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Home My WebLink About2016-029 Agreement THIS AGREEMENT is by and between INDIAN RIVER COUNTY,a Political Subdivision of the State of Florida organized and existing under the Laws of the State of Florida,(hereinafter called OWNER) and Synagro South, LLC (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth,agree as follows: ARTICLE 1-WORK 1 1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: Operations of the Biosolids Dewatering Facility,Sludge Dewatering and Hauling. ARTICLE 2—WORK START The CONTRACTOR shall commence Work on March 1, 2016. ARTICLE 3-GENERAL The CONTRACTOR hereby certifies that he has read every clause of the Contract Documents and that he has made such examination of the location of the proposed work as is necessary to understand fully the nature of the obligation herein made; as specified herein in accordance with the plans and specifications. The OWNER and CONTRACTOR agree to maintain records, invoices, and payments for the work. The CONTRACTOR shall provide a Public Construction Bond for all work in this Agreement. All work 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 several kinds of work and materials which are to be paid for hereunder, and shall decide all questions which may arise as to fulfillment of the Agreement on the part of the CONTRACTOR, and his 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. ARTICLE 4-CONTRACT PRICE The Owner shall pay the CONTRACTOR for all work included and completed in accordance with this Agreement, based on the items of work set forth in the CONTRACTOR'S Bid Form. The CONTRACTOR's price at the time of delivery of goods and services will be the price set forth on the Bid Form. The CONTRACTOR, by January 1 of each year, shall notify Indian River County in writing of any proposed price schedule changes with justification for each change. Indian River County will either accept the proposed changes or decline to accept the price changes within thirty(30) days and ask for negotiation. Page 1 of 5 ARTICLE 5-PAYMENT PROCEDURES Payments:OWNER shall make payments on account at the Contract Price on the basis of CONTRACTOR's Invoices for Payment at intervals not less than once each month during performance of the Work. In accordance with the Florida Prompt Payment Act, after final acceptance by the OWNER, the OWNER shall make payment to the CONTRACTOR in the full amount. PAYMENT and acceptance of such payment by the CONTRACTOR shall release the OWNER from all claims or liabilities to the CONTRACTOR in connection with this Agreement. ARTICLE 6-INDEMNIFICATION CONTRACTOR shall indemnify and hold harmless the OWNER, and its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence,recklessness,or intentional wrongful misconduct of the CONTRACTOR and persons employed or utilized by the CONTRACTOR in the performance of the work under this Agreement. ARTICLE 7—AGREEMENT PERIOD This Agreement shall be binding on the parties for a period of three(3)consecutive years from the date of this Agreement by both parties unless terminated earlier in accordance with its terms. Indian River County may extend the term of this Agreement for up to two(2)additional terms of twelve(12) months each on the same terms and conditions. ARTICLE 8-CONTRACT DOCUMENTS The Contract Documents consist of the following: 1. This Agreement(pages 1 to 5, inclusive); 2. Public Construction Bond (pages_to__. inclusive); 3. Certificate(s)of Liability Insurance 4. Invitation to Bid 2016018 5. Addenda (numbers 1 to 2 , inclusive); 6. CONTRACTOR'S Bid Form (pages 15 to 17 of 28 , inclusive); 7. Bid Bond (pages 1-3 inclusive); 8. Affidavit of Compliance(page 18 of 28 ); 9. Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of Relationships (pages 19 to 20 of 28 ,inclusive); Page 2 of 5 10. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: a) Written Amendments; b) Work Change Directives; c) Change Order(s). ARTICLE 9-MISCELLANEOUS 9.01 Terms A. Terms used in this Agreement will have the meanings indicated in the Invitation to Bid. 9.02 Assignment of Agreement A. No assignment by a party hereto of any rights under or interests in the Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 9.03 Successors and Assigns A. OWNER and CONTRACTOR each binds itself, its partners,successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants,agreements,and obligations contained in the Contract Documents. 9.04 Severability A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 9.05 Venue A. This Agreement shall be governed by 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 in Indian River County,Florida,or,in the event of a federal jurisdiction,in the United States District Court for the Southern District of Florida. Page 3 of 5 9.06 Public Records Compliance A. Indian River County is a public agency subject to Chapter 119,Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically,the Contractor shall: (1) Keep and maintain public records that ordinarily and necessarily would be required by the County in order to perform the service. (2) Provide the public with access to public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed the cost provided in chapter 119 or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (4) Meet all requirements for retaining public records and transfer,at no cost,to the County all public records in possession of the Consultant upon termination of the Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the County in a format that is compatible with the information technology systems of the County. B. Failure of the Consultant to comply with these requirements shall be a material breach of this Agreement. 9.07 Force Majeure A. Any non-performance of the terms or conditions of this Agreement caused by or resulting from an event of Force Majeure (as defined below)shall not constitute a violation or event of default. For the purposes of this Agreement, the term "Force Majeure" shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, explosions, insurrections, riots, epidemics, landslides, lightening, earthquakes, fires, hurricanes, tropical storms, floods, tornadoes, restraints of governments, civil disturbances, enactment of applicable laws prohibiting performance, and other such causes not within the reasonable control of the party claiming the occurrence of an event of Force Majeure. Page 4 of 5 IN WITNESS WHEREOF,OWNER and CONTRACTOR have signed this Agreement in duplicate One counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or on their behalf. This Agreement will be effective on March 1. 20_L6_(the date the Agreement is approved by the Indian River County Board of County Commissioners,which is the Effective Date of the Agreement). OWNER: CONTRACTOR: INDIAN RIVER COUNTY Synagro South, LLC By: — By: Bob Solari,Chairman ST"NJE j6prLuactpr�U ;PosephtBaird, (CORPORATE SEAL) County Administrator ift� e564�4 , Attest APPROVED AS TO FORM AND LEGAL SU CY: By: ••i• '••. Dy an Reingold,County Attorne>foO- ''• • '' '�,+�•� Address for giving notices: `` A. Synagro South, LLC *� ':„t 435 Williams Court, Suite 100 Attn: Legal Jeffrey R.Smith,Clerk of Court ani!Cbmpt Baltimore, MD 21220 ••�9 ' f. OQpQ• License No. Attest: FR 1'1— ?E.'f (Where applicable) ..... Deputy Clerk (SEAL) Agent for service of process: CT Corporation Designated Representative: Name: Richard Meckes Designated Representative: Title:Wastewater Superintendent Name. Michael Wolfe (Synagro South, LLC) Utilities Operations Title: Business Development Manager 435041St Street Address: Vero Beach, FL 32967 435 Williams Court, Suite 100 (772)226-3400 Baltimore, MD 21220 Facsimile: (772)226-3419 Phone: 813-285-0680 cell/443-489-9000 Baltimore Facsimile: 443-489-9042 (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.) Page 5 of 5