12-07 - Articles of Agreement - x.pdf

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ARTICLES OF AGREEMENT

The Contractor agrees, under the conditions set forth in a bond, which is attached and made a part of this Agreement, to furnish all necessary materials, labor, plant, machinery and equipment, and at its own risk and expense, and to complete such work and/or furnish such materials, for the prices as shown on the attached proposal. For the purpose of this Agreement, the Bid Document and its addendums, issued by the County, including such instructions, specifications, and/or conditions of agreement; and the proposal submitted by the Contractor including the forms, narratives and any Exhibits; all of which are attached hereto, shall comprise the full and complete understanding between the Contractor and County.

MADE AND ENTERED INTO, this _____ day of ____________ 20_____ by and between Lawrence County, Mercer County

Lawrence County Commissioners

Chair, ______________________________ _________

Signature Date

Commissioner ______________________________ _________

Signature Date

Commissioner ______________________________ _________

Signature Date

Mercer County Commissioners

Chair, ______________________________ _________

Signature Date

Commissioner ______________________________ _________

Signature Date

Commissioner ______________________________ _________

Signature Date

ATTEST: ___________________________

AND

Company ___________________________________________

Authorized Contractor ___________________________________________

Signature of Authorized Contractor ___________________________________________

Date ___________________________________________

NOW, THEREFORE, THIS AGREEMENT WITNESSED: ________________________

Signature ____________________________ Notary Public My Commission expires

State of ___________________ County of __________________

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ARTICLES OF AGREEMENT

Definition Of Director - The term Director refers to the County’s designated representative that will administer the Contract. It is agreed by the parties to this Contract, that wherever the word “Director” occurs in the Contract, it will be considered as referring to the County.

Definition Of County/Counties - Lawrence County and Mercer County, each a municipal corporation of the Commonwealth of Pennsylvania.

Definition Of Contractor - It is agreed by the parties hereto that wherever the word “Contractor,” or the pronoun(s) in place thereof are used in this Contract, they are to be considered as referring to and meaning the contracting party or parties, or such party or parties seeking to enter into a contract with Lawrence County and Mercer County, as the case may be, or the legal representatives of such party or parties.

Components Of Contract - The following documents are part of this Contract and supplement one another:

A. PROPOSAL made by the prospective Contractor on the separate forms provided by the

County, B. Particular SPECIFICATIONS special to this Contract, C. All NARRATIVES and EXHIBITS provided by the prospective Contractor in the proposal, D. FINANCIAL SECURITIES executed by the prospective Contractor, E. BID DOCUMENT AND ANY ADDENDUMS issued by the County, and

F. CONDITIONS OF AGREEMENT in the bid document issued by the County.

G. The agreement shall become binding upon the formal acceptance of the prospective

Contractor’s bid by the County as evidenced by the County's execution of the Agreement.

The Contract sets forth all the promises, agreements, conditions and understandings between County and Contractor(s), and there shall be no promises, agreements, conditions, or understandings, either oral or written, between them other than those that are set forth in the Contract. Unless provided for in the Contract, no subsequent alteration, amendment, charge or addition to the Contract shall be binding upon County or Contractor(s), unless expressly agreed upon and reduced to writing by the County to the Contractor(s).

Length Of Agreement - It is agreed that this Contract shall be in effect for the term beginning on the date on which it is countersigned by the Officers of the Board of Commissioners of Lawrence County and Mercer County and expiring in three (3) years on the 31st day of December 2029.

When And Where To Commence - The Contractor further agrees to commence the work described or contemplated herein at such point(s), and at such time(s) as the Director may request.

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Time Of Bid Opening - The separate and sealed bids or proposals will be received upon the County's proposal forms online at https://pennbid/bonfirehud.com until the date and time stated in the advertisement for bids for the above, and will be opened and read upon the date, place and at the time designated in said advertisement.

Blank Forms Of Proposal - All bids shall be made on the blank forms of proposal provided for that purpose and submitted electronically via PennBid. The Proposal Sheet for Rates, Products and Services shall give the price of each item or service to be furnished. The Proposal Cover Sheet shall be signed, in BLUE INK, by the prospective Contractors with the prospective Contractors business address or addresses and shall also contain the full name of all persons interested with the prospective Contractors. In signing the proposal, the Contractor shall give the individual, as well as the firm or corporate name. Bidding Documents can be obtained at no cost on PennBid at https://pennbid.bonfirehub.com

Alterations/Corrections - Any alteration, erasure, addition to or omission of required information, change of the specifications or bidding schedule, is made at the risk of the prospective Contractor and may result in the rejection of the bid, unless such changes are authorized by the specifications.

