Boiler Tube Replacement - Energy Recovery Facility

Transcription

1 LEGAL NOTICE August 30, 2012 Sealed Bids will be received by the Oswego County Purchasing Department, 46 East Bridge Street, Oswego, NY until 2:00 p.m., Tuesday, September 18, 2012 for: Boiler Tube Replacement - Energy Recovery Facility Specifications are available at the Purchasing Department at the above address Monday through Friday, 9:00 am to 5:00 pm. and online at Bids will be publicly opened and read aloud at the Purchasing Department at the above date, time and place. A Bid Security is a part of the bidding requirements and may be satisfied by a Bid Bond or Certified Check in the amount of 5% of the total Base Bid. A Performance Bond and Labor and Material Payment Bond are a part of the Contract Documents and will be required to be furnished by the successful bidder in the amount of 100% of the Contract. Attention is called to the provisions for Equal Employment Opportunity, and payment of not less than the minimum salaries and wages in accordance with the applicable provision of the Labor Law of the State of New York must be paid on this project. The County of Oswego reserves the right to reject any or all Bids or to waive any informalities in the bidding. No bid shall be withdrawn for a period of 45 days subsequent to the opening of the Bids without the consent of the County of Oswego. Fred Maxon Purchasing Director 1

2 SECTION 1 - GENERAL CONDITIONS Award It is understood and agreed that in case there is a question of interpretation in the specifications incorporated herein, the County does expressly have the right to determine the meaning and shall control the decision and said decision shall be in every case binding and final. The right is reserved by the County to waive any irregularities or informalities in any bid, to reject any or all bids, to award the contract to one vendor or portions to more than one vendor, to readvertise for bids if desired, and to accept the bid which, in the judgment of the County, is deemed the most advantageous for the public and the County. Any bid that is incomplete, conditional, obscure, or which contains additions not called for, or irregularities of any kind, including unbalanced bids, may be cause for rejection. An unbalanced bid is defined as one in which the amount proposed for one or more separate items is substantially out of line with current market prices for the services rendered. In the event of default of the successful Vendor, or Vendor s refusal to enter into an agreement with the County, the County reserves the right to accept the bid of another applicant without necessity to re-advertise. Pricing All prices and discounts are to be quoted firm against increase on an F.O.B. destination, freight prepaid basis, unless otherwise indicated. Deviations These specifications are deemed to be minimum standard for the purpose for which the equipment and/or material is to be used. Points of variance from these specifications shall be clearly defined by the bidder. Specifications Discrepancy Should a bidder find a discrepancy in, or omissions from the specifications, requirements for contract, or bid proposal form, or should he be in doubt as to their meaning, he shall at once notify in writing the Purchasing Director, who will send written instructions to all bidders. All such addenda shall become a part of the contract and all bidders shall be bound by such addenda, whether or not received by the bidders. The County will not be responsible for any oral instructions. Brand Names Specifications and/or brand names of a certain manufacturer may be quoted in this bid. This is not to be construed as limiting the competition. Proposals by manufacturers and distributors of other equipment that equals or exceeds the performance of the specified item will be given full consideration. Approval of equivalents is solely at the discretion of the County. Conditions of Contract The bidder hereby understands and agrees that no plea of ignorance relating to any data, conditions, policies or requirements of the County or its Purchasing Department that may exist or that may reasonably be encountered pursuant to this contract will be accepted as a result of failure or omission on the part of the bidder to fulfill in every respect all the circumstances as a basis for any type of claim whatsoever for extra charges, for start up costs, or for the rendering of proper service hereunder. Further said claims for charges shall be without prejudice to the County or its Purchasing Department not honored by said County or Purchasing Department. 2

3 The parties hereto understand and agree that each and every provision of Law or clause required by Law to be inserted in this contract shall be deemed to have been inserted herein, and if through mistake or inadvertence, such provision is not inserted said clause shall be deemed to have been inserted and shall have full force and effect of Law. The parties hereto expressly agree that if any provision, sentence, clause or part thereof in this agreement or within any specifications or plans made a part hereof is held by proper authority to be unconstitutional, illegal, or invalid, such findings shall neither affect nor impair such provision(s), sentence(s), or clause(s) which remain. Except for so much that is held to be unconstitutional, illegal or invalid this agreement shall remain in full force and effect. This specification as well as any contract, plans, drawings, exhibits or schedules to which it is attached and made a part of constitutes the entire agreement and understanding between the parties hereto and shall be binding upon each party and their successors. Any additions, changes or deviations to or from said specifications, contracts, plans, drawings, exhibits, or schedules will invalidate the agreement between the parties in its entirety unless in every case such changes shall be previously agreed upon by the parties hereto in consideration of all applicable legislation. It shall be understood by and between the parties that this agreement shall be deemed executory to the extent of the moneys available to the County for said purposed and no liability on account thereof shall be incurred by the County beyond moneys available for said purposes. End of Section 1 3

