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HomeMy WebLinkAboutbocc.con.047.2003MAR. 19:2003 9:21AM PITKIN CNTY PUBLIC WORKS NO: 759 P, 1 CONTRACT #~00..~ ,CIIECK LI~T FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SC~NING/ARCttlVING Originating DcpartmcutfDivision: pitldn County public Works/Project Management Contact Persoa: Jodi Smith~ Project Manap~_r Phone #: 9_20-$396 or 618-3717 BOCC AGENDA ITEM (BOCC signature required) ~ STAFF AUTHORIZED SIGNATURE (as per Procurement Code) Check Contract Tvo~: Dollar Amount: Services STAFF AUTHORIZED .__._Intcrgover. mental Agreement Mainte~;c~ SIGNATURE (Require~OCCAcao,O License/Use _ ~'~ Non Profit Lease t/ ~Ouasi-Public ~Constructlon Grant Agreements (Requires BOCCActlon) v,~ Purchase Other . Employment $i~atures Requ/red: Under 25K- Department Head 25.$0K- Department Head (ii appropriate), Section Leader -- Over $0 K - Department Head (if appropriate), Section Leader, County Manager Contract Start Date: ~/, ~ ~:q/o$ Contract End Date: Automatic l~enewal W/N): /,//~ AllContracts should be proofed for the following: ·No Pages Missing If a Page is Left Imentionally Bl~-k- Note on Page · Page numbered consecutively · All Signatures Affixed · All Dacs Filled In ·All Other Blsnk~ Filled In All Exhibits At~ached All Legal Descriptions Auached (ff appropriate) · Notice of Award/Proceed Attached (if appropriate) Sent to Cler~and ~Recor~r for Scan,i.ffA.rchiving Signature of authar~ed ~taff p~'~on i,'uticater that abcument h~ been proofed and ready for scanning. Note: Clerk's Office will keep original documents in compliance with Colorado State Archives retainage schedule. ~ ' CONTRACT AGREEMENT FOR TFLX, PURCI~tASE OF GOODS TI-KS AGREEMENT is made and entered into this 27m day of Febraarg, 2003 (the "Agreement"), by and between Pitldu County, Board of Comnty Cornm~s/oners, 530 E. Mn~n Street, Th/rd F/oor, Aspe~ Colorado 81611 (hereinafter "Buyer") and Rose Waste Systems, Inc. 840 Lakeshure Drive, Redwood City, CA 94065, (650) 596-5748, (h~eina~e~ "Vendor"). . . 1. INTENT OF CONTRACT. The intent of this Contract is to provide the following Goods (the "G6ods") to the Buyer in accordance with the Contract: See Exhibit 2k 2. CONFORMITY WiTH PLANS AND SPEC]2~ICATIONS. The Goods shall be provided in conformity with any prox4ded Technical Specifications. If the Procurement Officer finds the Goods to be faulty following delivery and acceptance, or not in accordance with the Technical Specifications, the Goods shall be replaced or othezwise corrected at the expense of Vendor. 3. CONTRACT TTME AND LIQUIDATED DAMAGES 3.1 Deliver~ and Acceptance of Goods. 3.1.1 Delivery of Goods. Vendor shall deliver goods to the Buyer at the following place and time: Place: Pitkin County Solid Waste Center 32046 Hwy 82 - Snowiness Village, Colorado 81615 Time: 4:30PMMST, July 28t~ 2003 3.1.2 Acceptance of Goods. Delivery of Goods shall be complete ordy upon acceptance by Buyer. Acceptance by Buyer ~all allow hme for inspection of Goods. At delivery and after inspection and acceptance, Vendor Rail tender a Bill of Sale to the Goods, together with any and all other documents evidencing such ownership and title to the Goods. The Goods shall be delivered to Buyer free and clear of any liens, claim~ or encumbrances, and Vendor shall warrant the same, which warranty shall survive closing of this Contract Free and clear tire shall pass to the buyer after receipt of final payment to Vendor. 3.1.3 Risk of Loss. At ali times prior to delivery and Buyer's acceptance of the Goods, Vendor shall bear any and all risk of loss of or damage to the Goods. During such per/od, Vendor shall insure the Goods for loss or damage in amounts and under appropriate tsrms. 3.1.4 Liquidated Damages. Vendor hereby agrees to be responsible to - Buyer for liquidated damages for fablure to'deliver Goods on time, (for delay and not as Penalty) in the amount of $500 per calendar day for each day or part of a day that Goods are not delivered on July 28~ 2003 at 4:30 PM, MST. The parties agree that the stated sum is a reasonable forecast of fak compensat/on for the anticipated damages for delay and-that they genuinely lutend to 1/qindate such damages. A~y such anmages are to be deducted from purchase price. 4.1 Deliverl; of Warranty. Upon delivery of the Goods, Vendor shall simultaneously tender To Buyer al/warranties, guarantees, manuals and other documents specified by the Contract documents. 4.2 TermsofWarrantvandRepair. The Vendor hereby warrants that for a period of one year after Goods are placed in service, Vendor will, at Vendor's own expense, without any cost to the County, replace all defective parts and make any repaks to the Goods that may be required or made necessary by reason of defective material or workmanship. Where practicable, warranty repairs are to be made in the field; however, m the event of major repairs, the machine may be transported to Vendor's facility at no cost to the County. 4.3 Extended Warranties. In addition to the above, the County may avail itself of the Vendor's standard and/or extended warranties, if in the best interest of the County. The Vendor shall offer to the 'Comity any extended warranties, which may be available from the manufacturer at the time of delivery, or any subsequent extended warranties, for which the County may be eligible, which become available thereafter. The County is under no obligation to accept and pay for these extended warranties however. 5. PAYMENT 5.1 Time ofPawaent. Full payment shall occur upon delivery and acceptance of Goods in accordance with this Contract. 5.1 Amount of Palrme~t. In consideration of delivery and acceptance of the Goods to Buyer in accordance with this Contract, Buyer shal/pay Vendor, and Vendor agrees to accept as its full' and only compensation, the stated sum of $257,540.00 paid on the following schedule of inslnllments: 25% upon order of equipment 25% prior to shipment 30% upon acceptance of del/very 20% after installation, starmp and operator training 6. TERMINATION OF CONTRACT 6.1 Cancellation. Buyer has the right to cancel this Contract for reasons of insolvency of Vendor, or any subcontractors used for the performnnce of this contract by the Vendor; or if delivered equilanent is not as stated in these contract documents upon 30 days notice to Purchaser. Performance of this Contract is subject to appropriation of necessm3~ ftmds. Funds are cm-mely appropriated per Board of County Commissioners action on March 26, 2002. 