HomeMy Public PortalAbout2018-16a Approving a second amendment to AshBritt, LLCRE SOLUTION NO. 2018-16a
A RE SOLUTION OF THE VILLAGE COUN CIL OF THE
V IL L A G E O F KE Y B I S C A Y N E , F L O RI D A , A P P R O V IN G A
S E C O N D A M E N D M E N T T O C O N T RA C T B E T W E E N T H E
V IL L A G E O F KE Y B IS C A Y N E A N D A S H B RI T T , IN C . F O R
E M E R G E N C Y D IS A S T E R D E B RI S R E M O V A L A N D
RE S P O N S E S E R V IC E S ; P R O V ID IN G F O R
A U T H O RI Z A T I O N ; A N D P R O V ID IN G F O R A N
E F F E C T IV E D A T E
W H E RE A S , on May 12, 2017, the Village of Key Biscayne ("Village") issued a Request
for Proposals ("RFP No. 2017-05-12-DR") for Emergency Disaster Debris Removal and
Emergency Response Services to select a contractor for the removal and disposal of storm-
generated debris within the Village ("Project"); and
WHEREAS, on June 12, 2017, the Village Council awarded and authorized the
execution of a contract for the Project with Ashbritt, Inc. ("Ashbritt"), which contract was
executed on August 31, 2017 (the "Contract"); and
WHEREAS, the Village and Ashbritt entered into a First Amendment to the Contract in
September, 2017; and
WHEREAS, the Village desires to further amend the Contract to provide for additional
performance standards as set forth in the Second Amendment to Contract attached hereto as
Exhibit "A" (the "Second Amendment"); and
WHEREAS, the Village Council finds that this Resolution is in the best interest and
welfare of the citizens of the Village.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS:
Section 1. Recitals. Each of the above-stated recitals are hereby adopted, confirmed,
and incorporated herein.
S e c tio n 2 .
with Ashbritt.
Section 3.
Approval. The Village Council hereby approves the Second Amendment
Authorization. The Village Council hereby authorizes the Village
Manager to execute the Second Amendment with Ashbritt, in substantially the form attached
hereto as Exhibit "A," subject to approval by the Village Attorney as to form, content, and legal
sufficiency, and to take any action which is reasonably necessary to implement the purpose of
this Resolution.
Section 4. Effective Date. This Resolution shall be effective immediately upon
adoption.
PASSED and ADOPTED this 24th day of April, 2018.
2
SECOND AME NDME NT TO CONTRA CT
BETWE EN
THE VILLAGE OF KE Y BISCAYN E
AND
ASHBRITT, INC.
FOR
DISASTER RECOVERY SERVICES
THIS SECOND AMEND ME NT to Contract (the "Second Amendment") is made and
entered into as ofthis~day of (2,eu/ , 2018, by and between the Village
of Key Biscayne, a Florida municipal corporation (the "Village"), and AshBritt, Inc., a Florida
corporation (the "Contractor"), coJlectively referred to as the "Parties."
WITNESSETH:
WHERE AS, the Village and the Contractor entered into a Pre-Event Contract for
Disaster Recovery Services ( the "Contract") dated August 31, 2017; and
WHERE AS, in September, 2017, the Parties entered into a First Amendment to Contract
(the "First Amendment"); and
WHE RE AS, the circumstances that led to the First Amendment have concluded and the
Parties. have agreed that the terms of the First Amendment are no longer applicable to the
Contract and therefore the First Amendment should be rendered null and void; and
WHE RE AS, the Parties desire to amend the Contract to provide for additional
performance standards as set forth herein.
NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in consideration of the mutual covenants and agreements
hereinafter set forth, the Village and Contractor agree as follows: 1
1. The above recitals are true and correct, and are hereby incorporated by reference.
2. Any capitalized term not otherwise defined herein, shall have the meaning
ascribed thereto in the Contract.
3. The First Amendment has been terminated and all provisions contained therein
are hereby rendered null and void.
1 Additions to the text are shown in underline. Deletions from the text are shown in ~~1.
Second Amendment to Contract
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4. Amendment of Section 4.3 of the Contract. Section 4.3 of the Contract is
am ended as follows:
4.3 Time to Complete:
The Contractor shall complete all directed work as set out in Section 1.0 of this
Contract in the timeframe(s) provided in th e Notice to Prooeed and/or work
authorization issued by the V ill a1e Manager. T he Vill g e Manager m QY extend
the time to complete directed work. withitt 180 ·.wrkieg says fi:em eeli•tery ef the
NMiee te PreeeeEI ead ia aeeefflanee with Seetien 6.8 ef this Contraet t1Hless
eMteMed ey the V ill age. However, in no case shall the work be completed beyond
l 80 day s from any mm licable federal declaration of a state of emergency, unless
extended by the Villa&e Manager.
