HomeMy WebLinkAbout2026-033A2026015 Operations of the Biosolids Dewatering Facility, Sludge Dewatering, and Hauling
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 COUNTY) and
Synagro South, LLC (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of
the mutual covenants hereinafter set forth, agree as follows:
ARTICLE i — WORK AND PROJECT
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
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: Operations of the Biosolids Dewatering Facility, Sludge Dewatering, and Hauling
Bid Number: 2026015
Project Address: Biosolids Dewatering Facility —1350 74th Ave. SW
Gifford WRF — 3550 49th St.
Highlands WRF — 2500 6th Ave. SW
Glendale WRF — 8405 8th St.
ARTICLE 2 — TERM
The term of this agreement will be from March 1, 2026 through February 28, 2027, with four (4)
additional one-year extensions available subject to vendor acceptance, satisfactory performance and staffs
determination that a renewal would be in the best interest of the County.
ARTICLE 3 - CONTRACT PRICE
4.01 COUNTY 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.o1.A and summarized in paragraph 4.o1.B,
below:
A. For all Work, at the prices stated in CONTRACTOR's Bid, attached hereto as Exhibit 1.
B. THE CONTRACT SUM subject to additions and deductions provided in the Contract Documents:
Numerical Amount: $ 1,141,5300.00
Written Amount: One Million, One Hundred, Forty -One Thousand, Five Hundred Dollars and
Zero Cents.
2026015 Operations of the Biosolids Dewatering Facility, Sludge Dewatering, and Hauling
ARTICLE A — PAYMENT PROCEDURES
Owner shall make payments to 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 5 - INDEMNIFICATION
5.01 CONTRACTOR shall indemnify and hold harmless the COUNTY, 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.
ARTICLE 6 - CONTRACTOR'S REPRESENTATIONS
6.o1 In order to induce COUNTY 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.
B. 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 COUNTY and others at the
Site that relates to the Work as indicated in the Contract Documents.
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2026o15 Operations of the Biosolids Dewatering Facility, Sludge Dewatering, and Hauling
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 COUNTY written notice of all conflicts, errors, ambiguities, or discrepancies
that CONTRACTOR has discovered in the Contract Documents, and the written resolution thereof by
COUNTY 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.
J. Contractor is registered with and will use the Department of Homeland Security's E -Verify system
(www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of
this agreement, as required by Section 448.095, F.S. Contractor is also responsible for obtaining an affidavit
from all subcontractors, as required in Section 448.095(5)(b), F.S., stating the subcontractor does not
employ, contract with, or subcontract with an unauthorized alien.
K. Contractor will comply with all the requirements as imposed by the Americans with Disabilities Act
of 1990 ("ADA"), the regulations of the Federal government issued thereunder, and the assurance by the
Contractor pursuant thereto.
L. Contractor does not meet any of the criteria in Section 287.138, Florida Statutes, relating to Foreign
Entity ownership, that would exclude it from eligibility to enter an agreement which may give access to an
individual's personal identifying information.
M. Contractor agrees and understands that the work/services performed under this Agreement are
performed as an independent Contractor. No employee, subcontractor or agent of Contractor shall be
considered an employee of the County and no partnership, joint venture or agency relationship exists
between the parties.
Article 7 - CONTRACTOR'S LIABILITY INSURANCE
A. During the performance of the Services under this Contract, the CONTRACTOR shall procure and
maintain at their own expense and without cost to the COUNTY, the following types of insurance. The policy
limits are considered minimum amounts. The policies shall be written by an insurance company authorized
to do business in Florida:
I. Comprehensive General Liability insurance covering all operations, including legal liability and
completed operations/products liability, with minimum limits of One Million Dollars ($i,000,000.00)
combined single limit per occurrence.
II. Comprehensive Automobile and Water Vehicle Liability Insurance covering owned, non -owned or
rented automotive equipment to be used in the performance of the work with minimum limits of One Million
Dollars ($i,000,000.00) combined single limit per occurrence.