6.2 TenninationforBreachofContract. Any violation or breach of this Centzact by Vendor may result m suspension or termination of this Contract by Buyer, or such other action necessary to erfforce the rights of Buyer. 6.3. Remedi~. Whenever Vendor shall default in performance of this Contract in accordance with its terms, Buyer ,~h~1l be entitled to suit for damages, spec/tic performance or other relief m law or ecluity, and xdce versa. 7. NOTICE. Any written notice required by this Contract shall be deemed delivered when: (A) hand delivered; (B) faxed to the fax number below with verification of such transmission; or (C) three (3) business days after such notice is deposited in U.S. certified first class mail (return receipt requested), postage prepaid, addressed as follows: To Pitkin County: Chris Hoofnagle To Vendor: George Gitschel 76 Service Cemer Road 840 Lakeshore Drive Aspen, Colorado 81611 Redwood City, CA 94065 (970) 923-3487 phone (650) 596-5748 phone (970) 923-2043 fax (650) 596-5786 fax The parties to this Agreement may from time to time change the names and addresses above for the purposes of receiving notice by i~fforming the other party in writing of such change in the same manner as specified for giving notice at paragraph 9.9 notice below. 8. ASSIGNMENT AND THIRD PARTIES. 8.1 Assignment by Vendor. Vendor shall not at any time assign its rights or delegate its duties under this Contract or any part thereof without written consent of Buyer. 8.2 No Third-ParW Beneficiaries. This Contract does not create in or bestow upon any other person or entity not a party to this Contract any right, privilege or benefit unless expressly provided in this Contract. (See General Provision 30-09). 9. MISCELLANEOUS PROVISIONS 9.1 Pitkin County Procurement Code. This Contract is subject to all terms and conditions of the Pitkin County Procurement Code, and said terms and conditions are hereby incorporated into this document by this reference. 9.2 Governing Law. The parties agree that this Contract was made in accordance with the laws of the State of Colorado and shall be so consla-ued. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 9.3 Attorney Fees. In the event that legal action is necessary to enforce any of the provisions of this Contract, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 9.4 Headings. The section headings contained in this Contract are for convenience in reference and are not intended to define or limit the scope of any provision. 9.5 Time is of the Essence. Time is of the essence in this Contract. 9.6 Non-Waiver. Waiver by either party of, or the failure of either party to insist upon, the strict performance of any provision of this Contract shall not constitute a waiver of the right, or prevent any such party, from requiring the strict performance of, any provision in the future. 9.7 Severabilirv. Any covenant, condition or provision herein contained that is held to be invalid by any court of competent jurisdiction shall be considered deleted from this Contract, but such deletion shall in no way affect any other covenant, condition or provision herein comamed so long as such deletion does not materially prejudice Vendor or Buyer in their rights and obligations contained in valid covenants, conditions or provisions. 9.8 Effect of Contract All covenants, conditions and provisions in this Contract shall extend to and bind the successors of the parties hereto, the assigns of Buyer, and the permitted assigns of Vendor. 9.9 Notices. Notices and demands provided for herein shall be sufficiem if sent by ce~ified nmi, return receipt requested, postage prepaid, or by hand delive .ry, to the addresses set forth above, or by facsimile transmission to the fax nuntber set forth above. 10. EN~PtRE AGREEMENT. This Contract embodies the entire agreement between the parties concerning the subject matter and supersedes all prior conversations, proposals, negotiations, understandings and agreemems, whether written or oral. 1N WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the day and year first written above. ROSE WASTE SYSTEMS, INC.: PITK1N COUNTY COLORADO: By: C~i/~/Ho°{n~ ~ 0 Dale Title Date ,~ ,5/~D~e~ .. - ~ -/I Bh~ Pett~ Pubhc Works M~ager Co~W ~g~ C:Xhome\j aneaklGASLeases AgreesContracts\GoodsContract-doc ~ Exhibit A ADDENDUM TO PROPOSAL FORM ADDENDA No. 4 ROSE WASTE SYSTEMS PITKIN COUNTY BOARD OF COMMISSIONERS ITEMIZED BID DESCRIPTION ROSE WASTE SYSTEMS BID #1 DATE: 5/12/2002 Chris Hoofnagle 76 Service Center Road Aspen, CO 81611 Dear Chris, This is an official addendum to Addenda No4. Proposal that describes the Rose Waste Systems, Inc.,Bid # 1 for the Materials Recovery Facility Horizontal Baler Bid. The purpose of this addendum is to itemize all the items included in our submittal for Pitkin County. Rose Waste Systems agrees with all terms and conditions and provisions included in the Pitkin County "Request For Proposals for Materials Recovery Facility Horizontal Baler". We understand that this solicitation is due by 4:00 pm MST on April 11, 2002. The name, address, and phone number of the officers: George Gitschel Rose Waste Systems, Inc. 840 Lakeshore Drive Redwood City, CA 94065 (650) 596-5748 (phone) (650) 368-0794 (fax) (415) 798~0194 (cell) We have included a signed copy of the Proposal Form, to include the representations and certifications. We acknowledge all Solicitation Amendments. Copies of the system technical description paperwork is included and made part of this package submittal. This includes warranty terms and pricing. Furthermore, we state that the itemized bid description for Rose Waste Systems' Bid # 1, summarized in Addenda No. 4 fully complies with and meets the requirements and baler/system specifications listed in the "Specifications" section of the Request for Proposals document. The following is Rose Waste Systems itemized price description for its Bid #1, for Pitkin County Materials Recovery Facility Horizontal Baler Proposal Request. Quantity Item/Description Amount (1) I Excel Model 2R9 2 Ram Baling Press with muki-material 151,060.00 ~ processing capability, US 342 auto tie system with turbo motor, fully programmable controls, computer operated, energy efficient compliant, replaceable liners (Hardox 400), wide mouth configuration, 6-15 tons per hour production, bale weights of up to 2,000 pounds on Pitkin County materials including; Gaylord