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HomeMy WebLinkAboutTrinity Transportation, Inc ~v'"`""~, RESOLUTION 2007-558 ~~a ADOPTED DOC ID: 2979 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2007-558 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 19, 2007: RESOLVED that the Town Board of the Town of Southold hereby accepts the bid of Trinity Transportation Corp to supply the town with MSW Transportation and Disposal services as detailed in the Town of Southold Bidders' Solcitation for Solid Waste Haul and Disposal Services of Mav of 2007 in the Evaluation Unit Bid Price amount of $ $78.11 per ton. It is further RESOLVED that the Town Board of the Town of Southold hereby authorizes Supervisor Scott A. Russell to execute a contract with Trinity Transportation Services, Inc. for the provision of such MSW Transportation and Disposal Services, subject to the review and approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED (UNANIMOUS] MOVER: Daniel C. Ross, Councilman SECONDER: William P. Edwards, Councilman AYES: Krupski Jr., Edwards, Ross, Wickham, Evans, Russell CONTRACTUAL AGREEMENT Between TRINITY TRANSPORTATION, INC. And TOWN OF SOUTHOLD RE: Transport and Disposal of Municipal Solid Waste from the Southold "town Transfer Station For the period NLY I, 2007 -JUNE 30, 2009 As per RESOLUTION of the Town Board of the Town of Southold # 2007 - 558 of June 19, 2007 THIS AGREEMENT, made on the d f1 d day of IJ t --10 ~ ,20Q!l, by and between the Town of South old, a municipal corporation of the Stak of New York having its Principal place of business at 53095 Main Road Southold, New York hereinafter called the "Town" and Trinity Transportation, Inc., hereinafter called the "Contractor." WITNESSETH WHEREAS, Contractor has submitted to the Town a bid dated June 11,2007 (p. 42 of "Bidders Solicitation"), ("Bid") in response to the Town's Bid Solicitation for Solid Waste Hauling-Disposal Services dated May, 2007, ("Solicitation"); and WHEREAS, the Town Board ofthe Town of South old by resoluticn No. 2007-558 adopted on June 19, 2007 authorizes the Town Supervisor to enter into an agreement with the Contractor to perform certain services in connection with the handling of solid waste, NOW, THEREFORE, it is mutually covenanted and agreed by and between the parties hereto as follows: 1. DEFINITIONS - Terms defined in the Bid Solicitation shall have the same meaning as if defined herein. II. SCOPE OF SERVICES - The Contractor shall perform the services in accordance with the description of those services as set forth in the Solicitation. III. TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2007, with the potential for three (3) additional option vears. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice ofthis mutual consent to be expressed by the parties in writing not less than one-hundred eighty (180) days prior to the expiration of the term in force (i.e., by January 1, 2009, January I, 2010, and January 1,2011). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to terminate the Agreement at any time after Year Two (i.e., after June 30, 2009) of the Agreement for the purpose of entering into an inter- municipal solid waste haul/disposal Agreement with another Long Island lawn by giving one- hundred eighty (180) days written notice to the Contractor. C-I IV. PRICE SCHEDULE/COMPENSATION The unit bid price schedule for the services to be furnished icy Contractor is found in Section C - 3.1, 3.2, Contractor's bid which is incorporated into this Agreement. V. PAYMENTS A. The Contractor shall receive monthly payments for services performed during the prior calendar month. The Contractor shall submit a request for payment on a Town approved voucher form along with Contractor's invoice which shall include a daily summary of tonnage hauled by Contractor to a Disposal Site and disposed by Contractor at a Disposal Site as applicable, Such payments shall be made within sixty (601 days of the Town's approval of Contractor's invoice. The Town shall be entitled to deduct from any payment owning to Contractor any sums expended by the Town to cure any default or other Agreement non-compliance by Contractor or to protect the Town from loss on accoun~ of claims filed or reasonably anticipated to be filed. VL CONTRACTOR'S WARRANTIES AND REPRESENTATIONS Contractor makes the following warranties and representations: A. Contractor represents that the Town has made no conunitment under this Agreement with respect to the volume solid waste to be handled by Contractor during the team of this Agreement. B. Contractor warrants that Contractor shall comply with all federal, state and local laws, ordinances regulations applicable to ail of the services to be performed Contractor. C. Contractor represents that the information furnished by Contractor in the equipment schedules included in the bid is accurate and complete and Contractor