HomeMy WebLinkAbout2019-032BFIRST EXTENSION AND AMENDMENT TO AGREEMENT
FOR OPERATIONS OF THE BIOSOLIDS DEWATERING FACILITY, SLUDGE DEWATERING
AND HAULING
This First Extension and Amendment (First Extension) to that certain Agreement to provide
Operations of the Biosolids Dewatering Facility, Sludge Dewatering and Hauling services is entered
into effective as of March 1, 2019 by and between Indian River County, a political subdivision of the
State of Florida ("County") and Synagro South, LLC ("Contractor").
BACKGROUND RECITALS
WHEREAS, the County and the Contractor entered into an Agreement for Operations of the
Biosolids Dewatering Facility, Sludge Dewatering and Hauling Services effective March 1, 2016; and
WHEREAS, Paragraph 7 of the Agreement contains the term and renewal provisions; and
WHEREAS, the first term commenced effective as of March 1, 2016 and will end on February 28,
2019; and
WHEREAS, Paragraph 4 of the Agreement authorizes Contractor to request modification to pricing
annually; and
WHEREAS, pursuant to the Agreement, the parties desire to extend the Agreement for an additional
one year period and add certain provisions to the Agreement; and
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the County and the Contractor agree as
follows:
1. The background recitals are true and correct and form a material part of this First Extension.
2. The first renewal term shall commence effective March 1, 2019 and shall end on February 29, 2020;
one additional renewal term is available beyond this first renewal.
3. Contractor has requested and County has agreed to a 1.5% increase in pricing from $0.0275 to
$0.0279 per gallon for hauling and from $205.00 to $208.00 per ton for dewatering, beginning on the
effective date of this extension and amendment.
4. Paragraph 9.06 of the Agreement is replaced in its entirety as follows:
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 required by the County to perform the service.
(2) Upon request from the County's Custodian of Public Records, provide the County with a copy of
the requested records or allow the records to be inspected or copied within a reasonable time 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 for the duration of the contract
term and following completion of the contract if the contractor does not transfer the records to the
County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the Contractor or keep and maintain public records required by the County to perform
the service. If the Contractor transfers all public records to the County upon completion of the contract,
the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the contractor keeps and maintains public records upon
completion of the contract, the Contractor shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the County, upon request from the
Custodian of Public Records, in a format that is compatible with the information technology systems of
the County.
B. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords aaircgov.com
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960
C. Failure of the Contractor to comply with these requirements shall be a material breach of this
Agreement.
4. The following terms are added to the Agreement:
A. Contractor certifies that it and those related entities of Contractor as defined by Florida law are not
on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida
Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for goods or
services of one million dollars or more, Contractor certifies that it and those related entities of
respondent as defined above by Florida law are not on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,
created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business
operations in Cuba or Syria.
B. Owner may terminate this Contract if Contractor is found to have submitted a false certification as
provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135,
Florida Statutes.
C. Owner may terminate this Contract if Contractor, including all wholly owned subsidiaries, majority-
owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have
been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel
as set forth in section 215.4725, Florida Statutes.
5. All other terms and provisions of the Agreement shall be unchanged and remain in full force and
effect.
IN WITNESS WHEREOF, the parties have caused this First Extension to be executed effective
the day and year first set forth above.
OWNER:
INDIAN RIVER COUNTY
By:
By:
Jason B,.wn, County Administrator
CONTRACTOR:
B
,1Q91-1A-AA_____
oQ (Contractor)
COUV' .
Attest
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY:
By:
an Reingold, County Attorney
Jeffrey R. Smith, Clerk of Court and Comptroller
Attest:
Deputy Clerk
(SEAL)
Designated Representative:
Name: Richard Meckes
Title: Wastewater Superintendent
Utilities Operations
4350 41st Street
Vero Beach, FL 32967
(772) 226-3400
Facsimile: (772) 226-3419
(CORPORATE SEAL)
A L 2 s for givin i o ices:vAA I D 0
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License No.
(Where applicable)
Agent for service of process:
Designated Repre entati e:
Name: C 1 i c
Title: A,,
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Phone: +-W) OI170(0
Facsimile: SAlltE
(If CONTRACTOR is a corporation or a
partnership, attach evidence of authority to
sign.)
UNANIMOUS WRITTEN CONSENT
OF THE MEMBER OF
SYNAGRO SOUTH, LLC
The undersigned, being the Member of Synagro South, LLC, a Delaware Limited Liability
- Company (the "Company") for the purpose of taking action without meeting and waiving all notice
requirements with respect thereto, hereby consents to, adopt and approve the following resolutions:
Resignation of Officers
RESOLVED, that the resignation of Michelle Hamann and Daniel Neary as
Assistant Secretaries and Michael Schwartz as Vice President of the Company is
hereby accepted effective October 26, 2018.
Appointment of Officers
RESOLVED, that the following individuals be and hereby is approved, adopted
and ratified as an officer of the Company until his respective successor shall have
been duly appointed and qualified:
Michael Fegan
Matthew Robertson
Elizabeth Grant
EnablingResolutions
Chief Operating Officer
Chief Commercial Officer
Assistant Secretary
FURTHER, RESOLVED, that the officers of the Company be, and they hereby are,
authorized to take, or cause to be taken, any and all actions which they may deem
necessary or desirable in connection with effectuating the above resolution s; and
FURTHER, RESOLVED, that the actions of the officers of the Company previously
taken in connection the above resolutions be, and they hereby are, in all respects
authorized, ratified and confirmed as the acts and deeds of the Company.
FURTHER, RESOLVED, that the officers of the Company be, and hereby are,
authorized to take, or cause to be taken any and all actions which they may deem
necessary or desirable in connection with binding the Company.
IN WITNESS Wi-iEREOF, the undersigned Member has executed this Unanimous Written
Consent effective as of October 20, 2018.
Al Slepian, Secretary