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Item C07 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: April 19.20,2000 Division: Public Works Bulk Item: Yes ---X- No Department: Public Facilities Maintenance AGENDA ITEM WORDING: Approval of contract assignments and formal corporate name change to Synagro Southeast, Inc., and authorization for Mayor to execute same. ITEM BACKGROUND: Effective February 4, 2000, Synagro Technologies, Inc. acquired our Wastewater Management Service contracts which include AKH Water Management, Inc., Ecosystematics Inc., and Davis Water Analysis, Inc., and operate under the new name of Synagro Southeast, Inc. The assignments of these contracts will formally change the contract name, and operate under the new corporation's licenses. All other terms and conditions of the contracts remain the same. PREVIOUS RELEVANT BOCC ACTION: None on this item STAFF RECOMMENDATION: Same as noted above. TOTAL COST: N/A BUDGETED: Yes Account # N/A NO Cost to County: NI A REVENUE PRODUCING: YES NO~ AMOillITPERMONrn YEAR APPROVED BY: OMBlPurchasing _ Risk Management ..:!: ~ te, Sr. Director, Pu~ities Maintenance ~ DMSIONDIRECTORAPPROVAL: .-/'9~ Dent Pierce, Division Director 3ft.~6d DOCUMENTATION: Included ---X- To follow Not rcquired~ AGENDA ITEM # ~ DISPOSITION: CONSENT TO ASSIGNMENT This Consent to Assignment is entered into this day of 2000, by and between Monroe County, a political subdivision of the State of Florida, hereafter County, and Synagro Southeast, Inc., hereafter Assignee, the parties agreeing as follows: 1. The County contracted for operation and maintenance of a sewage treatment plant with Ecosystematics, Inc., hereafter, Assignor, through an agreement dated August 12, 1998, hereafter the original agreement. The original agreement is attached and incorporated into this Consent to Assignment. 2. Bya merger on February 4, 2000, with Synagro Technologies, Inc. which was renamed Synagro Southeast, Inc., the Assignor assigned to Assignee all the Assignor's rights, title and interest in the original agreement. The original agreement, paragraph 3.04 requires the consent of the County before an assignment is effective against the County. The County hereby consents to the assignment described in this paragraph. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of the original agreement including the obligation to pay the County any sums owed the County by the Assignor under the original agreement up to the effective date of this Consent to Assignment, and including the requirement for appropriate state and federal certification and/or licensure. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By By Deputy Clerk Mayor/Chairman (SEAL) Attest: SYNAGRO SOUTHEAST, INC. By By jcsynagro r ( SECTION THREE ~ ~__N_T.. g--~___~__.1' THIS AGREEMENT, made and entered into this 12th day of August, 1998 between Monroe County, Florida, party of the first part (hereinafter sometimes called the "Owner"), and Ecosystematics, Inc., party of the second part (hereinafter sometimes called the "Contractor") . WIT N E SSE S: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 3.01 SCOPE OF THE WORK The Contractor shall furnish all material, labor, and equipment to operate and maintain the Plantation Key Government Complex Sewage Treatment Plant in accordance with the Contract Specifications and his bid dated July 31, 1998, each attached hereto and incorporated as part of this contract document. 3.02 INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the contractor or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 3.03 ASSURANCE AGAINST DISCRIMINATION The Contractor shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 3.04 ASSIGNMENT The Contractor shall not assign this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and Contractor, which approval shall be Subject to such conditions and provisions as the Board and Contractor may deem necessary. This agreement shall be incorporated by reference into any assignment and any assjgne(~ shall comply with all of the SeClIoll '\ Page I ( <.. provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any Obligation upon the Board in addition to the total agreed-upon price of the services/goods of the contrac- tor. 3.05 COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement, the contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. 3.06 INSURANCE The CONTRACTOR will be responsible for all necessary insurance coverage as indicated by an "X" on the attached forms identified as INSCKLST 1-5, as further detailed on forms GLl, VLI, WCI, GIRl, & GIR2, each attached hereto and incorporated as part of this contract agreement. 3.07 HOLD HARMLESS The CONTRACTOR shall defend, indemnify and hold harmless the County as outlined on the attached form identified as TCSl, attached hereto and incorporated as part of this contract agreement. 3.08 TERM OF CONTRACT This contract shall be for a period of one year, commencing on August 15, 1998 and terminating on August 14, 1999. Services shall commence on the effective date of this agreement. 