III. Worker's Compensation insurance shall be in the amounts and in the form prescribed by the laws of
Florida.
IV. The aggregate limit of Liability Insurance Limits is five million dollars ($5,000,000). Umbrella
policies are acceptable.
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2026015 Operations of the Biosolids Dewatering Facility, Sludge Dewatering, and Hauling
B. CONTRACTOR shall furnish COUNTY with Certificate(s) of Insurance on all the policies of insurance
and renewals thereof in a form(s) acceptable to the County. Said Liability Policies shall provide that the
County be an additional insured. The County shall be notified in writing of any reduction, cancellation or
substantial change of policy or policies at least thirty (30) days prior to the effective date of said action. All
insurance policies shall be issued by responsible companies who are acceptable to the County and licensed
and authorized under the laws of the State of Florida.
C. All CONTACTOR's sub -contractors shall be required to include COUNTY and CONTRACTOR as
additional insured on their General Liability insurance policies. In the event that sub -contractors used by
the CONTRACTOR do not have insurance, or do not meet the insurance limits, CONTRACTOR shall
indemnify and hold harmless the COUNTY for any claim in excess of the sub -contractor's insurance
coverage.
D. Within twenty-four (24) hours of a Notice to Proceed, but before any Work has started, CONTRACTOR
shall deliver to the COUNTY certificates of insurance for the CONTRACTOR's workforce and
subcontractors.
E. The CONTRACTOR shall not commence work under this Contract until all insurance required as stated
herein has been obtained and such insurance has been approved by the COUNTY.
F. The required insurance coverages shall remain in effect at least until final payment and at all times
thereafter when CONTRACTOR may be correcting, removing or replacing Defective Work.
ARTICLE 8 - CONTRACT DOCUMENTS
8.oi Contents
A. The Contract Documents consist of the following:
(1) This Agreement;
(2) Notice to Proceed;
(3) Public Construction Bond;
(4) Certificate(s) of Liability Insurance;
(5) Invitation to Bid 2026o15;
(6) Addenda;
(7) CONTRACTOR'S Bid Form;
(8) Bid Bond;
(9) Qualifications Questionnaire;
(10) Drug Free Workplace Form;
(11) Sworn Statement Under Section on Disclosure of Relationships;
(12) Certification Regarding Prohibition Against Contracting with Scrutinized Companies;
(13) Certification Regarding Lobbying;
(14) Anti -Human Trafficking Certification;
(15) 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) Change Order(s).
ARTICLE c) - MISCELLANEOUS
n
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2026015 Operations of the Biosolids Dewatering Facility, Sludge Dewatering, and Hauling
9.o1 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 andAssigns
A. COUNTY 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
COUNTY 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.o5 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.o6 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
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2026o15 Operations of the Biosolids Dewatering Facility, Sludge Dewatering, and Hauling
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
uubli crecords (& indianriver.gov
Indian River County Office of the County Attorney
18o127th Street
Vero Beach, FL 3296o
C. Failure of the Contractor to comply with these requirements shall be a material breach of this Agreement.
9.07 Cooperative Purchasing
This agreement is available to eligible agencies for cooperative procurement purposes, however, COUNTY
is not a party to any agreement or dispute between CONTRATOR and an agency utilizing this provision.
9.o8 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.
9.o9 Changes
Any modification to this agreement must
change, modification, amendment, addendum,
necessary, allocable, within the scope of the
scope of work, and otherwise allowable.
Article io - TERMINATION OF CONTRACT
be made in writing. The cost of any contract
change order, or constructive change must be
grant or cooperative agreement, reasonable for the
A. The occurrence of any of the following shall constitute a default by CONTRACTOR and shall provide
the COUNTY with a right to terminate this Contract in accordance with this Article, in addition to pursuing
any other remedies which the COUNTY may have under this Contract or under law:
(1) if in the COUNTY'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 COUNTY's opinion CONTRACTOR's work is being unnecessarily delayed and will
not be finished within the prescribed time;
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2026o15 Operations of the Biosolids Dewatering Facility, Sludge Dewatering, and Hauling
(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. COUNTY 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 (1o) calendar days to cure
the default to the reasonable satisfaction of the COUNTY.