The Contractor shal l be responsible for removal of all Debris up to the point
where remaining debris can only be described as storm litter, and additional
collection can only be accomplished by the use of han d labor.
5. Amendment of Section S.6 of the Contract. Section 5.6 of the Contract is
am.ended as follows:
5.6 Other Contractor(s):
The Contractor shall acknowledge the presence of other Contractors involved
in disaster response and recovery activities by the federal, state and local
government and of any private utility, and sha ll not interfere with their work.
Villa ge shall have the right to fte t, ho•ue-.ier, contract with any other Contractor
or subcontractor for the contracted services or Additional Support Services
provided herein, anless the Gte,Pfteter eonsents in writing.
6. Am endment of Section 5.7 of the Contract. Section 5.7 of the Contract is
am ended as follows:
5. 7 Ownership of Debris:
All debris actually collected by the Contractor pursuant to a Notice to Proceed
an d/or work auth orizat ion sha ll become the property of the Contractor for
removal and lawful disposal. The Debris wil l consist of, but not be limi ted to
vegetati ve, constru ction and demolition, white goods and household solid waste.
7. Amendment of Section 6.3 of the Contract. Section 6.3 of the Contrac t is
amended as follows:
6.3 Minimum Amount and Operation of Equipment:
The Contractor shall provide a minimum of 1 O trucks to respond to a disast:er
event. The type of trucks shall be selected by the Vill a1e Manager at the time of
issuanc e of a Notic e to Procee d. In addition, the Vill ap Manager m ay increase or
decrease the m inimum numb er of trucks UJ>on mutual agreement at the time of
issu~ce of a Notice to Proceed and/OJ work authorization to correspond to a·n
Second Amendment to Contract
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event activation. The Contractor shall operate all trucks, trailers and all other
equipment in compliance with any/all ap plicable federal, state and local laws,
rules and regulations. Equipment shall be in good working condition. All loading
equipment shall be operated from the road , street or ROW using buckets and/or
boom and grapple devices to collect an d load Debris. No equipment shall be
allowed behind the curb or outside of the public ROW unless otherwi se dir ected
by the Village. Should operation of equipment be required outside of the public
ROW, the Village will provide a Right-of-Entry Agreement, as set out in Section
6.1 of this Contract
8. Amendment of Section 15.0 of the Contract. Section 15.0 of the Contract is
amended as follows:
15.0 Entire Agreement/Modification/Amendment
15.1 This writing contains the entir e Agreement of the parti es and superced es any
prior oral or written representations . No representations were made or relied upon
by either party , other than those that are expressly set forth herein. The Village's
Request for Proposals No. 2017-05-12 (the "RF P"), including the Super Cii·cular
Law & Ai1pendices, and the Contractor's Response to the RF P ar e specifically
incorporated herein.
15.2 No agent, employee, or other representative of either party is empowered to
modify or am end the term s of the Agreement, unl ess executed with the sam e
form ality as this docum ent.
15.3 Contractor represents that it is an entity validly existi ng an d in good
stan din g under the laws of Florida. The execution, delivery and performance of
this Agreement by Contractor have been duly authorized , and this Agreement is
binding on Contractor an d enforceable agains t Contractor in acco rdance with
its terms . No consent of any other person or entity to such execution, delivery an d
perform ance is required.
9. Amendment of Section 20.0 of the Contract. Section 20.0 of the Contract is
am ended as follows:
20.0 Liquidated Damage,Remedics:
The Villaee and Contractor agree that the parties may, without limitation, seek
and pursue any and all rights an d remedies available for breach of this Contra&t.
Sho\ile the Ceet:raeter fail te eemplete requirements set fet1h in this seape ef
't't'Ofk, ike Villap will seffer eomage. The &fflO\iAt ef dtlfflage s1:1ffered hy the
ViUage is diffie,dt, if aot imf)essiele te determine et this dme. TherefeFe, the
Centmefe• shell pay the. Village, as littuidated dam ages, the felle•.•Ang:
Second Amendment to Contract
between the Village of Key Biscayne and Ashbritt, Inc. for Disaster Recovery Services
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~Gal.I T he CentN ete t" shell J:'&y the Village , es JiquidateEI EiaFAages, $50Q per
eoleRElar Elay ef Elelay tt> m eeilize if, dte V ill age •;.ihh tke reseurees i:e quiree to
begin dehris rem ow l opera tiens, f+•.iithift s01+1eftty twe (72) hottrs of being issaed
N otiee to Preeeetl.