acknowledges that Town has relied upon the accuracy and completeness of that information in the selection of Contractor as the lowest responsible bidder. D. The Contractor represents that Contractor shall utilize its best efforts to insure that Minority and Women Owned Businesses (MBE's and WBE's) have the opportunity to participate as subcontractors under this Agreement. In the event the contractor subcontracts twenty-five percent (25%) or more of its work hereunder, Contractor shall submit to the Town an and a WBE Utilization Plan, prior to execution of this Agreement, C-2 E. In the event the Contractor's Disposal Site is unable to receive and dispose of the Town's waste for any reason (including failure to obtain or maintain necessary permits or licenses), Contractor shall be responsible for providing to the Town an alternate Disposal Site for the Town's use at no additional cost to the Town, and shall indemnify the "['own against any additional hauling cost by the Town or its agent because of the location of the alternate Disposal Site. Under no circumstances shall a change in Disposal Site(s) or failure or inability to obtain or maintain necessary permits by the Contractor be considered a change in conditions. In the event the Contractor is unable to find an alternate Disposal Site(s), he shall he deemed to be in default of this Agreement and liable for damages, bond forfeitures and other expenses as provided in the Agreement. F. INDEMNIFCATION INSI JRANCEBONDS a. Contractor agrees to defend, indemnify and save harmless the Town of Southold against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorney's fees and expenses ofwhat ever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the Contractor curying oul or performing under the terms of this Agreement, or failure to carry out any of the provisions, duties, services or requirements of this Agreement, whether such losses and damages are suffered or sustained by the Town directly or by its employees, licenses, agents, engineers, citizens or by other persons or corporations, including any of Contractor's employees or agents who may seek to hold the Town liable therefore. This obligation shall be ongoing, shall survive the term of this Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments, Tlie Contractor shall join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's rights hereunder, including all appeals which, in the opinion of the Town, may be necessary. b. Contractor shall procure and maintain the insurance described in Section A of the Solicitation for a period commencing on the date of this Agreement and terminating no earlier than one year following termination of services under this Agreement. All such insurance coverage shall name the Town as an additional insured and shall provide that the coverage shall C-3 not be changed or canceled until thirty (30) days written notice has been given to the Town. All such insurance shall be issued by a company duly authorized, to transact business in the State of New York and acceptable to the Town and shall include all riders and additional coverage accessary to insure that Contractor will be financially able to meet its obligations under the foregoing indemnification. c. Contractor shall, for the period of the performance of services hereunder, maintain a Performance Bond in the amount of one million ($1,000,000.00) dollars wherein named obligee is Town of Southold. The Bond shall be in a form acceptable to the Town Attorney and issued by a surety licensed to do business in New York as a surety. G. FORCE MAJELTRE If either party is delayed or prevented from fulfilling any of its obligations under this Agreement due to any act, event or condition, whether affecting the Town, the Contractor, the Disposal Site or any of the Town's or the Contractor's respective subcontractors or suppliers, to the extent that it materially and adversely affects the ability of either party to perform any obligation hereunder (except for payment obligations), and if such act, event or condition is beyond the reasonable control and is not also the result of the willful or negligent action, inaction, or fault of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement, the time for fulfilling that obligation shall be extended day-by-day for the period of the uncontrollable circumstance; provided, however, that the contesting in good faith or the failure in good faith to contest such action or in action shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Subject to the foregoing, such acts or events shall include the following: (1) an act of God (but not including reasonable anticipated weather conditions for the geographic area of the Town or Disposal Site) hurricane, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance; C-4 (2) the failure of any appropriate federal, state, county, town or local public agency or private utility having