4 SECTION 2: CONDITIONS SPECIFIC TO THIS BID Sealed Bids will be received by the Oswego County Purchasing Department, 46 East Bridge Street, Oswego, NY until 2:00 p.m., Tuesday, September 18, Applicants shall submit a signed original bid and (1) one copy in a sealed envelope indicating the company s name and bid title: Bid #40-12 Boiler Tube Replacement Energy Recovery Facility The County may consider informal any bid not prepared and submitted in accordance with the provisions hereof, and may waive any informality or reject any or all bids. Any bid may be withdrawn prior to the scheduled time for the opening of bids or authorized postponement thereof. Any bid received after the time and date specified will not be considered and will be returned unopened. Statement of Work The County of Oswego is seeking bids to furnish all labor, equipment and materials necessary to remove existing boiler tubes and install 220 new boiler tubes each in two (2) A.B.C.O. Heat Recovery Steam Generators (HRSG), at the Oswego County Energy Recovery Facility (ERF), located at 2801 State Route 481, Fulton, NY Vendor s Responsibilities It is the Vendor s responsibility to meet the entire intent of these specifications. Vendors shall carefully examine the terms of this document and shall judge for themselves all the circumstances and conditions affecting their bid. Failure on the part of any Vendor to make such examination and to investigate thoroughly shall not be grounds for any declaration that the Vendor did not understand the terms and conditions herein. The County of Oswego shall not be liable for any costs associated with the preparation or transmittal of the bid response. It is the responsibility of each Vendor to: (A) Examine the bid documents thoroughly; (B) Consider federal, state and local laws and regulations that may affect the bid; (C) Study and carefully correlate Vendor s observations with the bid document; (D) Visit the site to become familiar with local conditions that may affect the bid. Site visit is mandatory. Bidders should call Frank Visser at the number below to schedule a site visit. Notwithstanding the details presented in these specifications, it is the responsibility of the vendor to verify the completeness of the materials and the suitability of the devices to meet the intent of these specifications. Communications Communications with the County shall be solely through the Oswego County Purchasing Department and the Oswego County Energy Recovery Facility, as indicated below. Vendors are specifically directed not to contact any other County officials or employees in any fashion regarding this bid without prior approval from the Purchasing Department. Unauthorized communications may result in the rejection of the bid. General questions regarding bid process: Site Visit/Specifications/Technical Questions: 4

5 General questions regarding bid process: Fred Maxon, Purchasing Director 46 East Bridge Street Oswego, NY (315) Site Visit/Specifications/Technical Questions: Frank Visser, Director of Solid Waste 2801 St. Route 481 Fulton, NY (315) Prevailing Wages Rates PRC#: New York State Department of Labor Wage Rates and Supplements will be in effect on this project. The minimum wage rates designated by the Industrial Commissioner of the State of New York are applicable. The minimum rates and supplements may be modified during the life of the contract. If the prevailing wage rates should subsequently be legally modified or increased by any means other than by the action of the Owner, the Contractor shall assume full responsibility for the payment of said increases without recourse to the Owner. Billing Upon completion of the work, and acceptance of the work by the County, the Vendor will invoice the Oswego County Energy Recovery Facility, 2801 State Route 481, Fulton, NY Non-Discrimination The Contractor agrees to comply with the nondiscrimination in employment policies as required by applicable State and Federal laws and regulations regarding employment discrimination. The Contractor assures the County that, in accordance with applicable law, it does not, and agrees that it will not discriminate in any manner on the basis of age, color, gender, creed, national origin, race, religious belief, sexual preference, or handicap. Laws, Codes & Regulations The Contractor shall, without additional expense to the County, be responsible for complying with any and all applicable laws, codes, and regulations in connection with the services described in the proposal. Non-Waiver Any waiver of any breach of covenants herein contained to be kept and performed by the contractor shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the County from declaring a forfeiture for any succeeding breach either of the same conditions or covenant or otherwise. Pertaining To General Municipal Law The contractor shall agree that Section 103A and 103B of the General Municipal Law relative to installation of contract by municipal corporation to testify and disqualification to contract with municipal corporation are made part as though fully set forth herein. Non-Collusion Pursuant to Section 103D of the General Municipal Law, each bidder must submit an affidavit of non-collusion signed by an officer of the company. Bid Security Each bid must be accompanied by a bank cashier s check, certified check, or a Bid Bond payable to 5

6 the County of Oswego in the amount of five percent (5%) of the total bid as a guarantee that the bidder will enter into a contract with the county. If, upon acceptance of the bid, the bidder fails to enter into a contract with the County of Oswego, the bid security shall be forfeited to the County of Oswego. Bond Upon delivery of the expected contract, the successful Contractor shall furnish a surety bond in the amount of at least equal to one hundred percent (100%) of the accepted proposal as security for faithful performance of this contract, for the payment of all persons performing labor on the project under this contract, and furnishing materials in connection with this contract. The surety on each bond shall be a duly authorized surety company satisfactory to the County, and shall remain in force for a period of one year following final acceptance of the work by the County. The cost of the bonds is to be paid by the Contractor. An Attorney-In-Fact that signs performance or labor and materials payment bonds shall file a certified copy of his power of attorney to sign such bonds with each bond. Additional Security If at any time the County shall be or become dissatisfied with any surety or sureties then upon the performance bond, or if for any other reason such bond shall cease to be adequate security to the County, the Contractor shall within five (5) days after notice from the County to do so, substitute an acceptable bond in such form and sum and signed by such other sureties as may be paid by the Contractor. No payments on current estimates shall be deemed due nor shall be made until the new sureties have qualified. Requirements for Contract The contract requirements as well as the statements and specifications that accompany the bids which are accepted by the County, shall be in such form and contain such terms and conditions as approved by the County Attorney. Commencement of Work Upon execution and delivery of the contract, including any required Certificates of Insurance and/or bonds and the approval thereof by the County Attorney, the successful bidder will be notified to proceed with the work of the contract. Such notification will be in the form of a letter from the County s Purchasing Director. End of Section 2 6