~ T he Cont ,aetot" shell pay the Vill age . as liqaiaate d dam age s, $SQO per
lead of disa st er dellfis eelleete a ift the V illage that is not disposes ef at a Vill age
ap pr,e veEI O M S or V ill age ap pro •.1ed Pieal D isposal Site an El/e r eay eoseei ated
fi Hes le>.iieEi by e thiffi pet=ty . t" .. pplietu iGfl of liqttiElat ed dam age d does Aet Fe lease
the C olitfta ete F of all liaeili ty ass eeiete a w ith kaa ling atte ae posi ting m ate riel to
an u,um thoriEe a leeat ien.
20.1.~ Th e Coatraeter sh all pay the V ill age , as liquiElate EI dam age s, $500 per
iRei dent ·.vhere the CeetN eter fa ils to repah· Elam a-g es that &Fe e&HS ed by the
Contre ete r or suheent t·aet or(s). A r,plicatie n &f liEtttida teEI dam age s does not
release the ContN ete r tre m the res peAsihili ty of1·es el11ing er re f)airing damages.
T he ame 1:1ats ~eaifiea eho•.te ere nu1tually agre eEl Hpott 89 rease naele aBEl JH'OJ'ef
amol:lllt of ElllRlage the Village she ttld sufrer hy fa ilure of the Ce ntN eter to
eom 1=1 lete re~uirem eats set fo rth ie the seope ef •.¥ol'k.
10. A ddition of Section 26.0 to the Contract. The Contract is amended to add
Section 26.0 as follows:
26.0 B on ding
The C ont racto r shal l furni sh to the Vill age, within 72 hours of the issuance of a
Notice to Proceed. a Performance and Pnyment Bond executed by the
C ontracto r. and surety com pany authorize d to do business in th e State of Florida,
in an am oun t equal to the value established (incl uding any contingency amounts)
wi thin an issued No tice to Proceed and/or work authoriza tion, which bond shall
be conditioned upon;
(i) the successful completion of all work, labor. services, materials to be
pro vided an d furnished;
(ii) the paym ent of all subcontractors. materiais and labqrers; and
(iii)paying V ill a1c ail loss, dam ages , expenses. costs. and attorney's fees.
including appellate proceedings, that V ill a1e sustains because of a default
by C ontract or under the A gre em ent.
If the value of the contrac ted work increases. the C ontra ct or shall be required to
pro vide an updated Performance and Payment Bond in an am ount equal to the
new yal ue. The V ill aae w ill only accept a Perfonnance and Paym ent bond issued
by a firm with an A .M . Best rating of "A-', (Excellent) or better. The Contraetor
Second Amendment to Contract
between the Village of Key Biscayne and Ashbritt, Inc. for Disaster Recovery Services
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shall provide a letter from Contractor9s bonding company that verifies
Contractor can comply with this reguirement and is capable of having a bond
issued in an amount equal to or exceeding $ I 0.000,000.00.
Contractor's failure to provide and maintain the payment and performance bond
reguired by this Contract shall be grounds (or termination, and Contractor shall
be liable for all losses, damages, costs and expenses associated with the failure to
maintain the required bond.
11. In the event of any conflict between this Second Amendment and the Contract,
the terms of this Second Amendment shall prevail and govern.
12. All other terms, covenants, and conditions of the Contract not otherwise amended
are hereby confirmed and ratified.
13. This Second Amendment may be executed in any number of counterparts, each of
which, when executed and delivered, shall be an original, but such counterparts shall together
constitute one and the same instrument. A facsimile copy of this Second Amendment and any
signatures herein shall be considered for all purposes as originals.
[THIS SPACE INTENTIONALLY LEFT BLANK)
Second Amendment to Contract
between the Vi11age of Key Biscayne and Ashbritt, Inc. for Disaster Recovery Services
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IN WI TNE S S WH E RE O F , th e p art ie s h e r e to ha v e m a d e an d e x e c u te d thi s S e c o n d
Am e n d m e n t o n th e r e sp e c tiv e d ate s un d er e ac h s ign atur e .
V ill a g e o f Key Biscayne, through its Village Manager, who is authorized to execute this
Amendment and AshBritt, Inc. who is authorized to execute same, through John Noble, COO.
Villa e of Key Bisca ne, FL
'
Attest:
AshBritt, Inc.
Qhicf Opcrnti,t>fficc1· ~2,.. v,u. f(U.rJP ~
Date: _:t/..uJ.:ld2.~•.y,IJ------
Attest:
itrress ,/ J
Print Name: .$..ELl-f £>&Kt--(//AJJ
Second Amendment to Contract
between the Village of Key Biscayne and Ashbritt, Inc. for Disaster Recovery Services
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