Jurisdiction in the areas in which the Transfer Station or Disposal Site is located to provide and maintain utilities, services, water and sewer lines and power transmission lines which are required for the operation or maintenance of the Transfer Station or Disposal Site; (3) governmental pre-emption of materials or services in connection with a public emergency or any condemnation or other taking by eminent domain of an}' portion of the transfer Station or Disposal Site; and (4) the presence of hazardous waste upon, beneath or migrating from the Transfer Station. It is specifically understood that none of the following acts or conditions shall constitute uncontroilable circumstances: (a) general economic conditions, interest or inflation rates, or currency fluctuations; (b) the financial condition of the Town, the Contractor, any of its affiliates or any sub-contractor; (c) union work rules, requirements or demands which have the effect of increasing the number of employees employed otherwise increase the cost to the Contractor of operating its haul operation or the Disposal Site (d) equipment failure; (e) any impact of prevailing wage law, customs practices on the Contractor's costs; (f) any act, event or circumstances occurring outside of the United States, or (g) any change in law or in the permit conditions or status of the Transfer Station Disposal Site or alternate Disposal Site. H. SUBONTRACTS Contractor shall not enter into any subcontracts in connection with the services to he performed by Contractor hereunder without the prior written approval by the town of such subcontracts. All such subcontracts shall make express reference to the terms and conditions of this agreement and shall obligate the subcontractor to comply with all applicable federal, state and local laws, ordinances or regulations relating to the services to be performed under the subcontract. In the event the subcontractor is required to furnish any insurance or bonds for the benefit of Contractor, the Town shall also be named as an additional insured or obliges. X. PREVAILING WAGE RATES Contractor agrees to comply with the provisions of the New York State Labor Law relating to the payment of prevailing wage rates to the extent applicable, or the applicable C-5 State Law in the state of disposal. In the event that at any time during performance under this Agreement the Contractor is required to increase the wages paid to any of its employees as a result of such requirement, all costs be borne exclusively by Contractor. X1. FORCED ACCOUNTING In the event the Town directs the Contractor, by written authorization signed either by the Town Supervisor or Town's Solid Waste Coordinator, to perform additional services beyond the scope of those described in this Agreement, the Contractor shall be compensated for such additional services on the following basis: TOTAL COMPENSATION FOR ADDITIONAL SERVICCS = DIRECT LABOR COST + DIRECT MATERIAL COST + OVERIiEADp + PROFIT For the purposes of this Section: A. DIRECT LABOR COST shall include hourly wages, including overtime premiums actually paid plus the following fringe benefits-associated with those wages -group medical, group life insurance, pensions, FICA, uniforms, safety equipment or special tools. These fringe benefits shall be separately identified a~~d shall not duplicate binge benefits paid in connection with work performed within the scope off the Agreement. B. DIRECT MATERIAL COST shall be those costs actually paid by Contractor for materials utilized by Contractor in performance of the additional services. T'he costs for such materials shall not include sales tax for any materials which constitute personal property incorporated into the structures, buildings, or real property of the Town since such personal property is exempt from taxation York State Tax Law, under Section 1115 of the New York State Tax Law. C. OVERHEAD shall be 10% of the total of the Direct Labor Costs and the Direct Material Costs, D. PROFITS shall be 5% of the total of the Direct Labor Costs, the Direct Material Costs and the Overhead. XII. CONTRACTOR'S OPERATIONS AND PROCEDURES REPORTS Contractor will provide the operating plan and supporting data listed in Sections A and B of the Solicitation to the Town for review and acceptance. Contr~ictor will update the plan as necessazy and furnish copies of those updates to the Town. C-6 xIII. DEFAULT Tn the event the Contractor fails co' perform its obligations under the Agreement, the Town may terminate the Agreement, procure the services from other sources and hold the Contractor responsible for any costs incurred. T'his'I'own also may deduct such costs from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to fenninate the Agreement for just cause. XIV. SERVICE AGREEMENT The Contractor shall be obligated fo provide the Town with disposal services without regard to the permit status of its