Execution Of Bids - Bids are to be executed, by the following persons.

I. CORPORATION - The President or Vice President, and one of the following:

Secretary, Treasurer, Assistant Secretary or Assistant Treasurer.

If a bid is executed by any other person, a power of attorney, a copy of the bylaws, or a resolution of the Board of Directors documenting the authority of that person to sign the bid must be accompanied by the bid. The power of attorney, bylaw, or resolution must be certified by the Corporate Secretary as a true and correct copy, still in force as of the date of the execution of the Contract.

II. PARTNERSHIP - At least one (1) of the partners.

III. SOLE PROPRIETORSHIP - The individual owner.

IV. BUSINESS OPERATING UNDER A FICTITIOUS NAME - Entities operating a business under a Fictitious Name must execute the Contract in the name of the entity trading and doing business as the Fictitious Name.

Financial Security For Bids (Bid Bonds) - Prospective Contractors are required to file with their proposals financial security equal to ten percent (10%) of the total bid. This financial security shall be in the form of a bid bond, certified check or letter of credit. In order to be acceptable as financial security, a bid bond must be issued by one or more surety companies legally authorized to do business in Pennsylvania which retain as capital no less than the amount of the issued bond and said bond must be in form approved by the County. If the bonding company executes the bond through an attorney-in-fact, a Power of Attorney showing authority to act must accompany the bond.

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Performance Bond - Financial security shall be further required to insure faithful performance of the work provided for in the Contract and to indemnify and save harmless the County from all liens, charges, claims, demands, losses, costs and damages of every kind and nature, whatsoever, except as is otherwise provided in said Contract is OPTION A - $50,000, OPTION B -100% of the annual Contract.

Service Contracts; Reduction In Performance Security - In the case of service contracts where the County holds certified checks or a letter of credit as security for performance, the County may approve reduction in the amount of the security over the term of the Contract;

provided, however, that at no time shall the amount of the security for performance be less than ten percent (10%) of the cost of the Contract.

Execution Of Finance Security - Any financial security furnished shall be an original, fully executed by both the prospective Contractor and the surety or sureties in ink and shall be in a form acceptable to the County. Where the prospective Contractor is a corporation, the security shall be signed by two officers of the corporation who have been duly authorized to do so by appropriate action of the corporation, and the seal of the corporation shall be affixed.

Where the prospective Contractor is an individual or individuals, the security shall be signed by the individual or individuals affixing the signature to the bid. Changes or additions to bid security or to the signatures thereon may not be permitted after the opening of bids.

Contents Of Bid And Performance Security -

A. The financial security submitted to the County must be the originally issued document, signed in BLUE ink.

B. Both the name of the Contractor and the name of the issuing financial institution must appear on the financial security.

C. The name of the insured and the name of the Contractor must be the same.

D. The bid's title, contract number or description must appear in the financial security.

Insurance - A certificate evidencing the following minimum insurance must be provided when award is made, unless otherwise specified:

A. GENERAL LIABILITY - Single limit of Bodily Injury and Property Damage $1,000,000.00 per occurrence, combined single limit for bodily injury (including death) and property damage, with a contractual liability endorsement.

B. LAWRENCE COUNTY and MERCER COUNTY must be listed as "Additional Insured' on the insurance certificate.

NOTE: The name(s) of the insured on the certificate must be the same as the name(s) of the Contractor listed on the bid document.

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C. Insurance coverage must be an “OCCURRENCE POLICY". "Claims Made” policies are unacceptable.

D. WORKERS’ COMPENSATION STATUTORY LIMITS.

E. AUTOMOTIVE LIABILITY INSURANCE – MINIMUM REQUIREMENTS: covering owned, non-owned and hired vehicles $500,000.00 per person, $1,000,000.00 per occurrence bodily injury (including death), and $500,000.00 per occurrence property damage and shall name the County as an additional insured.