boxes, cardboard, paper, junk mail, light metals, various plastics, pet/HDPE, high grade paper, broken pallets and light wood, newspaper, carpet padding, solid waste, tin, aluminum, #1 and #2 plastics and various other materials. (1) Reinforced and interlocked solid sheet construction for the Included strongest/longest lasting frame available (equals superior machine life span) (1) Interlocked cylinder mounts to increase cylinder life Included (1) Hardox 400 wear liners (the strongest, longest lasting Included available). Twice the AR protection ofT-1 steel. (1) Plug welded liners for easier (and less expensive) Included replacement. (1) Platen and shear knife made of heat-treated 4340 aircraft Included alloy for extremely long life span. (1) Serrated shear knife for much less shock during cutting, Included which resuks in less machine wear and tear, as well as lower electrical operating costs. (1) Superior platen hold down bars to resist upward platen Included movement (and cylinder damage) (1) Bale Separation and Release Door. This is an $26,900.00 extremely important and critical feature. It allows the machine to eject an oversized bale, which can occur quite oPren when baling in automatic (and even in manual). Without this feature, when a jam or oversize bale is made, the baler must be shut down and the bale "dug out" by hand. This process can take hours, sometimes days. It is such an important feature that we will not propose a 2 Ram baler without it. The Separation Door is critical for completing contanfinate free grade changes when moving from one material stream to another. In addition, the Separation Door is necessary to achieve superior densification of such items such as, carpet padding, plastics, and other recyclable material grades. (1) 9" Main and Eject cylinders, with 6" rods. Highest Included quality cylinders for long lasting, trouble free performance. (1) Full eject capability to fully elect bales out of chamber Included (1) Full platen penetration into the baling chamber for Included extremely dense, square bales. 27" over travel for 60% penetration into the bale chamber. (1) 50 ~ TEFC motor for longer life than non-TEFC motors Included (1) 3,200 PSI operating pressure, 174 platen PSI and 204,000 Included lbs of force for easy cardboard cutting and dense bale production on all grades. (1) 300-gallon oil reservoir (oversized) to keep oil cool. Included (1) Large 54" x 40" feed opening for bulky items. Included (1) Superior controls package allows for the most automatic Included form of baling available. Package includes in cylinder mounted linear transducers for the best ram stroke/position tracking. This system is unique to Excel. Itprovides for the most versatility and capability for true "automatic" baling operation. Other manufactures use either proximity or limit switches to read the stroke of the platen, which are generally mounted on the outside of the cylinder and are therefore subjected to misreading due to debris interference. Excel mounts a far more accurate tracking device called a linear transducer inside the cylinder, which keeps it free from contamination or outside debris interference. This results in far more accurate and trouble-free machine functioning. (1) Operators console is scratch resistant for critical label Included extended life span. (1) Hour run time and bale counter are standard for easy PM Included record keeping (1) Castle key lock system is the safest form of operator Included control and it's available only with Excel (1) OSHA, ANSI, UL & CE approved to meet all of the latest Included safety requirements. (1) Conveyor starter with controls incorporated into the main Included baler operator panel. This is an up charge on most manufacture's machines. (1) One spool of high quality 12-gauge wire. This is a $400 Included value. (1) Complete factory online diagnostics. The modem Included package enables the factory technicians to communicate, :roubleshoot, and often repair the baler from the factory. The customer only need supply a phone line to the operator cabinet. (1) US Wire Tier model 342 with turbo motor. This is the Included fastest, most efficient, and most reliable wire tier available. (1) Operator's platform located above the bale chamb er and Included attached by stairs and handrail to the grade surface. This platform provides a safe environment for the operator to oversee machine operation and make adjustments for different material grades. (1) Graphic display showing exact ram position. This Included i provides the operator with a COLOR picture of the ~ machine's functions. (1) Oil heater to facilitate the operation of the machine in cold $1,100 weather environments. This is obviously a critical feature requirement for Pitkin County. (1) Relocation of the reservoir to the opposite side of the $4,380 baling press. This is required due to the close proximity of the baler to the building's wall. It's imperative for the mechanics to gain easy access to all components located ! on this power unit. (2) Upper sender and receiver photo eyes. This type of photo $2,500 eye system is required to insure accurate regulation of the ' conveyor feed interface with the baler. This interface is necessary to prevent optimum throughput and avoid unnecessary jamming and bridging problems. (1) : Industrial hardened logic controller. This machine will Included operate in a very dirty and dusty environment, which requires an extremely durable computer system, such as the one provided by Excel. (1) One year parts and labor warranty far exceeds the industry Included ' standard. (1) I Superior finish because Excel paints all components Included before assembly. (1) 48" wide x 15' long (Load Zone) heavy-duty roller chain $45,000.00 conveyor to feed the baler. Excel Model HD48R-12'/3'/P conveyor. Features include: 2 15/16" head shaft diameter, 2 7/16 tail shaft diameter, 7.5 hp motor, incline sidekirts, 10 degree nose over angle, 30 degree incline angle, 36 FPM belt speed, 25 TPH maximum capacity, 3' nose over length, 12' shaft height, 4" pitch chain, 3" steel cleats spaced every 48", PVC 250 5/16" thick belt, -25 degrees to + 180F o/l/moisture resistance/static resistance UV protected belt. Standard features include: 24-volt oilers, emergency stop controls, NEMA 12 rated enclosures and dodge drive components. All USA made components. (1) Conveyor package to include: Conveyor hopper, conveyor $4,000.00 