C. If the CONTRACTOR fails to correct or cure within the time provided in the preceding Sub -Article B,
COUNTY 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 COUNTY may authorize
CONTRACTOR to restore any work sites.
D. A vendor or service provider that breaches this agreement during an emergency recovery period (1 -year
period that begins on the date that the governor initially declared a state of emergency for a natural
emergency) is to pay a $5,000 penalty and damages which may be either actual and consequential damages
or liquidated damages. Additionally, the CONTRACTOR shall be liable for:
(1) any new cost incurred by the COUNTY 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;
(3) any court costs and attorney's fees associated with any lawsuit undertaken by COUNTY to enforce
its rights herein.
E. TERMINATION FOR CONVENIENCE: COUNTY may at any time and for any reason terminate
CONTRACTOR's services and work for COUNTY'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:
(i) 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 COUNTY.
Contractor shall not be entitled to any other claim for compensation or damages against the County in
the event of such termination.
F. TERMINATION IN REGARDS TO F.S. 287.135: 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 CONTRACTOR as defined 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. COUNTY 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. COUNTY may terminate this
Contract if CONTRACTOR is found to have submitted a false certification as provided under section
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2026015 Operations of the Biosolids Dewatering Facility, Sludge Dewatering, and Hauling
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.
2026015 Operations of the Biosolids Dewatering Facility, Sludge Dewatering, and Hauling
IN WITNESS WHEREOF, COUNTY and CONTRACTOR have signed this Agreement in duplicate. One
counterpart each has been delivered to COUNTY and CONTRACTOR. All portions of the Contract Documents
have been signed or identified by COUNTY and CONTRACTOR or on their behalf.
This Agreement will be effective on February 24, 2026 (the date the Agreement is approved by the Indian
River County Board of County Commissioners, which is the Effective Date of the Agreement).
...... .
COUNTY: ✓F9s ;
INDIAN RIVER UN
By: �•�
Dieryl.Lgar, Chair/man'-moo; • 1,y(i, ' '�;.�
John A. Titkanich, Jr., County Administrator
CONTRACTOR:
Synagro South, LLC
i
By:
Name: Emil Kneis
Title: Director, Sales Support
(Corporate Seal)
(If CONTRACTOR is a corporation or partnership,
attach evidence of authority to sign)
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
Attest:
By: Name: Rachel irine
J& ifer . Shuler, County Attorney Title: Contracts Specialist
Designated Representative:
Ryan L. Butler, Clerk of Court and Comptroller Name: Curt DeBrunner
r1 Title: Area Sales Manager
Address:435 Williams Court, Suite loo
Attest: Ul/ Ali' Baltimore, MD 21220
Deputy Clerk Phone: 813-495-1060
(SEAL)
Designated Representative:
Richard Meckes — Assistant Director of Utility
Services/Wastewater
180127th Street
Vero Beach, FL 32960
772-226-1810
rmeckes@indianriver.gov
0
Synagro South, LLC
Total Cost $1,141,500.0
Selected # 0
Selected ($)r $ 0
# Locked Items Selected Lowest QuantityR Unit UnitPrice TotalCost
#0-1 FALSE Highlands "$ 0
-$85,500.0-2500000 Gallon
'$ 0.0342
"$ 85,500.0
#0-2 FALSE Glendale 'so
'$307,800.,'9000000 Gallon
'$ 0.0342
'$ 307,800.0
#0-3 FALSE Gifford 'so
'$171,000.,'5000000 Gallon
'$ 0.0342
'$171,000.0
#0-4 FALSE Processinl'$ 0
'$ 577,200.,'2000 Dry Ton
'$ 288.6
'$ 577,200.0