3.09 CANCELLATION A) The County may cancel this contract for cause with seven (7) days notice to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this contract. B) Either of the parties hereto may cancel this agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. Sed 1011' (>;Igc 2 ( r i, , 3.10 RENEWAL The Owner shall have the option to renew this agreement after the first year, and each succeeding year, for four (4) additional one year periods. The contract amount agreed herein may be adjusted annually in accordance with the percentage change in the Consumer Price Index (CPI) for Wage Earners and Clerical Workers in the Miami, Florida area index, and shall be based upon the annual average CPI computation from January 1 through December 31 of the previous year, or by the actual increase in cost and labor, whichever is less. Increases in the contract amount during each option year period shall be extended into the succeeding years. 3.11 FUNDING AVAILABILITY Notwithstanding anything contained elsewhere in this contract, if funds for Facilities Maintenance Contractual Services are partially reduced or cannot be obtained or cannot be continued at level sufficient to allow for the purchase of the services/goods specified herein, this agreement may then be terminated immediately at the option of the Board by written notice of termination delivered in person or by mail to the contractor. The Board shall not be obligated to pay for any services provided by the contractor after the contractor has received written notice of termination. 3.12 PROFESSIONAL RESPONSIBILITY The Contractor warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described, subject to the terms and conditions set forth in the Specification Manual dated December 27, 1994, which is attached hereto and incorporated herein as a part of this contract/agreement. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Continued funding by the Board is contingent upon retention of appropriate local, state, and/or federal certification and/or licensure of contractor. 3.13 NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY Monroe County Public Works Facilities Maintenance Dept. 3583 S. Roosevelt Boulevard Key West, FL 33040 FOR CONTRACTOR Ecosystematics, Inc. 203 Apache Street Tavernier, FL 33070 Sl'Clioll.\ Page:> c 3.l4 PAYMENT The County shall pay to the Contractor for the performance of said service on a per month in arrears basis on or before the 30th day of the following month in each of twelve (12) months. The Contractor shall invoice the County monthly for sewage treatment plant operation and maintenance performed under the Specifications contained herein. The Contract amount shall be as stated in the contractor's proposal as follows: A. Monthly operation and maintenance services - $342.00 per month. B. Repairs (routine, prior approval required) - Normal working hours of 8:00 a.m. to 5:00 p.m. Monday through Friday _ $30.00 per hour. C. Emergency service call - Overtime rate for hours other than the normal working hours as stated in Article 3.14B, including holidays - $30.00 per hour. D. Handling Fee for parts required for operation, maintenance, repairs, and emergency service - Cost + 15%. E. Handling Fee for materials, chemicals, and repairs by subcontractors - Cost + 15%. F. Chlorine tablets - $90.00 per forty (40) pound pail. G. Sludge removal above and beyond the three (3) per year included as regular maintenance - Cost + 13.5% Payment for repairs, emergency service call, handling fee for parts, materials, chemicals, and chlorine tablets shall not exceed $500.00 per month. SCC(IOII" 1';lge .1 (:, ". ( In witness whereof, the parties hereto have executed this agree- ment the day and year first above written, ---..' ~. /' ...., /r' / ! ".. ..'. . Attest:r~ANNY L. KOLHAGE, Clerk ,. .J),~: ;1Jv)J~ - Clerk MONROE, STATE OF ~). ECOSYSTEMATICS, INC. By ;;; Jdf2 Attest: ~~~~ ~6-~~ WITNESS /7c~ t JJ. & ,In.!, (,.., SCCIIOII" Page:'i , kENEWAL AGREEMENT .. . .:',t~~i'~Y~~"l',' ~"i;t;: (Plantation Key Goveent Complex Sewage Trcatmcn~Plant OP.on & Mai'~~6~~)(1~~~\!F ,i;:,{~'/:f:\~": . ' . ,,'.t;i:';i"~l)"i' ,',.: . ~~r.... . " . , .' '. ,,<~'i~~; ':"(f'~'~'~~~ " ~:~p' . ":' THIS Renewal is made and cntered into this 12th day of May, 1999, betweentllc~~G6:~2b~i:''';\Y:' MONROE and ECOSYSTEM~ TI.C~. INC., 111 order to renew the agreement bet\\;ccn' th((~artit;S'~datcdl.:.;~" August 12. 1998. (a copy of winch IS II1corporated hereto by reference): as follows:;; ,; ... ::':'>: :'.':, ' .. I In accordance with Article J. 10 of the original agrccment, the County exercises its option to renew the Agreement for an additional year. The parties further agree to amend the second sentcnce of Article J.IO. and Article 3,14, to rcad as follows "J. 10 REN EW AL - 'nle contracl amount agreed to herein might be adjusted annually in accordance With the percentage change in the 1I10st recent Consumer Price Index for all urban consumers (CPI-U) for the most recent 12 months available" "J. 14 PAYMENT - TIle County shall pay to the Contractor for the performance of said service on a per month in arrears basis on or before the J()lh day of the following month in each of twelve (12) months. The Contractor shall invoice the County lI1onthl~ f()J' sewage treatment plant operation and maintenance performed under the Specifications contained herein. The Contract amount shall be as follows: A. Monthly operation and maintenance services - $J47.8 I per month. B. Repairs (routine, prior approval required) - Normal working hours of X:OO a.m. to 5:00 p.m. Monday through Friday - $30.51 per hour. C. Emergency service call - Overtime rate for hours other than the normal working hours as stated in Article 3.14B, including holidays - $JO.5 I per hour. D. Handling Fee for parts required for operation. maintenance. repairs. and emergency service _ Cost + 15%. E. Handling Fcc for materials, chcmicals. and repairs by subcontractors "_ Cost + 15%. F. Chlorine tablets - $9 1.53 per forty (40) pound pail. G. Sludge removal above and beyond the three (J) per year included as regular maintenance _ Cost + IJ.5%. Payment tor repairs, emergency service call. handling fee for parts. materials, chemicals, and chlorine tablets shall not exceed $508.50 per month" 2. The term of the renewed agreement will eOll1mence on August 15. 