controls, motor, starter, fuses, holders, UL, CUL, CE approved. (1) Complete removal of existing baler and in feed conveyor. $24,500.00 In addition we w/il provide the complete installation of the system to include all assembly, machine placement, internal wiring, welding, anchoring, etc. The best and most skilled crew in the Country will complete all work. (1) Rigging equipment (including required insurance $4,500.00 coverage) for machinery removal and new equipment off loading and placement within the building. To include heavy capacity forklift, trucks, machinery dollies, and accompanying personnel. This is typically a customer- supplied item. We were unable to determine whether or not this was required as a submittal on behalf of the contractor. We can supply the equipment, if necessary. (1) Factory start up, commissioning, operational and $2,500.00 maintenance training. (1) Electrical run for the main baler power supply will be the Pitkin County responsibility of Pitkin County. (1) Provision of written Bid Document Included (1) Fill of 300 gallons of premium ISO grade 68 hydraulic oil $1,400.00 (1) Provide all safety equipment for system. Included (1) Freight from the factory to the Pitkin County facility. $4,700.00 (1) Rose will provide a trade in allowance on Pitkin county's <$15,000.00> existing in feed conveyor and Selco Baler. Chris, this system will meet and exceed all requirements and specifications set forth in the Pitkin County Colorado RFP for the purchase of a Materials Recovery Facility horizontal baler, due April 11, 2002 at 4:00 PM MST. We will provide the Pitkin County MRF with outstanding after the sale service - second to none. The total turnkey cost for this proposal, including a brand new 48" roller chain conveyor, all installation and field wiring, bale separation and release door, baler hood, upper sender and receiver photo eyes, industrial hardened logic controller, relocation of the reservoir, control center, oil heater, factory startup, one spool of high quality 12-gauge wire, US Wire Tier model 342 with turbo motor, conveyor hopper, conveyor starter with controls, motor, starter, fuses, holders, 300 gallons of premium ISO grade 68 hydraulic oil, all safety equipment for system, complete removal of the old system from the site, freight, crane and forklift rental and all other machine features listed in this document. = $257,540.00 (including a $15,000.00 trade in value on old system). Warmest regards, George Gitschel Rose Waste Systems, Inc. \5 INSTALLATION SCOPE BALER AND CONVEYOR Pitkin County, CO Rose Waste Systems will provide complete installation of the EXCEL Ram II baler and EXCEL Infeed Conveyor at the Pitkin County facility. The work scope and scheduling are as follows: Baler and Conveyor Removal Our crew will arrive on site and professionally disassemble and remove the existing conveyor and baler. We will either load the machinery onto a waiting flatbed trailers or place the equipment in a suitable location on- site. Baler and Conveyor Off loadin? The new baler and conveyor will be scheduled to arrive simultaneously on ske for off loading from flatbed trucks, with crane and forklift. Conveyor Assembly (Day 1) The installation crew will assemble the conveyor frame in sections-lower horizontal, upper horizontal and nose over. The conveyor is shipped in sections. These sections will be aligned and all bolts w/il be attached. Meticulous alignment and installation of the conveyor will be observed. Initial inspection (Day 2) An RWS representative will inspect the EXCEL Baler to determine condition and need for missing or defective parts. Any visually apparent defective/missing parts will be immediately ordered from EXCEL. The oil tank will be inspected and cleaned. All seals, connections and valves will be checked. Pit plate measurements will also be taken along with foundation measurements (to assure accuracy). Baler Placement and Assembly (Days 2-5) · Crane will arrive on site on Day 2. 15-30minuteset-up. · Check and anchor main ram and ejection ram support plate bases using 3/4" anchor bolts. Meticulous measuring will be observed to locate exact support plate placement. · Offload baler and set baler in place (with crane), shim (if necessary) and anchor. · Attach the ejection ram to the baler. Using the crane. Align the bolt holes and install all grade 8 bolts. Torque to specifications. · Remove and grind all shipping supports smooth. Power Unit and MCC Placement and Hook-up (Days 2-5) · Set the power unit in place (using crane), level (shim if necessary) and secure to base plates. · Set MCC in place (with crane) and secure with anchor bolts. Electrical Wiring Hook-up (Days 2-5) · Attach all electrical leads to MCC from the control panel and power unit. The control panel and power unit will come pre-wired. Wire leads will be coiled and attached to the side of the power unit and the baler. The wires to be attached will include wiring the control panel leads, the power unit electric motors, proximity switches, photo eyes and hydraulic solenoids to the MCC Wiring schematics for each terminal block will be in the appropriate panels in the MCC. ·We will connect the ejection ram E-Stop and proximity switch wiring. · Connect main power leads to MCC (Pitkin County responsibility). · We will attach conveyor controls to baler MCC, wire conveyor control into MCC. · Supply and mount conduit for E-Stops on conveyor. Once the conveyor frame is in place and assembled, run conduit from the conveyor motor drive to the cabinet. We will test all motors for rotation by manually engaging each starter motor from the MCC (directional arrows are on each of the motor casings). Hydraulic Pipe and Hose Hook-up (Days 2-5) · Install the hydraulic pipes and hoses from the power unit to the baler. This will include the main cylinder, ejection cylinder, separation door, and the wire tier hydraulic hoses. (Torque fittings/connections as specified). · Install clamps to support and anchor the hydraulic pipes and hoses. The pipes and hoses can be run on the ground, or attached to the side of the baler. · Anchor the power unit. Wire Tier (Days 2-5) · Install the bale counter wheel assembly to the baler. · Assemble and attach the wire tie unit additional componentry to baler. Connect the hydraulic hoses to the tier. Wire the tier control panel to the tier. Connect the wire leads from the bale counter to the wire tier control panel. · Place tie wire in the appropriate