Disposal Site. In the even[ that Contractor submits a Bid for a Disposal Site for which Contractor does not currently have all necessary federal and state permits, or which after the acceptance of the Bid loses its permitted status, Contractor shall, at its sole risk and expense, be responsible for obtainiug and/or renewing its permits or providing the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. The parties agree that this is a full service Agreement and failure of the Contractor to provide the identified Disposal Sits or acceptable alternative Disposal Site, on or after the commencement date shall constitute a breach of this Agreement. The Contractor accordingly shall not be excused from its obligations hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. XV. LIMITATION OF FUNDS The Contractor agrees that this Agreement shall be deemed executory only to the extant of the funds currently available for the purposes of this Agreement and that the Town incurs no liability beyond those available by authorization of the Town Board as of the date of this Agreement. XVL DISPUTES/ARBITRATION Any disputes between the parties to this Agreement maybe referred to arbitration by mutual agreement of the parties. Absent such an agreement, any actions or claims by either party hereto shall be commenced in Supreme Court, Suffolk County, New York. In the event the parties agree to arbitrate a dispute, such arbitration shall be conducted in accordance with the rules of the American-Arbitration Association. In no event shall any demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitations. An award rendered by arbitrators following any such arbitration shall be final and C-7 Judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. XVll. MISCELLANEOUS A. This Agreement shall be governed by the laws of the State of New York. B. Contractor shall not assign, convey or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the Town. C. 'Phis Agreement, including all Exhibits and documents referred to herein, along with the Specifications, Solicitation and the Bid, and all Appendices and Exhibits thereto, represent the entire agreement between the Town and Contractor relating to the Services to be performed hereunder. This Agreement maybe modified only by written agreement of Contractor and the Town. D. To the extent of any inconsistency among the documents constituting the agreement of the parties, the priority among those documents shall be: 1. This Agreement; 2. Exhibits hereto; 3. The Solicitation including Appendices; 4. Contractor's Bid. E. Without limiting any other right and/or remedy which the Town may have at law or under this Agreement, if the Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors or s receiver is appointed for the Contractor or any insolvency arrangement proceedings are instituted by or against the Contractor, the Town may terminate this Agreement. P. Contractor agrees that it will conduct itself consistent with its status, said status being that of an independent contractor and, Contractor, its employees or agents will neither held themselves out nor claim to be an officer or employee of the Town of Southold nor make claim to any right accruing thereto including, but not limited to, Worker's Compensation, Unemployment Benefits, Social Security or retirement membership or credit. G. If any provision of this Agreement shall for any reason he held to be invalid or unenforceable, the invalidity or unenforceability ofsuch provision shall not affect any of the remaining provisions of this Agreement and this Agreement shall be enforced as if such invalid and unenforceable provision had not been contained herein. H. Contractor agrees that it shall not discriminate and that it shall cause there C-8 . , to be no discrimination against any employee who is employee in the work, or against any applicant for such employment, because of race, religion, color, sex, age, marital status, handicap or national origin in any manner prohibited by the laws ofthe United States or ofthe State of New York. These requirements shall include, but not be limited to, the following: employment; upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of payor other forms of compensation; and selection for training. XVIII. NOTICES All notices required to be given hereunder shall be made in writing by first class mail addressed as follows: If to the Town: Supervisor of the Town of Southold Town Hall 53095 Main Road Southold, New York 11971 With a copy to: Solid Waste Coordinator Town of South old 53095 Main Road Southold, NY 11971 If to the Contractor: Secretary Trinity Transportation Corp. 214 Blydenburgh Rd. Islandia, NY 11749 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. B~ To;t;4!~ Scott A. Russell, Supervisor Town of South old :1rt)ftN.INC ~ature) A1"t1 el tl ); "" r1'1feD (print) Stet'-{ , Title: Date: 4-r/ ~~ :z007 Date:_IO_ J-'C 1 C-9