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HomeMy WebLinkAbout2019-192BConcrete Crushing and Site Work Agreement THIS AGREEMENT (Agreement) is by and between Indian River County Solid Waste Disposal (SWDD) District, a dependent special district of Indian River County, Florida, a Political Subdivision of the State of Florida organized and existing under the Laws of the State of Florida, (hereinafter called OWNER or SWDD) and SiteCrafters of Florida. Inc. (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1 - WORK CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: Concrete Crushing and Site Work at the IRC Landfill including Dust Control & Mitigation in accordance with Section 3.N of the bid documents. The following additional specifications are added based on negotiations with the Contractor: The concrete material will be crushed to a nominal 1.5" minus size per the Florida Department of Transportation (FDOT) specifications. b. All concrete material (current and future) will be based upon the belt scales provided by the Contractor. A calibration method agreed by both SWDD and the Contractor will be utilized to verify the accuracy of the belt scales. In general, this will consist of utilizing SWDD scales to periodically confirm the accuracy of the belt scales. After crushing operations are complete, the top of the cell will be left at the resulting grade; seed or sod will not be required by the Contractor. ARTICLE 2 - THE PROJECT The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: Project Name: Concrete Crushing and Site Work at IRC Landfill Bid Number: 2020004 Project Address: 1325 74th Ave SW, Vero Beach, FL 32968, as well as other locations as mutually agreed upon by Owner and Contractor ARTICLE 3 - CONTRACT TIMES The initial term is intended to provide concrete crushing service in order to complete the site work in the Yard Waste Facility. Future terms are intended for on-going concrete crushing services. The initial term of this agreement shall be effective for one (1) year from the date of award. The agreement may be extended for five (5) additional (1) year terms at the same prices and conditions at the time of renewal, by mutual agreement. Indian River County Purchasing Manager will notify the Vendor in writing ninety Page 1 of 9 (90) days prior to the expiration of the agreement as to its intent to renew the agreement. The agreement may be terminated by either party with at least a ninety (90) calendar day notice of intent to terminate. ARTICLE 4 - CONTRACT PRICE 4.01 OWNER shall pay CONTRACTOR for completion of the Work an amount in current funds equal to the sum of the amounts determined pursuant to paragraph 4.01.A and summarized in paragraph 4.01.13, below: A. For all Work, at the prices stated in CONTRACTOR's Bid, excerpted below: 1. Crushing of materials already on site (screening, sorting and segregating) $8.67 per ton based on belt scales and Crushing of new materials accepted while Contractor is on site (including spotting services) 2. Site Work for Yard Waste Facility (delivery, put-down and grading. Excludes $7.25/ton seeding or sodding) B. For all Work appropriately completed and invoiced. C. SWDD and Contractor agree that, after the initial crushing and site work is complete, a minimum of 12,500 tons of uncrushed concrete stockpile will be required to remobilize to the IRC Landfill without incurring added mobilization costs. 4.02 Rate Adjustment A. All unit prices shall remain the same through the first year of the agreement. B. Contractor may request an annual rate adjustment. Such request must be submitted in writing to SWDD no later than June 1 of the year in which Contractor would like the rate adjustment to go into effect. Such rate adjustments are subject to approval by the County Administrator or his designee. If approved, the rate adjustment would become effective October 1 of that year. C. If a rate adjustment is requested, the calculation shall be made as specified in Exhibit A and shall not exceed three percent (3%). ARTICLE 5 - PAYMENT PROCEDURES Owner shall make monthly payments as invoiced. Upon a determination of satisfactory completion, the SWDD Project Manager will authorize payment to be made. All payments for services shall be made to the CONTRACTOR by the SWDD in accordance with the Local Government Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida Statutes, et seq.). ARTICLE 6 - INDEMNIFICATION 6.01 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. Page 2 of 9 ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS 7.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations: A. CONTRACTOR has examined and carefully studied the Contract Documents and the other related data identified in the Invitation to Bid documents. CONTRACTOR has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. CONTRACTOR is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. D. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by CONTRACTOR, including applying the specific means, methods, techniques, sequences, and procedures of construction, if any, expressly required by the Contract Documents to be employed by CONTRACTOR, and safety precautions and programs incident thereto. E. CONTRACTOR does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. F. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents. G. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. H. CONTRACTOR has given OWNER written notice of all conflicts, errors, ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by OWNER is acceptable to CONTRACTOR. I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. ARTICLE 8 - CONTRACT DOCUMENTS 8.01 Contents A. The Contract Documents consist of the following: Page 3 of 9 (1) This Agreement; (2) Notice to Proceed; (3) Certificate(s) of Liability Insurance (4) Invitation to Bid 2020004; (5) Addendum 1; (6) CONTRACTOR'S Bid Form; (7) Bid Bond; (8) Drug Free Workplace Form; (9) Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of Relationships; (10)Certification Regarding Prohibition Against Contracting with Scrutinized Companies (11) 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 Contract 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 Page 4 of 9 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. 