location and feed wire to the tier assembly. ltopper Extension (Days 2-5) · Assemble and attach hopper extension and all components to the baler (with crane). Secure the hopper extension to the baler. · Attach the conveyor belt wiper assembly between the hopper extension ledge and the bottom of the conveyor. · Adjust the height of the wiper to the bottom of the belt. · Adjust the UHMW wiper backing strip as far up as possible but allowing the cleats to pass smoothly Conveyor Installation (Days 2-5) · Set the conveyor in place, erect frame, connect large frame sections and attach stands (with crane). Level conveyor frame, center in pit. The upper horizontal and nose over will be assembled as one piece prior to installation. · Conveyor pit plate will arrive on site. · Anchor the conveyor to the foundation using concrete anchor bolts. (Shim if necessary). · Pull conveyor belt into the conveyor frame. Our installation company will supply the proper rigging to complete this task. · Cut the pit plate reinforcing angle iron and weld to the bottom of the pit plate. The reinforcing angle iron also locks the pit plate in place between the conveyor frame and the concrete pit wall making the reinforcement angle iron lengths and attachment location critical. · Install pit plate. · Program the conveyor controls. Test conveyor in manual. · Adjust the conveyor belt tension with the adjustment bolts at the rear of the conveyor frame. Paint Touch-up (Day 5) · Apply touch up paint on the baler and conveyor where needed. Final Inspection (Day 5) · Final inspection and completion of installation in anticipation of EXCEL commissioning. NOTE: There should be plenty of commodity tons available for each grade of desired material to be baled (at least 30 - 50 tons of each grade- responsibility of Pitkin County). Hydraulic Oil · Oil will be purchased by and scheduled for delivery at 11:00 A.M. the morning of the EXCEL representative's arrival. Commissioning and Training (2-4 Days after installation completion) EXCEL will provide (included at no charge within the scope of this contract) an expert factory trained service technician for at least (2) two (8) eight hour days (a total of 16 hours) at the Pitkin County' site, for machine commissioning and training. Included within the scope of this timespan, the EXCEL representative will complete the following tasks: Commissioning 1) Inspect the machine to ensure that the installation has been completed accord/ng to EXCEL's guidelines. This includes checking all connections (hydraulic and electrical), surveying the machine assembly and component attachment, verifying the machine levelness and determining the overall installation quality. Any required corrections, if any, will be made at that time. 2) Inspect the system oil reservoir for cleanliness and lack of foreign particle matter. Thoroughly clean if necessary. 3) Oversee the filling of the hydraulic reservoir with properly specified oil. 4) Seal oil tank. 5) Test motors for proper rotation-correct rotation if necessary. 6) Test all machine functions in manual (initially), then in automatic. 7) Set and adjust all proximity switches and photoeyes.- 8) Make all other adjustments necessary to ensure that the machine performs per EXCEL's published specifications (while baling material). 9) Fine tune the machine and program the functions for the customer's baling requirements for each grade of intended material (while baling material). 10) Determine proper material/baling modes and set (while baling material). Training EXCEL will provide copies of hydraulic and electrical schematics, as well as complete operator and spare parts manuals for the system. The service technician will use these materials and the machine, as an operating visual aid, to thoroughly educate Pitkin County personnel as to the proper operating procedures, maintenance requirements and repair/troubleshooting procedures for the machine. The following items will be covered, in detail: 1) Machine components will be pointed out and their functions described. 2) The manuals and schematics will be explained so that those present will understand how to use and read them. This will be helpful in "over the phone" troubleshooting with EXCEL service technicians and engineers. 3) The operators panel and its switch and button activated functions will be demonstrated. 4) Machine fault conditions will be explained, along with procedures to correct them. 5) Material selections and photoelectric eye selection will be explained (for Pitkin County's particular facility/material applications). 6) Daily/weekly/monthly/quarterly/yearly maintenance procedures will be explained. 7) Warranty related procedures will be explained, as will repair/service procedures. EXCEL will ensure that Pitkin County personnel are thoroughly comfortable with the operating and maintenance (both PM and repair) procedures for the equipment: EXCEL will require Pitkin County to sign a form indicating the above has been completed. PROJECT INSTALLATION COST The turnkey cost of installation for the EXCEL Ram II Baler and EXCEL Conveyor System is detailed in the pricing section. This price includes all labor, tools, parts, materials, supphes, travel and other related costs specifically mentioned in this agreement. All material is guaranteed to be as specified. All work will be completed in an expert manner, according to standard practice. Exclusions are civil work, site preparation, (conveyor pits, baler foundation, etc.), main electrical runs to disconnect/MCC locations, permits, and applicable local or state taxes, and hydraulic oil. Exclusions in this installation bid, but addressed and itemized in the pricing section are the crane rental, forklift rental and hydraulic oil. Furthermore, this quotation is based upon Pitkin County supplying all site preparation in exact conformance with the final approved engineering drawings. Any delays, work stoppages or equipment modifications necessitated due to improper site preparation will be billed to Pitkin County on a time and material basis. REQUIRED CLAUSES rev. 2/26/02 For purposes of these Required Clauses, "Contractor' means Rose Waste Systems, Inc. Contractor shall be subject to the following provisions: 1. COMPLLANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CONTRACTING LAW A. The Contractor acknowledges that this Agreement is entered into subject to rite requirements of the "Pitkin County Procurement Code (Section 8.5 of tt~e Pitkin County Home Rule Chatter, Ordinance # 00-18, approved April 26, 2000). As such, the Contractor agrees to comply with al/ requirements of said Procurement Code, and such requirements are incorporated herein by this reference. B. The Contractor shall mediately notify the County Manager in writing of any violation of said Code or statutes by the County's employees or agents, which violation(s) is known or should have been known by him, and failure to so notify the County of any violation(s) within five (5) days of lmowledge of such violations shall be considered a breach of this Agreement. Further, such failure to notify the County of violation of the Procurement Code or statutes within five (5) days of knowledge shall be deemed as a waiver of any action or defense that the Contractor may have against the County by reason of such violation of the Procurement Code or statutes. 