1999 and terminate on August 14,2000. 3. In all other respects. the original agreement between the parties dated August 12, 1998, remains in full force and eHeet. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY. FLORIDA . .. ~- Byh~v. '~~'____-=-' ., By\?.~O ~~~~ eput/(t~rk - ECOSYSTEMA TICS, INC. CONSENT TO ASSIGNMENT This Consent to Assignment is entered into this day of 2000, by and between Monroe County, a political subdivision of the State of Florida, hereafter County, and Synagro Southeast, Inc., hereafter Assignee, the parties agreeing as follows: 1. The County contracted for operation and maintenance of a sewage treatment plant with AKH Water Management, Inc., hereafter, Assignor, through an agreement dated August 11, 1999, hereafter the original agreement. The original agreement is attached and incorporated into this Consent to Assignment. 2. Bya merger on February 4,2000, with Synagro Technologies, Inc. which was renamed Synagro Southeast, Inc., the Assignor assigned to Assignee all the Assignor's rights, title and interest in the original agreement. The original agreement, paragraph 3.05 requires the consent of the County before an assignment is effective against the County. The County hereby consents to the assignment described in this paragraph. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of the original agreement including the obligation to pay the County any sums owed the County by the Assignor under the original agreement up to the effective date of this Consent to Assignment, and including the requirement for appropriate state and federal certification and/or licensure. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUN1Y COMMISSIONERS OF MONROE COUN1Y, FLORIDA By By Deputy Clerk Mayor/Chairman (SEAL) Attest: SYNAGRO SOUTHEAST, INC. By By J csynogro -f \' , c: SECTION THREE CON T R ACT _ . ,! 1/'1 ,,'l/v ;, ."/ / THIS AGREEMENT, made and entered into/between Monroe County, Florida, party of the first part (hereinafter sometimes called the "Owner"), and AKH WATER MANAGEMENT, INC., party of the second part (hereinafter sometimes called the "Contractor"). WIT N E S S.-.-..&. S: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 3.0l THE CONTRACT DOCUMENTS A. The Contract Documents consist of this Contract Agreement, Instructions to Bidders, Contract Specifications, Department of Environmental Protection Permit Number D044-24434l, Non-Collusion Affidavit, Ethics Clause, Drug-Free Workplace Form, the Insurance Documents (INSCKLST l-4, GLl, VLl, WCl, GIRl, GIR2).. These form the \ 1 Contract, and all are as fully a part of the Contract as if attached to this Agreement or repeated herein. B. In cases of conflict within the described Contract Documents in Article 3.01A of this Contract Agreement, the order of precedence shall be as follows: 1. Florida Department of Environmental Protection Permit #D044-244341 2. This Contract Agreement 3. Contract Specifications with all/any addenda 4. Instructions to Bidders 5. Insurance Documents 6. Non-Cpllusion Affidavit 7. Ethics Clause 8. Drug-Free Workplace Form 3.02 SCOPE OF THE WORK The Contractor shall furnish all material, labor, and equipment to operate and maintain the Marathon Government Center Sewage Treatment Plant in accordance with the Specification Manual dated April, 1999 and his proposal dated May 24, 1999, each attached hereto and incorporated as part of this contract document. t 3.03 INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No 1-1 - ( ('...::, . . statement contained in this agreement shall be construed so as to find the contractor or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 3.04 ASSURANCE AGAINST DISCRIMINATION The Contractor shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 3.05 ASSIGNMENT AND SUBCONTRACT The Contractor shall not assign or subcontract this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board and Contractor may deem necessary. This paragraph shall be in~orporated by; reference into any assignment or subcontract, and any assignee or subcontractor shall comply with all of tpe provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed-upon price of the services/goods of the contrac- tor. 3.06 COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement, the contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, Such.services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. 3.07 INSURANCE The CONTRACTOR will be responsible for all necessary insurance coverage as indicated by an "X" on the attached forms identified as INSCKLST 1-4, as further detailed on forms GLl, VLl, WCl, GIRl, & GIR2, each attached hereto and incorporated as part of this contract agreement. 1-2 .~ -.--(!.... ~ ,".