Insurance must be maintained in full force and effect throughout the term of the Contract. If insurance must be renewed during the term of the Contract, the new certificate of insurance must be forwarded to:

Lawrence-Mercer Counties Recycling/Solid Waste Department 430 Court Street, Lawrence County Government Center

New Castle, PA 16101

Failure to provide and renew such insurance as required shall be deemed a material breach of contract and shall be a basis for immediate termination of the Contract. The insurance requirements of this provision shall be in addition to any other insurance requirements of the Contract.

Fictitious Name Registration - Where a fictitious name is used, a certificate must be attached showing that the fictitious name is duly registered with the state.

Tax Status Of County – The County is exempt from all Federal Excise and Transportation Taxes, and the Pennsylvania Sales and Use Tax for purchase of tangible personal property.

Therefore, a prospective Contractor should not include any such taxes in its calculations, or in the prices bid. However, if the prospective Contractor determines that certain taxes are properly payable by the County, the Contractor must include such costs in its calculations of bid prices. The County will not be responsible or liable for the payment of any of the aforesaid taxes, or any other tax paid or payable by the Contractor, unless specifically stated in bid.

Firm Price Bids - The County cannot allow escalation of prices during the contract term. This Contract is for fixed prices. Such statements as "interest charges applied on accounts 30 days or older" or "prices subject to revision" are considered escalation clauses. Any reference in documents submitted with the bid which indicates that the prices are not firm may be cause for rejection of the bid. The Contractor shall continue to be liable for any increase in costs above the Contract price for the balance of the term of this Contract, and the Counties shall not be responsible for any increase of wages or other costs thereof.

Payment Discounts - In determining the low bid, the County will not consider payment discounts quoted by the prospective contractors. However, the County will apply payment discounts offered by the successful bidder in the proposal to payments made in relation to the Contract when appropriate. The terms of payment discounts offered by the successful contractor must be clearly stated on each invoice submitted to the County in regard to this Contract.

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Anti-Discrimination - Contractor shall not discriminate in its employment on the basis of race, color, religion, ancestry, national origin, place of birth, sex, age, disability, non-job-related handicap, or sexual orientation.

Payment Of Taxes And Set-Off - Contractor warrants that any and all taxes or municipal claims that may be payable to the Counties by Contractor are current and not delinquent. If the County determined that there is an outstanding delinquency, that delinquency must be satisfied before a contract will be awarded to the delinquent Contractor. If any taxes or municipal claims become delinquent or owing during the term of this agreement or prior to final payment by County, Contractor hereby grants County the right to set-off that indebtedness against any amounts owing to Contractor under the terms of this Agreement.

If, at any time, the Contractor fails or has failed to enter into any contract awarded by the County, the County expressly reserves the right to recoup any and all costs associated with rebidding or re-awarding of any contract awarded to this Contractor to another vendor.

County reserves the right to apply set-off payments in whatever manner it deems appropriate.

Contract Not To Be Awarded To Persons In Arrears To County - No contract will be awarded to any corporation, firm or individual who is, for any reason, in arrears to the County or who has failed, in any former contract with the County, to perform work satisfactorily, either as to the character of the work or the time consumed in its completion.

Contractor To Be Qualified And Responsible - Before the Contract is awarded, prospective Contractors must satisfy the County that they have the requisite organization, capital, plant, ability and experience to satisfactorily perform the work under this Contract in accordance with the terms and conditions of the Contract and in conformity with the best modern practices and industry standards.

Collusion Between Bidders - If the County forms a reasonable belief that a prospective Contractor is interested in more than one proposal for the same item, that is sufficient cause for rejection of all proposals in which collusion between bidders is suspected.

Agreement - When To Be Signed - The Corporation, firm, or individual to whom the Contract is awarded will be required to sign the Articles of Agreement, prior to the submission of the completed bid package. Failure to sign the Articles of Agreement will render the bid non-responsive.

Rejection Of Bids - The County reserves the right to reject, for any reason whatsoever, any or all bids if it is in the best interest(s) of the County to do so.

Payment - It is the intent of the County to pay all invoices resulting from purchases under this Contract in sixty (60) calendar days from invoicing. The County CANNOT pay any INTEREST CHARGES or LATE PAYMENT CHARGES. Any inclusion of such charges may disqualify the proposal from award consideration and/or will be disregarded by the County.

