist of taking the door loose from the wheel bar unit and removing the entire mechanism from inside the steel housing including the wheel bar, the track, the back plate which contains the drop bar motor and PC board with relays and capacitors, the drive motor, the drop -bar hanger, and the end -of -travel limit switches and brackets. We will then clean the inside of the housing and install all new components. We will also modify the Transom'housing to incorporate an individual key release at each of the cell doors. The new release will allow the facility to manually unlock the cell doors with a paracentric key or a Key release tool. The new equipment will include a new Back Plate assembly complete with a new Drop Bar Motor, Wiring Harness, Drop Bar Hanger Assembly, Drive Motor Assembly, Pre -stretched Chain, End of Travel Limit Switch Brackets as well as all new Limit Switches. WILLO PRODUCTS COMPANY, INC. Page 2A The upgrade to the cell doors will also include the removal of the front Main Bar which locks the covers on and provides you with remote gang release. We will accomplish remote gang release by adding a new short main bar with new steel roller Main Bar Guides coming directly out of the Release Cabinet and attaching this to the new release rod using a push-pull cable. The new release rod will be located in the upper back of the transom. The transom covers will be drilled and tapped for new security screws to provide for the locking of the covers. We will also provide Spare parts for 2% of the operators installed. After we complete the installation we will touch-up the finish paint in the areas where we damaged it with a paint that will match the existing paint. We will need for you to provide us with the paint specification and color that is required. have estimated. In order to accomplish this work for the quoted price we will need to have the inmates removed from one full cell block at one time. We will complete one cell block and have you inspect it before we begin the next. The cell block that we would need first would be four upper and four lower cells adjacent to the Release Cabinet. After completing it we would move to the adjacent cell block that is released from the same Release Cabinet and upgrade it. We would need the inmates relocated the day we finish one cell block so we could start on the next cell block the next day. Once the cell blocks are completed we would need access to at least three corridor/individual doors at a time to work on. This would allow us to meet the efficiencies that I have estimated. The price to upgrade (85) Willo E-2 doors (6) Release Cabinets and (3) Southern Steel doors as described above is 5253 8x_VXQ (Two hundred fifty-three thousand eight hundred twenty-nine dollars). We Do Not Include the following items: 2. Liquidated dama- ges 3. Any item not specifically listed in this scope letter. 4. Any State and Local taxes applicable to this project. Terms and Conditions: 1 A current tax-exempt certificate must be furnished to our Accounting Department if the project is to be tax exempt. Thank you for considering our quotation Sincerely, WILLO PRODUCTS COMPANY, INC. Jerry Wayne Riggs Renovation Sales Manager WILLO PRODUCTS COMPANY, INC. Page 2B EXHIBIT C INSURANCE REQUIREMENTS Prior to the time contractor is entitled to commence any part of the project, work, or services under this contract, contractor shall procure, pay for, and maintain at least the following insurance coverage's and limits. Said insurance shall be evidenced by delivery to the Owner of 1) certificates of insurance executed by the insurers listing coverage's and limits, expiration dates and terms of policies and all endorsements whether or not required by the Owner, and listing all carriers issuing said policies; and 2) upon request, a certified copy of each policy, including all endorsements. The insurance requirements shall remain in effect throughout the term of this contract. 1. Workers' Compensation in at least the limits as required by law; Employers' Liability Insurance of not less than $100,000.00 for each accident. 2. Commercial General Liability Insurance including, but not limited to, Independent Contractor, Contractual, Premises/Operations, Products/Completed Operation and Personal Injury covering the liability assumed under indemnification provisions of this contract, with limits of liability for personal injury and/or bodily injury, including death, of not less than $2,000,000.00, each occurrence; and property damage of not less than $1,000,000.00, each occurrence. (Combined single limits of not less than $2,000,000.00, each occurrence, will be acceptable unless otherwise stated). Coverage shall be on an "occurrence" basis, and the policy shall include Broad Form Property Damage coverage and Fire Legal Liability of not less than $50,000.00 per occurrence, unless otherwise stated by exception herein. 3. Commercial Automobile and Truck liability covering owned, hired, and non - owned vehicles with combined single limits of not less than $2,000,000.00, each occurrence. Coverage shall be on an "occurrence" basis, such insurance to include coverage for loading and unloading hazards. Each insurance policy shall include the following conditions by endorsement to the policy: 1. Each policy shall require that thirty (30) days prior to expiration, cancellation, nonrenewal, or any material change in coverage or limits, a notice thereof shall be given to Owner by certified mail to: Indian River County, Purchasing Division, 1800 270 Street, Vero Beach, FL 32960. Contractor shall also notify Owner, in a like manner, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, nonrenewal, or material change in coverage received by said contractor form its insurer; and nothing contained herein shall absolve contractor of this requirement to provide notice. 2. Companies issuing the insurance policy, or policies, shall have no recourse against Owner for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of contractor. 3. The term "County" or "Indian River County" shall include all Authorities, Boards, Bureaus, Commissions, Divisions, Departments, and Offices of County and individual members, employees thereof in their official capacities, and/or while acting on behalf of Indian River County. 4. Indian River County Board of County Commissioners shall be endorsed to the required policy or policies as an additional insured. 5. The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by Owner to any such future coverage, or to Owner's self-insured retention of whatever nature. Owner hereby waives subrogation rights for loss or damage against the Owner.