~ (" . , 3.08 HOLD HARMLESS The CONTRACTOR shall defend, indemnify and hold harmless the County as outlined on the attached form identified as TCS1, attached hereto and incorporated as part of this contract agreement. 3.09 TERM OF CONTRACT This contract shall be for a period of one year, commencing on September 1, 1999 and terminating on August 31, 2000. This Contract Agreement is renewable in accordance with Article 3.11. 3.10 CANCELLATION A) The County may cancel this contract for cause with seven (7) days notice to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this \ , contract. . 1 B) Either of the parties hereto may cancel this agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. 3.11 RENEWAL The Owner shall have the option to renew this agreement after the first year, and each succeeding year, for two additional one year periods. The contract amount agreed to herein might be adjusted annually in accordance with the percentage change in the Consumer Price Index for all urban consumers (CPI-U) for the most recent twelve months available. 3.12 FUNDING AVAILABILITY Notwithstanding anything contained elsewhere in this contract, if funds for Facilities Maintenance Contractual Services are partially reduced or cannot be obtained or cannot be continued at level sufficient to allow for the purchase of the services/goods specified herein, this agreement may then be terminated immediately at the option of the Board by written notice of termination delivered in person or by mail to the contractor. The Board shall not be obligated to pay for any services provided by the contractor after the contractor has received written notice of termination. 1-1 -'-'1'" .' , (- 3.13 PROFESSIONAL RESPONSIBILITY The Contractor warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described, subject to the terms and conditions set forth in the Specification Manual dated Aprilh 1999, which is attached hereto and incorporated herein as a part of this contract/agreement. The Contractor shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Continued funding by the Board is contingent upon retention of appropriate local, state, and/or federal certification and/or licensure of contractor. 3.14 NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY Monroe County Public Works Facilities Maintenance Department 3583 S. Roosevelt Blvd. Key West, FL 33040 FOR CONTRACTOR AKH Water Management, P.O. Box 510205 Key Colony Beach~ FL 33051-0205 . . Inc. The notice will be considered received by a party two (2) days after its receipt by the postal authorities of the U.S. for delivery to either address listed in the article. 3.15 PAYMENT A. The County shall pay to the Contractor for the performance of said service on a per month in arrears basis on or before the 30th da~,Df the following month in each of twelve (12) months. The Contractor shall invoice the County monthly for sewage treatment plant operation and maintenance performed under the Specifications contained herein. The Contract price (as stated in the contractor's proposal) must be invoiced as follows: 1. Monthly operation and maintenance services - $493. OO'per month. 2. Repairs (routine, prior approval required) - Normal working hours of 8:00 a.m. to 5:00 p.m. Monday through Friday - $40.00 per hour. 3. Emergency service call - Overtime rate for hours other than the normal working hours as stated in Article 3.148, including holidays - $40.00 per hour. 1-4 --('~."1' . , ., . (', 4. Handling Fee for parts required for operation, maintenance, repairs, and emergency service - Cost + 10%. 5. Handling Fee for materials, chemicals, and repairs by subcontractors - Cost + 10%. 6. Chlorine tablets - $79.60 per forty (40) pound pail. B. Payment for repairs, emergency service call, handling fee for parts, materials, chemicals, and chlorine tablets shall not exceed $500.00 per month. C. Sludge Removal (over and above the three (3) per year required as regular maintenance. Cost + 20%. 3.16 This Contract is governed by the laws of the State of Florida. Venue for any litigation arising under this contract must be in Monroe County, Florida. In the event of any litigation, the prevailing party is entitled to attorney's fees and costs. In witness whereof, the parties hereto have executed, this agree-. ment the day and year first above written, 1 COUNTY OF MONROE, STATB OF FLORIDA ~~ /~'~;.; ~~~~;~.~'>) ,. I. ...:'.... <..... r;:rr",.~'.>r t'., ( ...- .~., v" ,t,~..:. I '. . /: ; :.:::',~:'\>~>~:,:, ;: ~ \ Attest:, DANNY L. KOLHAGE, \~~ By \ ..... . to t\. . t\ . _ .. ~ \ ~Tl\~ j>...;.~ Mayor/Chairman Clerk t::> .C- . AKH WATER MANAGEMENT, INC. By dU~ar~?t: ~ij~~? / Jt: ~~IT1i~~ '-:1 -.~ /, V\ ~.~-/ ....~f!---=--- WTTNESS 1-5 CONSENT TO ASSIGNMENT This Consent to Assignment is entered into this day of 2000, by and between Monroe County, a political subdivision of the State of Florida, hereafter County, and Synagro Southeast, Inc., hereafter Assignee, the parties agreeing as follows: 1. The County contracted for operation and maintenance of a sewage treatment plant with Davis Water Analysis, Inc., hereafter Assignor, through an agreement dated February 20, 1997, hereafter the original agreement. The original agreement is attached and incorporated into this Consent to Assignment. 