Award - Award shall be made to the lowest responsible bidder on a low total basis as the County determines is in its best interests. Bidders should be mindful that the lowest-priced bidder may not be the lowest responsible bidder. Bidders must demonstrate the resources and experience to perform the requirements of the Contract to the satisfaction of the County.

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Notice Of Award - Regardless of any notification of award to any prospective Contractor, all bids remain open and acceptable by the County for sixty (60) days from the bid opening date.

Nothing in this paragraph is to be considered a waiver of the County’s rights against a prospective Contractor who fails to execute a contract once it is awarded.

Location Of Work - Services required or deliverable are for the designated sites listed in Proposal Form 3 Equipment and Locations and subject to change at the discretion of the County.

Scope Of Contract - This Contract will include all necessary repair, maintenance, and minor incidental work as described elsewhere herein, which cannot be properly estimated or planned in advance, or which may be of any emergency nature. The Director of the County authorizing the work to be done under this Contract shall be the sole judge of repair or maintenance or minor extension work to be carried out under this Contract, and shall direct same, and the successful Contractor agrees to accept such decisions as final and binding.

Special Programs The County and the Contractor may work together on periodic programs for the collection of other recyclable materials. Any agreed upon collection programs are not anticipated to become part of the Countywide Recycling Drop-off Program for which this RFB is being sought. Bids for special programs are to be included under “Specialty Programs” on the “Proposal Sheet for Other Services” (Page 39). Special programs may become ongoing as part of this agreement with the mutual consent of the Contractor and Counties.

Third Party Participation In The Countywide Recycling Drop-off Program The Contractor recognizes the County’s interest in expanding recycling opportunities for residents and institutions. The Contractor shall cooperate with the County and allow third parties, such as schools, authorities, or government agencies to obtain the services prescribed in this RFP at the same rate(s). The Contractor shall also provide such assistance and facilities as may be reasonably required. Third parties that are interested in participating must secure approval from the County who will inform the Contractor of such interest. The Contractor shall invoice participating third parties directly for any service.

Quantity Of Work Contingent Upon Needs - It is hereby agreed that the County does not in any way guarantee or imply the amount of work, services, or commodities which may be required under this agreement. It is also mutually understood between the parties to this agreement that needs cannot be forecast. The intent of this proposal, and the subsequently awarded contract (if any be entered into), is to determine the lowest responsible bidder who will be able, willing, and ready to furnish proper equipment, qualified persons, and/or efficient service(s) as required under this contract. No liability shall attach to the County for any decision: (a) to limit the work under the contract; (b) to decline to award the contract; or (c) to decline to order any work to be performed under an awarded contract.

Supervision And Inspection - The Contractor further agrees that the work shall be at all times under the immediate supervision of the Director, who shall at all times have free access to all parts of the service work and all places where recyclables for the same are processed, and shall have every facility made available for the proper inspection of (a) all equipment used in, and (b) service executed for the work under this Contract. It is expressly understood and agreed that the inspection of the service and equipment by the Director will in no way

Lawrence Mercer Counties Drop-off Collection, Processing, Marketing Recyclables Page 8 diminish the responsibility of the Contractor or release him/her from the Contractor’s obligation to perform and deliver to the County sound and satisfactory work. It is further agreed that the Contractor shall follow orders of the Director.

Failure To Perform Contract - If the Contractor fails to perform any of the elements of the Contract, the County shall have the right to purchase such services from other sources, and to charge to the Contractor or the Contractor’s sureties any and all expenses arising from the necessity of purchasing materials or supplies, including any excess in price over the prices fixed in the Contract. Contractors must return County-owned equipment within the time specified on a written notification of suspension from the Director of the County.

Contractor To Sustain All Losses - It is agreed that all loss or damage arising out of the nature of the work to be performed under this Contract, or any damages to the work itself, for any unforeseen obstruction or difficulties which may be encountered in the performance of the work or from the action of the elements, or from any cause whatsoever, shall be sustained and paid for by the Contractor until the same shall have been finally accepted and final payment made.

Compensation - Contractor hereby further agrees that his/her full compensation for furnishing all the required materials, labor, tools, equipment, etc., for the proper execution and completion of the whole of the work, and/or service to be performed under this agreement, will be the amount(s), as set forth in this agreement.