7 SECTION SPECIFICATIONS I. GENERAL 1. Scope of Work Furnish all labor, equipment and materials necessary to remove existing boiler tubes and install 220 new boiler tubes each in two (2) A.B.C.O. Heat Recovery Steam Generators (HRSG) as specified and shown herein. The water tube HRSG boilers are configured as shown on the attached drawing. Heat recovery is from flue gas produced through the incineration of Solid Waste. Flue gas particulate deposits on the gas side of the boiler tubes and gas side boiler structure in the form of slag. This slag contains lead, cadmium and possibly arsenic. The Owner will clean the boiler by means of sandblasting. However, there may be residual slag in the boiler gas side and the Contractor should be prepared to provide proper PPE for his employees. The Owner has installed a central breathing air system, which may be utilized by the Contractor. Tubes to be replaced are rows 18 through 27 (10 rows total, 22 tubes per row) on the hot gas (east side) inlet side of the boiler. The HRSG boilers have removable panels on one side only (approximately 13 feet high by 8 feet wide) for easy access to the tubes. Panels will be removed by the Owner. 2. Qualifications Contractor must be authorized to use the Repair Symbol of The National Board of Boiler and Pressure Vessel Inspectors. A copy of the Certification of Authorization must be submitted with the bid. All welders must be certified, the proper records of welder qualification tests must be submitted to the Owner before commencement with the work. 3. Conformance All materials must be in compliance with the manufacturers current published specifications in addition to conforming to these specifications and shall conform to all ±Federal and State regulations in effect at the time of manufacture. 4. Guarantee/Warranty All materials shall be new and of current production. The manufacturer s standard warranty for 12 months shall apply. The Contractor shall guarantee all materials furnished for a period of one (1) year from the date of delivery if such materials are not included in the manufacturer s standard warranty. This guarantee shall include defective materials, when replacement becomes necessary due to defective materials or workmanship, all labor and material shall be furnished by the Contractor at no cost to the Owner. II. MATERIALS 1. General 7

8 The Contractor shall supply all materials and equipment necessary to retube 220 tubes in each of two boilers as specified herein. All materials and equipment must meet all state and local applicable boiler codes. 2. Boiler Tubes There are two hundred and twenty (220) tubes per boiler for a total four hundred and forty (440) tubes for the two (2) boilers. Tube materials shall be in accordance with the following specifications: Tube Material: SA178A Tube Length/Configuration: TBD by Contractor Tube Diameter & Thickness: 2 O.D. ±.010, wall thickness Tube End Prep: Square cut The Contractor shall submit with the bid: name and qualification of the manufacturer(s) of the tubes. A. Codes and Standards The work and materials shall conform to the applicable requirements of the latest editions of the following codes and standards unless otherwise stated in these specifications: American Society of Mechanical Engineers Boiler and Pressure Vessel Code American Welding Society National Board Inspection Code ASME AWS NBIC B. Technical Requirements Code Requirements All work shall be performed in accordance with ASME Code, Section I and the other applicable ASME Sections specified herein. Qualification Requirements Prior to production welding, the Manufacturer shall prepare written Welding Procedure Specifications (WPS) and Procedure Qualification Records (PQR) in accordance with ASME Code, Section IX. The Manufacturer shall perform procedure qualification and shall be submitted prior to welding. Acceptance criteria for procedure qualification testing shall be as follows: Liquid penetrate: QW-195, ASME Code, Section IX Bend tests: QW-163, ASME Code, Section IX The Manufacturer shall provide personnel who have experience with the equipment and processes to be used and who have qualified to the welding procedures established in paragraph 2b Welder/Welding Operator Performance Qualification shall be in accordance with QW-381, ASME Code, Section IX. The Manufacturer 8