2. Bya merger on February 4,2000, with Synagro Technologies, Inc. which was renamed Synagro Southeast, Inc., the Assignor assigned to Assignee all the Assignor's rights, title and interest in the original agreement. The original agreement, paragraph 4(a) requires the consent of the County before an assignment is effective against the County. The County hereby consents to the assignment described in this paragraph. In consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of the original agreement including the obligation to pay the County any sums owed the County by the Assignor under the original agreement up to the effective date of this Consent to Assignment, and including the requirement for appropriate state and federal certification and/or licensure. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By By Deputy Clerk Mayor/Chairman (SEAL) Attest: SYNAGRO SOUTHEAST, INC. By By jcsynagro 3 ,; t( ... ~ ~"-'''''\'''..U...:J.I.'U,':''1.~ J. (O}" This agreement is set forth as of the 20th day of February in the year 1997, between THE OWNER, WHO IS THE BOARD OF COUNTY COMMIS- SIONERS OF MONROE COUNTY FLORIDA AND THE FOLLOWING CONTRACTOR: NAME: DAVIS WATER ANALYSIS, INC. ADDRESS: P.O. Box 2584 Key West, Fl. 33045 PHONE: 305-296-3826 1- for the purpose of performing all of the work required by the Contract Documents for the following Project: OPERATION AND MAINTENANCE OF THE MONROE COUNTY DETENTION CENTER WASTEWATER TREATMENT FACILITY 5501 COLLEGE ROAD KEY WEST, FL. 33040 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, who are hereafter referred to as the OWNER and who assumes all duties and responsi- bilities and has the rights and authority assigned to the OWNER in the Bid Documents in connection with completion of the Work in accordance with the Contract Documents. THE OWNER-AND THE CONTRACTOR AGREE AS SET FORTH AS FOLLOWS: , ~ ARTICLE 1 - TH~ CONTRACT DOCUMENTS a) The Contract Documents consist of this Agreement, Addendum NO.1, the Request for Bids, the Form of Agreement the Sworn Statement on Public Entity Crimes, the Non-Collusion Affida- vit,. the Insurance Documents, the Sworn Statement under Mon- roe County Ordinance # 10-1990, the Drug-Free Work Place Form, FDEP Permit, and the Scope of Work and Specifications. These form the Contract, and all are as fully a part of the Contract as if attached to this Agreement or repeated herein. b) In cases of conf] lct wl thin the described Contt-act Documents 1n Article 1 of this Form of Agreement, the order of prece- dence shall be as follows: 1. This Agreement 2. Bidding Documents with all/any addenda 3. Instructions to Bidders 'l. h'eque.sts fOl- Bids 5. P]orida Department of Environmental Protectlon I'(~rrni t DC44-19B970 (( ((.. :. ,>:<): \" The CONTRACTOR shall perform all the Work required by the Con- tract Documents for the following scope of work and specifica_ tions: The Scope of Work shall include, but not be limited to, the complete - maintenance and operation of the MONROE COUNTY STOCK ISLAND DETENTION CENTER WASTEWATER TREATMENT FACILITY as outlined in the Request for Bids and the FDEP Permit. ARTICLE 3 - ASSURANCE AGAINST DISCRIMINATION ~he CONTRACTOR shall not discriminate against any person on the tasis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its -recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of servi ces or goods under thi s agreemen t . _, _ ARTICLE 4 - ASSIGNMENT a) The CONTRACTOR shall not assign this agreement, except in writing and with the prior written approval of the OWNER and CONTRACTOR, which approval shall be sUbject to such condi- tions and provisions as the OWNER and CONTRACTOR deem neces- sary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the OWNER in addition to the total agreed-upon price of the services/goods of the CONTRAC- TOR. . .. b) CONTRACTOR shall not employ any SUbcontractor, SUPPlier or other person or organization (including those acceptable to OWNER) whether initially or as a substitute, against whom OWNER may have reasonable objection. CONTRACTOR shall not be required to employ any SUbcontractor, Supplier or other per- son or organization to furnish to perform any of the Work against whom CONTRACTOR has reasonable objection. ARTICLE 5 - COMPLIANCE WITH LAW In prOviding all services/goods pursuant to this agreement, the CONTRACTOR shall ab1de by all statutes, ordinances, rules and regulations pertajning to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of Send stntutes, ordinances, rules and requlat10ns shall constitute a material breach of this agreement and shall ent.1 tIe tll(~ OWNF.H to terminate this contract immediately upon delivel-Y of wr1ttPIl 1l(lt1ce of ter'mination to the CONTRACTOR. (C, ~( a) CONTRACTOR shall provide competent, suitably qualified personnel to perform the Work as required by the Contract Documents. CONTRACTOR shall at all times maintain good disci- pline and-order at the site. Except in connection with the safety or protection of persons or the Work or property at the site or adjacent thereto, and except as otherwise indicat- ed in the Contract Documents. b) All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Documents. If required by the OWNER, CONTRACTOR shall furnish satisfacto- ry eVidence (including reports of required tests) as to the kind and quality of materials and equipment. Original invoic- es will be submitted to the OWN~R for reimbursement. All materials and equipment shall be applied, installed, connect- ed, erected, used, cleaned and conditioned in accordance with the instructions of the appticable Supplier except as other- wise provided in the Contract Documents. -. i c) The OWNER is tax exempt and reserves the right to purChase directly various materials and equipment that may be a part of the CONTRACT. If the OWNER elects to make a partiCUlar purchase, the Director of Facilities Maintenance, Public Works Division, will act as a purchasing agent for the OWN- ER. The OWNER Will, via a Purchase Contract, purChase the materials and equipment, and the Contractor shall assist the Director of Facilities Maintenance, Public Works Division in the preparation of these Purchase Contracts. d) Independent Contractor Status and Compliance with the Immigration Reform and Control Act of 1986. , ~ -., At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the OWNER. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of hiS/her employees, contractors, servants, or agents to be employees of the OWNER. The CONTRACTOR acknowledges that it is responsi- ble for complying with the prOVisions of the Immigration Reform and Control Act of 1986, located at 8 U.S.C. Section 1324, et seq., and regulations relating thereto. Failure to comply with the above prOViSions of this contract shall be considered a matel-jal breach and shall be grounds for immedj- ate termination of the contract. e) The OWNER designates the Director of Facilities Maintenance, Public Works Division, to function as Contract Manager, who shall be responsible for enforcing performance of the Con- tract terms and conditions, serve as liason with the contrac- tor, and approve all invoices prior to payment. \( . (r'... '\:~.~. a) CONTRACTOR shall be responsible for initiating, maintain ing and supervising all safety precautions and programs in connection with the Work. CONTRACTOR shall take all neces- sary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 1. 7.1. all employees on the Work and other persons and organizations who may be affected thereby; 7.2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the site; and 7.3. other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, road- ways, structures, utilities and underground facilities not designated for removal, relocation or replacement in the course of construction. b) CONTRACTOR shall comply with all applicable Laws and Regulations of any public body having jurisdiction for the safety of persons or property or to protect the~'ftom damage, injury or loss; and shall erect and maintain all necessary saf~guards for such safety and protection. c) Since the facility's tanks, electrical lines, water and waste lines are installed partially or totally underground, the CONTRACTOR shall notify owners of adjacent property and of underground facilities and utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation and replacement of their property. All damage, injury or loss to any property, direct- ly or_indirectly, in whole or in part, by CONTRACTOR, any subcontractor, supplier or any other person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, shall be remedied by CONTRACTOR (except damage or loss attributable to the acts or omissions of OWNER or anyone employed by OWNER whose acts may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of CONTRACTOR). d) CONTRACTOR shall designate a responsible representative at the site whose duty shall be the prevention of accidents. This person shall be CONTRACTOR.s superintendent unless other- wise designated in writing by CONTRACTOR to OWNER, Ij (( . {( In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto, CONTRACTOR, without special instruction or authorization from OWNER, is obli- gated to act to prevent threatened damage, injury or loss. CON- TRACTOR shall-give OWNER prompt written notice if CONTRACTOR believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. ARTICLE 9 - SUSPENSION OF WORK AND TERMINATION a) \. OWNER may terminate upon the occurrence of anyone or more of the following events: 9.1. if CONTRACTOR commences a voluntary case under any chapter of the Bankruptcy Code (Title 11, United States Code), as now or hereafter in effect, or if CONTRACTOR takes any equivalent or similar action by filihg a peti- tion or otherwise under any other federal or state law in effect at such time relating to the bankruptcy or insolvency; 9.2. if a petition is filed against CONTRACTOR under any chapter of the Bankruptcy Code as now or hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief against CONTRACTOR under any other federal or state law in ef- fect at the time relating to bankruptcy or insolvency; . I' 9.3. if CONTRACTOR makes a general assignment for the benefit of creditors; ,,' 9.4. if a trustee, receiver, custodian, or agent of CONTRACTOR is appointed under applicable law or under contract, whose appointment or authority to take charge of property of CONTRACTOR is for the purpose of enforc- ing a lien against such property or for the purpose of general administration of such property for the benefit of CONTRACTOR's creditors; 9.5. if CONTRACTOR admits in writing an inability to pay its debts generally as the become due; 9.6. if CONTRACTOR persistently fails to perform 1I10 Work in accordance with the Contract Documents (includ- ing, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment); 9.7. if CONTRACTOR disregards Laws or Regulations of any public body having jurisdiction; 9.8. 