Indemnification - Contractor hereby agrees to indemnify, save and hold harmless, and defend County, its officers, agents and employees from and against all liens, charges, claims, demands, losses, costs, judgments, liabilities, and damages of every kind and nature whatsoever, including court costs and attorney’s fees arising by reason of: the performance by Contractor of any services under this Agreement; any act, error or omission of Contractor or of an agent, employee or licensee of Contractor or subcontractor of Contractor; and any breach by Contractor of any of the terms conditions or provisions of this Agreement.

Monitoring And Evaluation - All services provided under this agreement shall be subject to monitoring and evaluation by County or its authorized representatives. Contractor shall supply County with written reports on program activity, in a form approved by County, as County may, from time to time, require. Contractor shall provide County with such additional information and data as may be periodically required by federal or state authorities, or by County itself. Authorized representatives of County shall have access to the books and records maintained by Contractor with respect to any services or materials provided to County pursuant to this Agreement at all reasonable times and for all reasonable purposes, including, but not limited to, inspecting and copying any books, records, computer disks, memoranda, checks, correspondence or other relevant documents. All such aforementioned records shall be preserved by Contractor for a period of three (3) years after the termination of this Agreement.

Contractor Thoroughly Informed As To Work - Contractor hereby affirms that s/he has read each and every clause in the advertisement, Information to Prospective Contractors, specifications and agreements relating to this work and fully understands the meaning of each, and hereby agrees that s/he will comply with all the terms, covenants and agreements herein set forth; and that s/he fully understands the character of the work to be performed under this Contract.

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Settlement Of Disputes - It is expressly covenanted and agreed that in the event of a disagreement or controversy arising between the Contractor and the Director as to the interpretation, specifications, or proper execution of this Contract, or as to settlement thereunder, or in the event any disagreement, as to any dispute under this Contract or the work involved, such dispute shall be brought immediately to the Director’s attention in writing.

The Director shall decide upon the dispute and such decision shall be final and conclusive, as to all matters in controversy, without exception or appeal, and all right(s) of action at law, in equity or otherwise, under and by virtue of this Contract are hereby expressly waived.

Subcontracting – If the Contractor intends to subcontract any part of the services required under this Contract, the Contractor must specify the parts and identify the subcontractor. The Contractor must identify the subcontractor and supply the qualifications and experience specific to that subcontractor in each segment of the proposal and on all areas on the proposal forms. The County will not issue any monies directly to subcontractors, even if the County is aware of and approved use of the subcontractor. The Contractor shall not assign any part of this Contract without the knowledge and written consent of County. The Contractor shall not assign any right to monies to be paid hereunder by the County. It is further agreed that no subcontract, if consented to, shall under any circumstances relieve the Contractor of any liabilities and obligations under this Contract, and should any subcontractor fail to perform the work undertaken in a satisfactory manner, such subcontract must be terminated immediately and ended by the Contractor upon notice of the Director to do so.

Workers Compensation - Contractor hereby agrees to perform the work described in this Contract in accordance with the Articles of Agreement, and further certifies that it has accepted the provisions of the Worker's Compensation and Occupational Disease Acts, as amended and supplemented, insofar as the work covered by this Contract is concerned, and that it has insured its liability thereunder in accordance with the terms of the said Acts, as evidenced by the certificate of insurance it has caused to be attached hereto.

Compliance With Laws - Contractor shall fully obey and comply with all laws, ordinances, resolutions, and administrative regulations, which are or should be applicable to any work performed under this Contract.

Governing Law - The Contract that is formed subject to these articles of Agreement will be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania.

Option(s) To Extend

1) The County, in cooperation with the successful vendor(s) in regard to this contract, reserves the right to extend this Contract for up to ninety (90) days after the indicated expiration date as described in this Contract. This mechanism would be utilized in the event that a lapse in the current contract occurs before a new Contract can be established for the goods or services indicated on the contract.

When applicable, an extension notice will be issued defining the exact extension of the Contract. All other terms and conditions of the extended contract will remain in full force and effect.

2) The County, in cooperation with the successful vendor(s) in regard to this contract, reserves the right to extend this Contract for up to a total of two (2) years after the

Lawrence Mercer Counties Drop-off Collection, Processing, Marketing Recyclables Page 10 indicated expiration date as described in this Contract. When applicable, an extension notice will be issued defining the exact extension of the Contract. The contract can be extended for one (1) period of two (2) years or two (2) periods of one (1) year each.