9 shall prepare /Welding Operator Performance Qualification records (WPQ) in accordance with QW-484, ASME Code, Section IX. At the time of delivery of the tubes, material test reports must be submitted to the Owner. 3. Welds All field welding, if needed, shall be accomplished by proper welding equipment which is operated in thoroughly workmanlike manner. The Contractor shall be completely responsible for the quality of all welding. The Contractor is responsible to test or have tested all welders performing the welding and cutting as required by the insurance company. The appropriate records of welder or welding operator qualifications tests for each welder or welder operator performing the work must be submitted to the Owner before commencement of the work. 4. Storage The Contractor will provide adequate protection to prevent damage to new boiler tubes while stockpiled prior to installation. Boiler tubes may be stored at the Owners site at no risk to the Owner. III. EXECUTION 1. Inspection Pre-installation A. Boilers 1 & 2 are identical. The Contractor has the option to inspect, measure and/or remove and plug a row of tubes prior to January Shutdown is scheduled for November 5, Any work related to measuring the tubes must be scheduled with the owner. B. Prior to beginning removal and installation of boiler tubes, the Contractor shall determine and verify that no irregularities exist that would affect the quality of work as specified. C. Prior to beginning removal and installation of boiler tubes, the Contractor will examine and verify that all necessary tubes, materials and equipment to complete a tube replacement within the timeframe as specified in Part V are on the job site. 2. General A. Contractor shall supply all labor and equipment to retube the boilers as specified and provide fully operational boilers at completion of this contract. B. Contractor shall take all practical precautions to prevent damage to any portions of the boiler during the retubing. Any damage must be repaired by the Contractor at no cost to the Owner. C. The Contractor will be responsible to remove all discarded materials from the site promptly. Old boiler tubes will not be allowed to be dumped in the landfill or hardfill areas of the Oswego County Solid Waste System and they should be salvaged or disposed of by the Contractor. 9

10 10 Bid #40-12 Boiler Tube Replacement At the end of each shift of Contractor s crew all debris caused through the work performed by the Contractor must be cleaned up. The work area must be kept tidy at all times and the Contractor must not interfere with the operation of the ERF. All activities by the Contractor must be coordinated with the Owner to prevent any ERF operation interferences. C. The Contractor is allowed to work on a continuous 24 hour basis. 3. Tube Removal Remove all 220 tubes from the boiler; tubes to be replaced are rows 18 through 27 (10 rows total) on the gas inlet side (east side) of the boiler; adequately protect all openings to the boiler to prevent debris from entering; clean all areas of slag, burrs, etc. in preparation for new tubes; thoroughly clean the boiler interior from all debris before installation of tubes. 4. Tube Installation Install complete new tubes as follows: 1. Tubes must be aligned to provide clear flow for gasses and sootblowers 2. Tubes to extend maximum 3/16 beyond the tubesheet. 3. Tubes are to be rolled in the steam and mud drum. 4. All tube ends to be free of burrs, slag, distortions, etc., prior to and after installation.. IV. INSPECTION AND TESTING A. Contractor will provide all necessary equipment, materials and labor to test the boilers per all applicable State and Local boiler codes pertaining to work performed under this contract. Boilers are operated at 250 psig; reliefs are at 300 psig and 305 psig. B. Contractor will coordinate with Owner regarding scheduling of required inspection and testing. Contractor will be responsible to provide all code required certifications for submittal to the Owners insurance carrier. V. COMPLETION TIMES The Contractor will fully complete and make ready for testing each individual boiler within fourteen (14) consecutive 24 hour days and in accordance with the following schedule: Boiler No. 1 (NYS 6113): this boiler will be available for the Contractor in January Exact dates will be provided at least 30 days before the work commences. Boiler No. 2 (NYS 6123): This boiler will be available to the Contractor in February Exact dates will be provided at least 30 days before the work commences. VI. METHOD OF PAYMENT Payment will be made for each individual boiler retubed as specified to the amount of one half (1/2) of the lump sum bid upon receipt of properly itemized billing.

11 VII. FORM OF PROPOSAL Bid #40-12 Boiler Tube Replacement Proposal and bid shall show lump sum for the tube replacement for both boilers. Bid must include an estimate for time of completion from start to finish for the contracted work as described herein for each boiler. Bid must also include a copy of the Certificate of Authorization to carry the Repair Symbol of the National Board of Boiler Vessel Inspectors. VIII. SITE INSPECTION Any Contractor preparing a bid must visit the site. A boiler will be shut down for maintenance September 10 and 11. Contact Frank Visser at End of Section 3 11

12 VENDOR BID REPLY SHEET Bids are due at 2:00 p.m., Tuesday, September 18, 2012 at the Oswego County Purchasing Department, 46 East Bridge Street, Oswego, New York THE COUNTY RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS. THE COUNTY RESERVES THE RIGHT TO REJECT ANY OR ALL BIDS Materials: Labor Total $ (US Dollars) $ (US Dollars) $ (US Dollars) Deviations: The undersigned declares that he has examined and fully comprehends the requirements and intent of the specifications for Bid #40-12 Boiler Tube Replacement, and offer to perform the work as described in the attached bid. Type or Print Name Company Title Address Authorized Signature ( ) / ( ) Date Telephone Number / Fax 12

13 NON-COLLUSIVE BIDDING CERTIFICATION General Municipal Law 103-d (a) By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of knowledge and belief: (1) The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; (2) Unless otherwise required by Law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to opening, directly or indirectly, to any other bidder or to any competitor; (3) No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition. (b) A bid shall not be considered for award nor shall any award be made where (a)-(1), (2) and (3) have not been complied with; provided however, that if in any case the bidder cannot make the foregoing certification, the bidder shall so state and shall furnish with the bid a signed statement which sets forth in detail the reasons therefore. Where (a)-(1), (2) and (3) have not been complied with, the bid shall not be considered for award nor shall any award be made unless the head of the purchasing unit of the political subdivision, public department, agency or official thereof to which the bid is made, or his designee, determines that such disclosure was not made for the purpose of restricting competition. The fact that a bidder (a) has published price lists, rates or tariffs covering items being procured, (b) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (c) has sold the same items to other customers at the same time prices being bid, does not constitute, without more, a disclosure within the meaning of paragraph (a) of this certification. By submission of this bid, the undersigned hereby affirms the truth of the foregoing under the penalties of perjury. certification Company Date Type or Print Name Title Authorized Signature 13