1 f CONTRACTOR di sr eqiH <.is tile autllOr i ty of OWNfi;F?; 01" 9.9. jf O:JNTRACTOH otlleL"W)liP violates in any subst.alltidl wclY any prnvi sionf, of the Conti-act Document::;. I.~ i L".\ '"OJ' , at ter gl ving CON'I~D';$r,:-':TOR seven days'. wl-i tten I~ot ~'~eX erminate the sel-vices of C0NTRACTOR, exclUde CONTRACTOR from the site and take possession of it and of all CONTRACTOR's tools, appliances, and machinery at the site and use them the same to the full extent they could be used by CONTRACTOR (without liability to the CONTRACTOR for trespass or converSion), along with any Supplies or equipment purchased-by the OWNER for use in providing the services described in this contract -whether on site or not- and to provide the services itself. In such case CONTRACTOR shall not be entitled to receive any further payment until the expiration of the contract term. If the unpaid balance of the Contract Price exceeds the direct, indirect and consequential costs of completing the contract services for the year such excess will be paid to CONTRACTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pay the difference to OWNER. c) Where CONTRACTOR's services have been terminated under para- graph 9a & 9b by OWNER, the termination will not affect any rights or remedies of OWNER against CONTRACTOR the exist- ing or which may thereafter accrue. Any retenticiri ~r payment of moneys due CONTRACTOR by OWNER will not release CONTRACTOR from liability. d) Upon seven days' written notice to CONTRACTOR, OWNER may, without cause and without prejudice to any other right or remedy, elect to abandon the Work and terminate the Agree- ment. In such case, CONTRACTOR shall be paid for all services provided and any reasonable expenses directly related to the termination but excluding consequential damages and indirect expenses inclUding home office overhead. e) Contractor may stop work or terminate: If, througn no act or fault of CONTRACTOR, the Work is sus- pended fOI- a period of more than ninety days by OWNER or under an order of court or other pUblic authority, or OWNER fails to act on any Application for Payment within a reason- able time after it is submitted, or OWNER fails to pay CON- TRACTOR any sum finally determined to be due within a reason- able time, then CONTRACTOR may, upon ninety days' written notice to OWNER, terminate the Agreement and recover from OWNER payment for all Work executed and any expense sustained plus reasonable termination expenses. In addition and in lieu of terminating the Agreement, if OWNER has failed to act on an Application for Payment or has failed to make any pny- ment as aforesaid, CONTRACTOR may upon ninety days' written notice to OWNER stop the Work until payment of all amounts then dUe. h I: c. All claims, disputes and other matters in question between OWNER and CONTRACTOR arising out of, or relating to the Contract Docu- ments or the breach thereof (except for claims which have been waived by the making or acceptance of final payment) will be decided by a Court of Law in the County of Monroe in the State of Florida. A11 procedures shall be subject to all the standard practices of civil proceedings of the State of Florida. The CONTRACTOR shall carryon the Work in accordance with the con- tract documents and without delay during disputes and disagree- ments with the OWNER. hRTICLE 11 - TERM OF CONTRACT Tllis CONTRACT shall lJe fcn- a twelve (12) montll period beginning on MARCH 20, 1997 and ends on MARCH 19, 1998. '[!lis CONTRACT term shall be renewable in accordance with Article 12. ARTICLE 12 - RENEWAL The OWNER shall have the option to renew this agreement after the first year, and each succeeding year, for four (4) additional one year periods. The contract amount agreed herein may be adjusted annually 1n accordance with the percentage change in the Consumer Price Index (CPI) for Wage Earners and Clerical Workers in the Miami, Florida area index, and shall be based upon the annual ~verage CPI .computation from January 1 through December 31 of the previous year. ARTICLE 13 - FUNDING AVAILABILITY In the event that funds from Facilities Maintenance Detention Facilities Contractual Services are partially reduced or cannot be obtained or cannot be conUnued at a level sufficient to allow for the purchase of the services/goods specified herein, this agreement may then be terminated immediately at the option of the OWNER by written notice of termination delivered in person or by Indll to tile CONTRACTOR. The OWNER shall not be obligated to pay (or any services provided or any equipment purchased by the CON- TI~1\CTon iift(..