2. WARRANTIES AGAINST CONTINGENT FEES, GRATUITIES, KICKBACKS AND CONFLICT OF INTEREST A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a conunission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established conm~ercial or selling agencies n~Jnta/ned by the Contractor for the purpose of securing business. B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of Pitldn County a gratuity or any offer of employment in connection with any decision, approval, disapproval, recounnendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procureraent standard, rendering of advice, investigation, audith~g, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to tiffs Agreement, or to any solicitation or proposal therefor. C. Gratuity means a payment, loan, subscription, advance deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. D. Kickbacks Prohibited. It shall be a breach of Agreement for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a conUact to the prime contractor or kigher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. The Contractor is prokibited from inducing, by any means, any person employed under this Agreement to give up any part of the compensation to which he/she is otherw/se entitled. The Contractor shall comply with all applicable local, state and federal "anti- kickback" statutes or regulations. E. Conflict of Interest Prohibited. No official, officer, employee or representative of the County duri~g the term of this Agreement or one (1) year thereafter slm!l have any interest, direct or indirect, in this Contract or the proceeds thereof. (Additional restrictions on present and former employees of County are formd in Article 7 of the Procurement Code). F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and conflict of interest prescribed in tiffs Agreement shall be nmde a condition of and conspicuously set forth in every sub-contract and solicitation therefor. G. Conspicuously means ~titten in such special or distinctive format, print, or manner that a reasonable person against whom it is to operate ought to have noticed it. H. Remedies. In addition to other tamed/es it my have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conllict of interest, the County shall have the right to: (1) Terminate this Agreement without liability by the County; (2) Debar or suspend the offending parties from being a contractor or sub-contractor under County contracts; (3) Deduct from the cuntmct price or consideration, or otherwise recover, the value of anything transferred or received by tile Contractor; and (4) Recover such value from the other offending parties. EQUAL EMPLOY1VIENT OPPORTUNITY AND DISADVANTAGED/M/NORITY/WOMEN BUSINESS ENTERPRISES (DBE/MBE/WBE) A. Pursuant to local, state and/or federal anti-discrimination and affim~ative action programs, contractor shall meet all applicable requirements with respect to employment and subcontracting in cmmection with Disadvantages/Minority/Women individuals and enterprises (DME/MBE/WBE). B. In connection with the execution and administration of this Agreement, and any subcontracts, the Contractor shall not discriminate against any employee or applicant for employment because of race, rehgion, color, sex, national origh~, age, handicap or status as a veteran. C. In com~ection with the performance of tiffs Agreement, the Contractor will cooperate with the County- in meeting the County's commim~ents and goals with regard to the maximum uti/ization of disadvantaged, minority and women business enterprises and will use its best efforts to exmae that such business enterprises shall have the maximun~ practicable oppommity to compete for employment and/or subcontract work if any, under this Agreement. D. The Contractor will furnish all necessary information and repons and will pem~it access to its books, records, and accounts by Pitkin County for purpose of investigation to ascertain compliance with the nondiscritnination/affirmative action provisions of any resultant contract. E. Employment Data and Affim~ative Action Plan. If requested, the Contractor agrees to subntit on an Employment Data Form to be provided by the County, the data showing the utilization of disadvantaged persons, minorities and women by job category within its organization. Where the Contractor has fifty (50) or more employees or it is participating in contracts with the County, which exceed Fifty-Thousand ($50,000.00) Dollars, an Affmnative Action Plan must be submitted to the Cmmty when requested by the County Attorney's Office within ten (10) days after selection. F. Noncomphance. In the event of the Conlractor's noncompliance with the nondiscrintination/ affirmative action provisions of any resultant contrack Pitkin County shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (1) Withholding of payments under the Agreement until the Contractor complies, and/or (2) Cancellation, termination, or suspension of the Agreement, hi whole or in part. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY A. In addition to the fight of cancellation referenced in Paragraph 6 of the Agreement, the performance of work under the Agreement may be terminated by Pitkin County: (1) Whenever the Contractor shall default in performance of this Agreement in accordance with its terms, and fails to cure or show cause why such faiin~e to perform should be excused within ten (10) days (or longer as the County nmy allow or shorter, but not less than three (3) days, for failure to provide proof of insurance or maintenance of any dangerous condition) after hand-delivery, facsimile or mailing to the Contractor of a notice specifying the default as provided in Paragraph 11 of the Agreement. The Contractor shall not be in default by reasons of any failure in performance of this Agreement in accordance with its terms if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to, acts of God, natural disasters, strikes, or freight embargoes, but in every case the failure to perfom~ must be beyond the control and without the fault or neghgence of the Contractor. Upon request of the Cuntmctor, the County shall ascertain the facts and failure, and, if the County slmll detem~e that any failure to perform constituted a valid corrunercial excuse, the performance stroll be revised accordingly and notice of default withdrawn; or (2) B. Notice of Termination. In the event of termination, the County shall deliver to the Contractor a written notice of termination, specifying the reasons therefor, and the effective date of such t~unination. The effective date shall not be earl/er than the date of band-delivery, facsimile or the date of mailing of the notice, as provided in Paragraph t 1 of the Agreement. C. Ternmmtion Procedure. After the effective date of the notice of cancellation, termination for default or for the convenience of the County, unless otherwise directed by the County, the Contractor shall: (1) Stop work under the Agreement on the date specified in the notice of temfination. (2) Place no further orders for materials, services or facilities. (3) Terminate all orders and subcontractors to the extent that they relate to the performance of work terminated by the notice of term~ation. (4) With the approval or ratification of the County, settle all outstanding liabilities and all claims arising out of such termination on orders or subcontracts, the cost of which would be compertsable or reimbursable in whole or in part in accordance with this Agreement. E. Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may negotiate the whole or any part of the antount or amounts to be paid, if any, upon cancellation, termination for default or for the convenience of the County. F. Remedies. The Contractor shall have the fight of appeal from any determination made by the County under "Cancellation or Termination for Default or for Convenience of County;" except that if the Contractor has failed to subnfit his claim within the time provided in Paragraph 4.D., above, and has failed to properly request extension, he shall have no such right of appeal. In any case where the County has made a determination of the amount due under Paragraphs 4.D. or 4.E., above, the County shall pay the Contractor: (1) the amount the County has determined ffthere is no fight to appeal or ff no tiurely appeal has been taken, or (2) the amount finally determined on such appeal if an appeal has been taken. G. Method of Appeal. If the Contractor disagrees with the County's deternfination under Paragraphs 4.D. or 4.E., he can appeal this decision m writing to the County. Such appeal must be made within twenty (20) days of receipt in writing of the County's determination. The County- shall have twenty (20) days in Milch to respond in wr/fing to the appeal. The Com~ty's response shall be final and conclusive unless within thirty (30) days from the date of receipt of such response the Contractor submits the dispute to a court of competent jurisdiction or subntits a demand for mbitration if required by the Contract Documents. 5. iNTEGRATION AND MODIFICATION A. The Agreement constitutes the full and complete agreement of the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, the Contractor understands that unless the contract is for goods or services of a value less than $50,000, no County official or employee, other than the Board of Comity Commissioners acting as a body at a Board meeting, tins authority- to enter into a contract or to modif~, the terms of the Agreement on betmlf of the County. Any such contract or modification to tlfi~ Agreement must be in writing and be executed by the parties hereto. B. With respect to change orders under the AgreemenL the County and the Contractor shall process and approve/disapprove requests for ctmnge orders as otherwise provided In fids Agreement, subject to the requirements of the Procurement Code and the Finance Office. INDEMNITY A. The Contractor (including, by defimtion here and hereinafter, its officials, employees, agents and represea~tatives, subcontractors and suppliers), shall and hereby does release, discharge, indemmfy and hold hamiless the County of Pitkin and its officials, employees, agents and representatives from md against liability for any clam~, demand, loss, damages, penalty, judgment, expenses, co~ (incindmg costs of investigation and defense), fees (including reasonable attorney and expert witness fees) or compensation in any form or kind wt~atsoever for any bodily injmy, death, personal Injmy or property damage arising out of or in connection with any neghgent act, intentional ac[ error or omission by the Contractor, and for any consequential liability alleged to accrue agahut the County on account of the Contractor's acts, errors or omissions; provided, how- ever, that such Indenmity slmll not be construed as an indemnity for bodily injury or property damage arising from the sole negligence of the County or its employees. B. The Conlractor further shall investigate, process, respond to, adjust, provide defense for and defend, pay or settle all cia/ms, demands, or lawsuits related liereto at its sole expense and shall bear al/other costs and expenses related thereto. 