14 VENDOR INFORMATION REQUIREMENTS IN ADDITION TO THE INFORMATION SUPPLIED ON THE BID SHEET, PLEASE COMPLETE THE FOLLOWING, WHICH WILL BE USED IF YOU ARE AWARDED A CONTRACT. PAYMENT TERMS: DELIVERY WILL BE MADE FEDERAL ID NUMBER: DAYS A.R.O. SEND ORDERS TO: Address: Phone: ( ) INVOICES WILL BE FROM: Address: PERSON TO CONTACT IN REFERENCE TO CONTRACT: Name: Address: Phone: ( ) Fax ( ) WARRANTY SERVICE WILL BE PROVIDED BY: Name: Address: Phone: ( ) Fax ( ) ANY SPECIAL ORDERING INFORMATION: SALES REPRESENTATIVES WHO WILL SERVE OSWEGO COUNTY AREA: Name: Website: Name: Website: Phone: Phone: COMPANY NAME SIGNATURE 14

15 RESOLUTION FOR CORPORATIONS ONLY Resolved that (individual) is authorized to sign and submit the bid or proposal of this corporation for the following project: Bid #40-12 Boiler Tube Replacement and to include in such bid or proposal the certificate as to non-collusion required by Section 103-D of the General Municipal Law as the act and deed of such corporation and for any inaccuracies or misstatements in such certificate this corporate bidder shall be liable under the penalties of perjury, and to enter into the contract if awarded to this corporation: The foregoing is a true and correct copy of the resolution adopted by Corporation at a meeting of its Board of Directors held on the day of,, and is still in force on this day of, Secretary (Seal of Corporation) 15

16 NON-BIDDERS RESPONSE The Oswego County Purchasing Department is interested in the reasons why prospective bidders fail to submit bids. Failure to submit a bid without explanation may result in removal of your firm from our bidders list. If you are NOT submitting a bid in this proposal, please indicate the reason(s) by checking off one or more of the items below and return this form to the above address. 1. Unable to bid at this time, but would like to receive future bid requests. 2. Items or material not manufactured, distributed, stocked, furnished. 3. Materials or items we have to offer do not fully meet all the requirements of standards specified. 4. Specifications not clearly understood or applicable as follows: (ex.: too vague, too rigid, etc.) 5. We cannot meet the time of delivery of items or materials specified. 6. Insufficient time allowed for preparation and submission of bid. 7. Other reasons: You may remove our name from the bid list for: This Commodity Group This Item or Material All Bids Type or Print Name Title Authorized Signature Date Company Address ( ) Telephone Number 16

17 Minimum Bid Submission Requirements Each bidder must submit, in the following order: SECTION 4 CHECK LIST Bid Reply Sheet (attached) Vendor Information Sheet (attached) Affidavit of Non-Collusion, signed by an officer of the company (attached) Resolution for Corporate Bidders (if applicable) (attached) Warranty, standard guarantee, including the limit of liability Qualifications and references listing of similar projects completed in previous five years. Certificate of Insurance (attached) Bid Security Detailed specification sheets listing all options and specifications being bid Any deviations from bid specifications must be noted with bid. The successful Contractor will be required to submit: Performance Bond Additional submissions may be required within this bid document. Vendors are responsible for ensuring they read the documents thoroughly and meet all submission requirements. End of Section 4 17

18 COUNTY OF OSWEGO PURCHASING DEPARTMENT VENDOR AGREEMENT THIS AGREEMENT is entered into as of this day of, 2011 by and between the COUNTY OF OSWEGO, a municipal corporation by and of the State of New York, hereinafter referred to as the COUNTY, with principal offices at the Oswego County Legislative Office Building, 46 East Bridge Street, Oswego, New York 13126; and, a corporation organized and existing under the laws of the State of PARTNERSHIP/LIMITED LIABILITY COMPANY/SOLE PROPRIETORSHIP with principal business offices located at, hereinafter referred to as VENDOR. ARTICLE 1 SCOPE OF WORK Vendor agrees to perform the Services and/or provide goods identified in Schedule A: Bid #40-12 Boiler Tube Replacement Energy Recovery Facility (the Services/Goods ), which is attached to and is part of this Agreement. Vendor agrees to perform the Services/Goods and/or supply goods in accordance with the terms and conditions of this Agreement. It is specifically agreed to by Vendor that the County will not compensate Vendor for any Services and/or Goods provided not within the scope of this Agreement as specifically identified in Schedule A without prior authorization, evidenced only by a written Change Order or Addendum to this Agreement executed by the Chairman of the Legislature of the County after consultation with the County Department Head responsible for the oversight of this Agreement (hereinafter Department Head ). ARTICLE 2 TERM OF AGREEMENT Vendor agrees to perform the Services and/or supply Goods beginning, and ending. Unless otherwise stated, all prices and discounts are to be quoted firm against increase on an F.O.B. destination, and freight pre-paid basis. ARTICLE 3 COMPENSATION The County will audit and pay the proper amounts due Vendor within sixty (60) days after receipt by the County of a County Claimant s Certification form or invoice, and, if the either is objectionable, will notify Vendor in writing of the County s reasons for objecting to all or any portion of the invoice submitted by Vendor Price Escalator Limitation All County contracts are subject to the limitations imposed by New York State s property tax cap law. As such, the County will not enter into or negotiate contract terms which contain an escalator resulting in more than the tax cap limit. The escalators that are allowed must be for an amount equal to the CPI (Accessed through the DOL website, using 12 month average, all products, Northeast B/C sized city) or 2%, whichever is less. DOL website referenced is Oswego County will allow an escalator for this purchase. Price may change subject to the above paragraph. In the event a CPI, as calculated using the above research method, has a negative value, the price of the commodity will be reduced equivalent to the calculated value. A not-to-exceed cost is as described in the pricing proposal has been established for the scope of services rendered by the proposer. Costs in excess of such not-to-exceed cost, if any, may not be incurred without prior written authorization of the County Purchasing Director, evidenced only by a written change order or addendum to this agreement after consultation with the department head. It is specifically agreed to by the 18