>)- the r.ONTRACTf)I~~ Ilas t-eceived written notice of tel-mined.ion. Payment to the CONTRACTOR for tet-mination under t!li:3 1\1-Ucl(~ wlll be calculAted pursuant to pal-agl-aph 9d. (, ( The CONTRACTOR warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. The provider shall at all times exercise inde- pendent, prolessional judgment and shall assume professional responsibility for the services to be proVided. Continued fund- ing by the OWNER is contingent upon retention of appropriate local, state, and/or federal certification and/or licensure of CONTRACTOR. ARTICLE 15 - NOTICE REQUIREMENT Any notice required or perlnjtted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other par ty by cel- t i f ied rna 11, l-etul-ned l-eceipt reql:fes.ted, to the following: FOR OWNER: FOR CONTRACTOR: Monroe County Public Works Facilities Maintenance Dept. 3583 Soutb Roosevelt Blvd. Key West, 'Florida 33040 Davis Water Analysis, Inc. P.O. Box 2584 Key West, Fl. 33040 Attn: Director( of Facilities Maint. ARTICLE 16 - PAYMENT The OWNER shall pay to the CONTRACTOR for the performance of said service on a per month in arrears basis on or before the 15th day of the following month in each of twelve (12) months. The CONTRACTOR shnll invoice the OWNER monthly for Wastewater Treat- ment Facility operation and maintenance performed under the Con- tract Documents contained herein. The Contract amount shall be as stated by ttle CONTRACTORS Pl~oposal as follows: S152,900.04 per year, to be paid 812,741.67 per month. H (., (: , a) The duties and obligations imposed by these General Condi- tions and the rigllts and remedies available hereunder to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligatiolls imposed upon CON- TRACTOR and all of the rights and remedies available to OWNER tllereunder, at-e 1n addition to , and are not to be construed in any way as a limitation of, any rights and remedies avail- able to either or both of them which are otherwise imposed or available by Laws or RegUlations, by special warranty or guarantee or by other prOvisions of the Contract Documents, and the prOVisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connec- tion with each particular duty, obligation, right and remedy to which they apply. All representations, warranties and guarantees made in the Contract Documents will survive final payment and terminaU on Ot- ._completion of the Agreement. 1. b) No prOVision of this agl'eement or the duty 01- obligation to perform any act required by this Agreement shall be deemed waived by the waiver of any particular act or o.cc.urrence of bt-eacll. c) This writing constitutes the entire expression of the parties agreement and may not be contradicted, modified, explained or supplemented by any prior written agreement or oral agreement or any other prior written or oral communication. . ~ ., 'I \ (',' Attest: ~S~N:::C ..........~'-, v 1...._ \..... ! l Ltl1, Clerk ~?Zt1 ~~ WITNESS J. . ., Corporate seal if corporation: '{( COUNTY OF MONROE, STATE OF FLORIDA By DAVIS WATER ANALYSIS, INC. . ./-:7 ~ . ~. -- -,/' .' / -' ;: . '. . By C~tC 0'/ --1!-'l:'"i C-.. L-i-. \) /" Contractor Rep, ] '.tl j. e . I' I ! RENEWAL AGREEMENT (Operation and Maintenance Service Contract for the Wastewater Treatment Facility at Monroe County Detention Center) THIS RENEWAL AGREEMENT is made and entered into this 13th day of January, 1999, between the COUNTY OF MONROE and DAVIS WATER ANALYSIS, INC. in order to renew the original agreement between the parties dated February 20th, 1997, as renewed on December 10th, 1997 (a copy of which is incorporated hereto by reference); as follows: 1. In accordance with Article 12 of Section 00030 of the February 20, 1997 agreement, the County exercises its option to renew that Agreement for an additional year. 2. Payment by the County to Davis Water Analysis, Inc. for the services provided remains at $152,900.04 per year. I I I I I j I I I I I I I, " II II I: i: 3. The term of the renewed agreement will commence on March 20, 1999 and terminate on March 19, 2000. 4. In all other respects, including the amount of compensation due to Davis Water Analysis, Inc. the February 20, 1997 original agreement between the parties as renewed on December 10, 1997 remains in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the day and year first written above. ......,... ..... . . ~ \ ..... _..~__l\ .__........' ..__~ ~..............~ .-. By: i. !i 1: ,I .. (Seal) "" BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Attest: DANNY L. KOLHAGE, CLERK Ii Ii ii " I: r Ii Ii I[ Ii I , By: '?LiTO.~~ Dep Cl DAVIS WATER ANALYSIS, INC. By: ~0-4C ./9-~ d I: I' I' I I i; " r (,' , c, . RENEWAL AGREEMENT (Operation and Maintenance Service Contract for the Wastewater Treatment Facility at Monroe County Detention Center) THIS RENEWAL AGREEMENT is made and entered into this 19th day of January, 2000, between the COUNTY OF MONROE and DAVIS WATER ANALYSIS, INC. in order to renew the original agreement between the parties dated February 20th, 1997,as renewed on December loth, 1997, as renewed on January 13, 1999 (a copy of which is incorporated hereto by reference); as follows: 1. In accordance with Article 12 of Section 00030 of the February 20, 1997 agreement, the County exercises its option to renew that Agreement for an additional year. 2. Payment by the County to bavis Water Analysis, Inc. for the services provided remains at $152,900.04 per year. 3. The term of the renewed agreement will commence on March 20, 2000 and terminate on March 19, 2001. 4. In all other respects, including the amount of compensatio~ due to Davis Water Analysis, Inc. the February 20, 1997 agreement between the parties remains in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the day and year first written above. ..--.~ 1/:--:..;',.:, :;'?>", . ,.. -..\ #.." >/' ('/'..~" .~?::.~ '.,: \ \:~ .,.. .......... ;J\ .:' ", "\ >~:':. :', ::~ \. (S.eal) . ..... ,',.,il \<,. . ,..../ At'te'st.: .' DANNY L. KOLHAGE, CLERK B~~~~ "---.J~ /Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF M::JI;7hT~j7~ By: --=+ DAVIS WATER ANALYSIS, INC. 2cPc~ By: #~-/~ ~ ~~ r..- " Witnes~ ~,~ ,-.S~" ~~ W~tness -.