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 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. Page 5 of 9 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@ircgov.com Indian River County Office of the County Attorney 180127 th Street Vero Beach, FL 32960 C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement. Article 10: TERMINATION OF CONTRACT A. The occurrence of any of the following shall constitute a default by CONTRACTOR and shall provide the OWNER with a right to terminate this Contract in accordance with this Article, in addition to pursuing any other remedies which the OWNER may have under this Contract or under law: (1) if in the OWNER's opinion CONTRACTOR is improperly performing work or violating any provision(s) of the Contract Documents; (2) if CONTRACTOR neglects or refuses to correct defective work or replace defective parts or equipment, as directed by the Engineer pursuant to an inspection; (3) if in the OWNER's opinion CONTRACTOR's work is being unnecessarily delayed and will not be finished within the prescribed time; (4) if CONTRACTOR assigns this Contract or any money accruing thereon or approved thereon; or (5) if CONTRACTOR abandons the work, is adjudged bankrupt, or if he makes a general assignment for the benefit of his creditors, or if a trustee or receiver is appointed for CONTRACTOR or for any of his property. B. OWNER shall, before terminating the Contract for any of the foregoing reasons, notify CONTRACTOR in writing of the grounds for termination and provide CONTRACTOR with ten (10) calendar days to cure the default to the reasonable satisfaction of the OWNER. C. If the CONTRACTOR fails to correct or cure within the time provided in the preceding Sub -Article B, OWNER may terminate this Contract by notifying CONTRACTOR in writing. Upon receiving such notification, CONTRACTOR shall immediately cease all work hereunder and shall forfeit any further right to possess or occupy the site or any materials thereon; provided, however, that the OWNER may authorize CONTRACTOR to restore any work sites. D. The CONTRACTOR shall be liable for: (1) any new cost incurred by the OWNER in soliciting bids or proposals for and letting a new contract; and (2) the difference between the cost of completing the new contract and the cost of completing this Contract; Page 6 of 9 (3) any court costs and attorney's fees associated with any lawsuit undertaken by OWNER to enforce its rights herein. E. TERMINATION FOR CONVENIENCE: OWNER may at any time and for any reason terminate CONTRACTOR's services and work for OWNER's convenience. Upon receipt of notice of such termination CONTRACTOR shall, unless the notice directs otherwise, immediately discontinue the work and immediately cease ordering of any materials, labor, equipment, facilities, or supplies in connection with the performance of this Contract. Upon such termination Contractor shall be entitled to payment only as follows: (1) the actual cost of the work completed in conformity with this Contract and the specifications; plus, (2) such other costs actually incurred by CONTRACTOR as are permitted by the prime contract and approved by the OWNER. Contractor shall not be entitled to any other claim for compensation or damages against the County in the event of such termination. F. TERMINIATION IN REGARDS TO F.S. 287.135: CONTRACTOR certifies that it and those related entities of respondent 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. 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. 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. 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. Page 7 of 9 This Agreement will be effective on December 3 , 20 19 (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: By: By:t Jason E. 1.VU11Ly I'111I I III 11-10 LWI yR'�E� co�tt APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Dylan Reingold, County Attorney Address for giving notices: Jeffrey R. Smith, Clerk of Court and Comptroller Attest: � V) Lw`(iL Deputy Clerk (SEAL) Designated Representative: Name: Himanshu Mehta Title: Managing Director Address: 1325 74th Ave SW Vero Beach, FL 32968 Phone (772) 226-1739 Email hmehta@ircgov.com Page 8 of 9 License No. (Where applicable) Agent for service of process: Designated Representative: Name: Title: Address: Phone: Email: ('0 . (If CONTRACTOR is a corporation or a partnership, attach evidence of authority to sign.) EXHIBIT A — CALCULATION OF RATE ADJUSTMENT One Hundred Percent (100%) of the rate adjustment shall be based on seventy-five percent (75%) of the change in the Consumer Price Index (CPI) between the month of June in the prior year (CP11) and the month of June in the current year (CP12). The CPI shall be the South Urban Region, All Items — All Urban Wage Earners and Clerical Workers, published by the United States Department of Labor, Department of Labor Statistics (Series ID = CWUR0300SA0) If the designated index is discounted or substantially altered, SWDD may select another relevant price index published by the United States Government or by a reputable publisher of financial and economic indices. The total rate adjustment is rounded to the nearest hundredth of a percent and in any given year shall not exceed three percent (3.0%) of the previous rate. FORMULA FOR CALCULATING ANNUAL RATE ADJUSTMENT Annual Adjustment (as a Percentage) AA = (((CP12 - CP11) / CP11) * 0.75)); New Rate = Round ((Current Rate + AA*Current Rate), 2) Where: "CP11" = published CPI average for the month of June of the prior year "CP12" = published CPI average for the month of June of the current year SAMPLE CALCULATION OF ANNUAL RATE ADJUSTMENT INCREASE Assumptions: Current Rate = $10.00 CP11 = 226.618 CP12 = 227.955 Annual Rate Adjustment = ((227.955-226.618)/ 226.618) * 0.75) = 0.44% Annual Rate Adjustment of 0.44% is less than 3.0%, the maximum allowed. New Rate = ROUND ($10.00 * (1 + 0.0044), 2) = $10.04 SAMPLE CALCULATION OF ANNUAL RATE ADJUSTMENT DECREASE Assumptions: Current Rate = $10.00 CP11 = 226.618 CP12 = 225.618 Annual Rate Adjustment = ((225.618-226.618)/ 226.618) * 0.75) = -0.33% New Rate = ROUND ($10.00 * (1 + (-0.0033), 2) = $9.97 Annual Rate Adjustment is subject to the approval of the County Administrator or his designee. Page 9of9