19 proposer that the County will not be responsible for any additional costs or costs in excess of the above-noted not-to-exceed cost if the County s authorization by the Chairman of the Legislature is not given in writing prior to the performance of the services giving rise to such excess or additional costs. ARTICLE 4 EXECUTORY CLAUSE The County shall have no liability under this Agreement to Vendor or to anyone else beyond funds appropriated and available for this Agreement. ARTICLE 5 PROCUREMENT OF AGREEMENT Vendor represents and warrants that no person or selling agent has been employed or retained by Vendor to solicit or secure this Agreement upon an agreement or upon an understanding for a commission, percentage, a brokerage fee, contingent fee or any other compensation. Vendor further represents and warrants that no payment, gift or thing of value has been made, given or promised to obtain this or any other agreement between the parties. Vendor makes such representations and warranties to induce the County to enter into this Agreement and the County relies upon such representations and warranties in the execution hereof. For a breach or violation of such representations or warranties, the County shall have the right to annul this Agreement without liability, entitling the County to recover all monies paid hereunder and Vendor shall not make claim for or be entitled to recover, any sum or sums otherwise due under this Agreement. This remedy, if effected, shall not constitute the sole remedy afforded the County for such falsity or breach, not shall it constitute a waiver of the County right to claim damages or otherwise refuse payment or to take any other action provided for by law or pursuant to this Agreement. ARTICLE 6 CONFLICT OF INTEREST Vendor represents and warrants that neither it nor any of its directors, officers, members, partners or employees, have any interest nor shall they acquire any interest, directly or indirectly which would or may conflict in any manner or degree with the performance or rendering of the Services herein provided. Vendor further represents and warrants that in the performance of this Agreement no person having such interest or possible interest shall be employed by it and that no elected official or other officer or employee of the County, nor any person whose salary is payable, in whole or in part, by the County, or any corporation, partnership, limited liability company or association in which such official, officer or employee is, directly or indirectly interested, shall have any such interest, direct or indirect, in this Agreement or in the proceeds thereof, unless such person (1) if required by the Oswego County Ethics Law as amended from time to time, to submit a Disclosure Form to the Oswego County Board of Ethics, amends such Disclosure Form to include their interest in this Agreement, or (2) if not required to complete and submit such a Disclosure Form said person must either voluntarily complete and submit said Disclosure Form disclosing their interest in this Agreement or seek a formal opinion from the Oswego County Ethics Board as to whether or not a conflict of interest exists. For a breach or violation of such representations or warranties, the County shall have the right to annul this Agreement without liability, entitling the County to recover all monies paid hereunder and Vendor shall not make claim for, or be entitled to recover, any sum or sums otherwise due under this Agreement. This remedy, if elected, shall not constitute the sole remedy afforded the County for such falsity or breach, nor shall it constitute a waiver of the County s right to claim damages or otherwise refuse payment to or to take any other action provided for by law or pursuant to this Agreement. ARTICLE 7 FAIR PRACTICES Vendor and each person signing on behalf of the Vendor represents, warrants and certifies under penalty of perjury, that to the best of their knowledge and belief: 19