7. INSURANCE A. In ,vhole or in part, the Contractor shall secure and ma/ntain for the term of its contractual relationship with the County such insurance pohcies, from compames licensed in the State of Colorado, as will protect itself, the County and others as specified, from claims for bodily injuries, death, persona/injury or property damage, which may arise out of or result from the Contractor's acts, errors or omissions. The following insurm~ce coverage, at or above the 1/mits indicated and including such endorsements as are indicated by an "X", are required: (1) Statutory Workers' Compensation: Colorado statutory minimums (2) Commercial General Liability - ISO 1998 Form or eqnivalent (~P~ah County named additional insured) Each Occurrence Limit $1,000,000.00 General Aggregate Limit $2,000,000.00 Products/Completed Operations Aggregate Limit $2,000,000.00 Comprehensive Form (All risks) to include (place X by applicable provisions]: X Premises/Operations Underground, Ex2~losion & Collapse Hazard X Products/Completed Operations X Contractual Liability X Independent Contractors and Subcontractors X Broad Form Property Damage X Personal Injury (3) Business Auto Coverage: Combined Single Limit Liability (each accident) $1,000,000.00 Coverage to include (place X by applicable provisions]: X Any Auto All Owned Autos Hired Autos Non-Owned Autos Garage Liability (4) Special Coverages (check as appropriate and insert amount): (1) Performance Bond Labor and Material Payment Bond (2) Professional Errors and Omissions (3) Aircraft Liability (4) Owner's Protective (5) Builder's Risk amount of project (6) Boiler and Machinery (7) Loss of Use Insurance (8) Pollution Liability (9) Cringe, including Employee Dishonesty Coverage, or Fidelity Bond PROOF OF INSURANCE SHOULD BE SENT TO: PROCUREMENT OFFICER Pitkin County Resource Recovery C/O Chris Hoofnagle 76 Service Center Road Aspen, Colorado 81611 PROJECT NAME SHOULD BE IDENTIFIED B. To provide evidence of the required insurance coverage's, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the County (through the County Representative) no later than ten (10) calendar days prior to connnencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the CounW is agreed to be a material breach of any contract and grounds for rescission or termination. T~ese Certificates of Insurance shall cantain a provision that coverage afforded under the pohcies will not be canceled or materially altered unless at least thir¢- (30) calendar days prior ~mtten notice by certified ma/l, return receipt requested (effective upon proper mailing), lms been sent to the County (through the County's Risk Department). (For purposes oftlfis provision, "materially altered" shall mean a change affecting the covemge's required herein, including a change to policy lJntits as set out in the then-current pohcy declarations page). Simullaneously with the Certificates of Insurance, the Contractor shall file ~vith the County's Risk Department (and promptly update, as necessary) a certified statement as to claims pending agamst the required coverage's, reserves established on account of such cla/ms, defense costs expended and amounts remaining on policy linfits. C. In addition, these Certificates of Insurance shall contain the following clauses: (1) The clause "other insurance provisions," in a pohcy in wttich the County of Pitkin holds a Certificate, shall not apply to the County of Pitkin. (2) The insawance compan/es issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any prentiun~s or for assessments under any form of policy. (3) Any and all deductibles m the above-described insurance policies shall be asstaned by and be for the an~ount of, and at the sole expense of the Contractor. (4) Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." D. Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this Agreement or thereafter. E. Tile County reserves the right to request and receive a copy of any policy and any policy endorsement. F. Contractor shall cause any Subcontractor of the Contractor to procure and, maintain the minimum insurance overages listed in these Requires Clauses. 8. EXEMPTIONS AND PREFERENCES A. All purchases of construction or building or any other materials for this Agreement shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes m~der registration nunlbers 98-02624 and 84-78000-5K. B. Preference is given, to the extent pemtitted by law, to: materials, supplies and provisions produced, manufactured or grown In Colorado, quality being at least equal to materials, supplies and provisions from outside the state; and to local (Roaring Fork Valley) services and labor of quality at least eq~m/to non-local services and labor. 9. RECORDS The Contractor shall maintain compreliensive, complete and accurate books, records, and documents concerning its performance ~elating to this Agreement for a period of three (3) years after final payment under the Agreement and the County shall have the right within the three (3) year period to inspect and audit these books, records and documents, upon demand, in a reasonable mmmer and at reasonable times, for the purpose of detemfining, by accepted accounting and auditing standards, compliance with a/1 provisions of the Agreement and apphcable la~v. 10. THIRD PARTIES This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party, or parties, except to parties to whom Contractor or County may assign this Agreement in accordance with the specific written permission, any rights to clmm damages or to bring any suit, action or other proceeding agaiust either the Comity or Contractor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. I1. AGREEMENT MADE 1N COLORADO The parties agree that this Agreement was nmde in accordance with the laws of the State of Calomdo and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 12. ATTORNEY'S FEES In the event that legal action is necessary to enforce any of the provisions of ttds Agreement, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 13. GOVERNMENTAL IMMUNITY Contractor agrees and understands that Pitldn County is relying on and does not waive, by any provision of this Agreement, the monetary limitations or terms (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Inununity Act, 24-10-101, et. seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing in these Required Clause or the Agreement shall be coustrued or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. 14. CURRENT YEAR OBLIGATIONS The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this Agreement are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the Agreement shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitldn County. No provision of the Agreement shall be construed or interpreted as creating a mnldple-fiscal year direct or indkect debt or other fmancial obligation of Pitkin County within the meamng of any constitutional or statutory debt limitation. This Agreement shall not directly or indirectly obligate Pi/kin County to make any payments beyond those appropriated for Pitkin Com~ty's then current fiscal year. No provisions of this Agreement shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this agreement restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money.