20 20 Bid #40-12 Boiler Tube Replacement A. The prices in this Agreement have been arrived at independently by Vendor without collusion, consultation, communication, or agreement with any other bidder, proposer or with any competitor as to any matter relating to such prices which has the effect of, or has as its purpose, restricting competition; B. Unless otherwise required by law the prices which have been quoted in this Agreement and on the proposal or quote submitted by Vendor have not been knowingly disclosed by Vendor prior to the communication of such quote to the County or the proposal opening directly or indirectly, to any other bidder, proposer or to any competitor; and C. No attempt has been made or will be made by Vendor to induce any other person, partnership, corporation or entity to submit or not to submit a proposal or quote for the purpose of restricting competition. The fact that Vendor (i) has published price lists, rates, or tariffs covering items being procured (ii) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (iii) has provided the same items to the other customers at the same prices being bid or quote, does not constitute, without more, a disclosure within the meaning of this Article. ARTICLE 8 INDEPENDENT CONTRACTOR In performing the Services and/or supplying Goods and incurring expenses under this agreement Vendor shall operate as, and have the status of, an independent contractor and shall not act as agent, or be an agent, of the County. As an independent contractor, Vendor shall be solely responsible for determining the means and methods of performing the Services and/or supplying the goods and shall have complete charge and responsibility for Vendor s personnel engaged in the performance of the same. In accordance with such status as independent contractor, Vendor covenants and agrees that neither it nor its employees or agents will hold themselves out as, nor claim to be officers or employees of the County, or of any department, agency or unit thereof by reason hereof, and that they will not, by reason hereof, make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the Country including, but not limited to, Worker s Compensation coverage health coverage, Unemployment Insurance Benefits, Social Security coverage or employee New York State Retirement System membership or credit. ARTICLE 9 ASSIGNMENT AND SUBCONTRACTING Pursuant to General Municipal Law 109, Vendor shall not assign any of its rights, interests or obligations under this Agreement, or subcontract any of the Services to be performed by it under this Agreement, without the prior express written consent of the Chairman of the Legislature of the County. Any such subcontract, assignment, transfer, conveyance or other disposition without such prior consent shall be void and any Services provided thereunder will not be compensated. Any subcontract or assignment properly consented to by the County shall be subject to all of the terms and conditions of this Agreement. Failure of Vendor to obtain any required consent to any assignment, shall be grounds for termination for cause, at the option of the County and if so terminated, the County shall thereupon be relieved and discharged from any further liability and obligation to Vendor, its assignees or transferees, and all monies that may become due under this Agreement shall be forfeited to the County except so much thereof as may be necessary to pay Vendor s employees for past service. The provisions of this clause shall not hinder, prevent, or affect any assignment by Vendor for the benefit of its creditors made pursuant to the Laws of the State of New York. This agreement may be assigned by the County to any corporation, agency, municipality or instrumentality having authority to accept such assignment.

21 ARTICLE 10 BOOKS AND RECORDS Vendor agrees to maintain separate and accurate books, records, documents and other evidence and accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement. ARTICLE 11 RETENTION OF RECORDS Vendor agrees to retain all books, records and other documents relevant to this Agreement for six (6) years after the final payment or termination of this Agreement, whichever later occurs. County, or any State and/or Federal auditors, and any other persons duly authorized by the County, shall have full access and the right to examine any of said materials during said period. ARTICLE 12 AUDIT BY THE COUNTY AND OTHERS All Claimant s Certification forms or invoices presented for payment to be made hereunder, and the books, records and accounts upon which said Claimant s Certification forms or invoices are based are subject to audit by the County. Vendor shall submit any and all documentation and justification in support of expenditures or fees under this Agreement as may be required by the County so that it may evaluate the reasonableness of the charges, and Vendor shall make its records available to the County upon request. All books Claimant s Certification forms, records, reports, cancelled checks and any and all similar material may be subject to periodic inspection, review and audit by the County, the State of New York, the federal government, and/or other persons duly authorized by the County. Such audits may include examination and review of the source and application of all funds whether from the County and State, the federal government, private sources or otherwise. Vendor shall not be entitled to any interim or final payment under this Agreement if any audit requirements and/or requests have not been satisfactorily met. ARTICLE 13 INSURANCE AND STATUTORY COMPLIANCE In acceptance of this Agreement, the Vendor covenants and certifies that it will comply, in all respects, with all federal, state and county laws which regarding work for municipal corporations including, but not limited to, Workers Compensation and Employers Liability Insurance, hours of employment, wages and Human Rights, and the provisions of General Municipal Law 103(a) and 103(b) and State Finance Law 139-A and 139-B. Pursuant to General Municipal Law 108, the parties hereto agree that this Agreement contract SHALL BE VOID and of no effect unless the Vendor shall secure Workers Compensation for the benefit of, and keep insured during the life of the contract, such employees, in compliance and as may be necessary with the provisions of the Workers Compensation Law. For all of the Services set forth herein and as hereinafter amended, Vendor shall maintain or cause to be maintained, in full force and effect during the term of this Agreement, at its expense, a Workers Compensation insurance, liability insurance covering personal injury and property damage, and other insurance with stated minimum coverages, all as listed below. Such policies are to be in the broadest form available on usual commercial terms and shall be written by insurers of recognized financial standing satisfactory to the County who have been fully informed as to the nature of the Services to be performed. Except for Workers Compensation and professional liability, the County shall be an additional insured on all such policies with the understanding that any obligations imposed upon the insured (including, without limitation, the liability to pay premiums) shall be the sole obligation of Vendor and not those of the County. Notwithstanding anything to the contrary in this Agreement, Vendor irrevocably waives all claims against the County for all losses, damages, claims or expenses resulting from risks commercially insurable under this 21

22 insurance described in this Article 13. The provisions of insurance by Vendor shall not in any way limit Vendor s liability under this Agreement. INSURANCE REQUIREMENTS I. Notwithstanding any terms, conditions or provisions, in any other writing between the parties, the Vendor hereby agrees to effectuate the naming of the County of Oswego as an unrestricted, additional insured on the contractor's insurance policy(ies), with the exception of workers compensation. If the contractor is selfinsured, evidence of its status as a self-insured entity shall be provided to the Oswego County Purchasing Department. If requested, the contractor must describe its financial condition and the self-insured funding mechanism(s). II. The policy naming the County of Oswego as an additional insured shall, without exception: Be an insurance policy from an A.M. Best rated secured New York State licensed insurer. Contain a 30-day notice of cancellation. State that the insurer's coverage shall be primary coverage for the County of Oswego, its officers, and employees. The County of Oswego shall be listed as an additional insured by using endorsement CG or broader. The certificate must state that this endorsement is being used. If another endorsement is used, a copy shall be included with the certificate of insurance. III. The contractor agrees to indemnify the County of Oswego for any applicable deductibles. IV. Required Insurance MINIMUMS: Commercial General Liability Insurance $1,000,000 per occurrence/ $2,000,000 aggregate. General Aggregate to apply on a per project basis. Automobile Liability $1,000,000 CSL for owned, hired and borrowed and non-owned motor vehicles. Excess/Umbrella Insurance $1,000,000; $3,000,000; $5,000,000 each Occurrence and Aggregate (Depending on the type and size of the project). Workers' Compensation and N.Y.S. Disability Statutory Workers Compensation, Employers Liability and N.Y.S. Disability Benefits Insurance for all employees. Owners/Contractors Protective Insurance (Required for large construction projects.) $1,000,000 per occurrence/$2,000,000 aggregate; the County of Oswego as the named insured. Bid, Performance and Labor & Material Bonds If required in the specifications, these bonds shall be provided by a New York State admitted surety company, in good standing. Professional Liability/Malpractice $1,000,000 aggregate (If commercially available for your profession) $1,000,000 per claim. V. Vendor acknowledges that failure to obtain such insurance on behalf of the County of Oswego constitutes a material breach of this bid/contract. The Vendor is to provide the County of Oswego with a certificate of insurance, evidencing the above requirements have been met, prior to the commencement of work or use of facilities. The failure of the County of Oswego to object to the contents of the certificate or the absence of same shall not be deemed a waiver of any and all rights held by the County of Oswego. Vendor shall attach to this Agreement certificates of insurance evidencing Vendor s compliance with these requirements. 22

23 Each policy of insurance shall contain clauses to the effect that (i) such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the County with respect to its interests, (ii) it shall not be cancelled, including, without limitation, for non-payment of premium, or materially amended, without thirty (30) days prior written notice to the County, directed to the County Attorney and the Department Head and the County shall have the option to pay any necessary premiums to keep such insurance in effect and charge the cost back to Vendor. To the extent it is commercially available, each policy of insurance shall be provided on an occurrence basis. If any insurance is not so commercially available on an occurrence basis it shall be provided on a claims made basis, and all such claims made policies shall provide that: A. Policy retroactive dates coincide with or precede Vendor s start of the performance of the Services (including subsequent policies purchased as renewals or replacements); B. Vendor will maintain similar insurance for at least six (6) years following final acceptance of the Services; C. If the insurance is terminated for any reason, Vendor agrees to purchase an unlimited extended reporting provision to report claims arising from the Services performed for the County; and D. Immediate notice shall be given to the County through the Department Head and the County Attorney of circumstances or incidents that might give rise to future claims with respect to the Services performed under this Agreement. ARTICLE 14 INDEMNIFICATION Vendor agrees to defend, indemnify and hold harmless the County, including its officials, employees and agents, against all claims, losses, damages, liabilities, costs or expenses (including, without limitation, reasonable attorney fees and costs of litigation and/or settlement). Whether incurred as a result of a claim by a third party or any other person or entity, arising out of the Services performed and/or goods supplied pursuant to this Agreement which the County, or its officials, employees or agents, may suffer by reason of any negligence, fault, act or omission of Vendor, its Employees, representatives, subcontractors, assignees, or agents. In the event that any claim is made or any action is brought against the County arising out of the negligence, fault, act or omission of an employee, representative, subcontractor, assignee or agent of Vendor either within or without the scope of his respective employment, representation, subcontract, assignment or agency, or arising out of Vendor s negligence, fault, act or omission, then the County shall have the right to withhold further payments hereunder for the purpose of set-off in sufficient sums to cover the said claim or action. The rights and remedies of the County provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provide by law or this Agreement. ARTICLE 15 PROTECTION OF COUNTY PROPERTY Vendor assumes the risk of and shall be responsible for, any loss or damage to County property, including property and equipment leased by the County, used in the performance of this Agreement and caused, either directly or indirectly by the acts, conduct, omissions or lack of good faith of Vendor, its officers, directors, members, partners, employees, representatives or assignees, or any person, firm, company, agent or others engaged by Vendor as an expert consultant specialist or subcontractor hereunder. In the event that any such County property is lost or damaged, except for normal wear and tear, then the County shall have the right to withhold further payments hereunder for the purposes of set-off in sufficient sums to cover such loss or damage. 23