AGREEMENT For Horizontal Grinding Services Between New England Recycling, and Members of the South Shore Recycling Cooperative The following provisions shall constitute an Agreement between the South Shore Recycling Cooperative (SSRC) Member Community of, hereinafter referred to as "Town", acting through its Board of Selectmen, and New England Recycling, hereinafter referred to as "Contractor", under the provisions of a bid to the SSRC on February 10, 2014, awarded by the SSRC Board on February 20, 2014, and extended on Dec. 17, 2015 and Nov. 3, 2016. In consideration of the mutual covenants contained herein, the parties agree as follows: Article 1: SCOPE OF WORK The Contractor shall perform all work, furnish all equipment, labor, supplies, permits and materials necessary to complete the following work, described as follows: A. Purpose and Intent The purpose and intent of this contract shall be to expedite and assist Member Communities in good standing of the South Shore Recycling Cooperative in the utilization of regional wood and yard waste grinding services. Said shredding and feeding equipment shall be stored, maintained, transported and operated by the Contractor. B. Contractor The Contractor shall provide equipment as specified in Appendix B (CBI 4000B-2004/ CAT 320 w/grapple), and properly trained, knowledgeable operators to the Town for use in the processing of wood and yard waste as specified within the Board's original Invitation For Bids document and associated Appendices, dated 1/17/2014. The Contractor shall maintain proper insurance coverage for the equipment, including liability and worker's compensation as referenced in section 6, part B of the Bid document. Prior to commencement of any work under this agreement, the Contractor shall provide the Town with Certificates of Insurance, which include the Town as an additional named insured and which include a thirty-day notice of cancellation to the Town. The Contractor will designate a coordinating officer for the program who will be available to act as liaison between the Contractor and the Town and to answer questions regarding operation, invoicing and other pertinent matters. C. Town The Town shall provide a site for the processing and storage of brush, yard waste, logs, stumps, pallets, skids and clean building materials. Contractor will work in a manner that shall not result in a public nuisance or non-permitted discharge of pollutants to the environment due to expected program activity. The Town shall provide a front-end loader or equivalent and a municipal employee to assist in 1/12/2017 NER-SSRC Horizontal Grinding contract page 1 of 7
manipulation of the stockpile under the direction of the Contractor. The employee shall remain on site during operation to document all activities and to endorse the Contractor's receipt upon completion of the scheduled work. The Town will maintain accurate records on the types and quantities of materials processed, the dates and hours of operation and any problems encountered during processing, to be made available to the SSRC as need be for compliance with certain regulatory reporting. The Town will provide a workable volume of material for processing. If the material stockpiled is not workable, i.e. frozen, inaccessible, etc., the Town shall give the Contractor advance notice on one (1) business day to reschedule the work. D. Acceptable Material Acceptable materials for processing include brush, leaves, prunings and clean wood waste 30" in diameter or less which consist of logs, lumber ends, wood pallets, bark wood chips, shavings, slash and other clean wood not mixed with waste, metal or other debris. Unacceptable materials include wood waste greater than 30" in diameter, or wood waste containing or likely to contain asbestos, glues, preservatives, paints, stains or coatings, or any material which may cause damage to the Contractor's equipment. E. Wood Chip Removal If the Town requests, contractor shall remove chipped wood produced from this contract s grinding service at cost not to exceed $3/cubic yard, as bid in Appendix D. Article 2: TIME OF PERFORMANCE The Contractor shall commence work under this Contract on, and shall complete the work outlined in Article 1 above by. Article 3: COMPENSATION The Town shall pay the Contractor for the performance of the work outlined above the contract sum of $380/hour, $3,190/day and $15,000/week on site as stated in Appendix B, whichever combination is least. (i.e., seven days and two hours would be billed as one week at the weekly rate, two days at the daily rate and two hours at the hourly rate, unless two weeks at the weekly rate results in a lower charge). Payment shall be made upon completion of the work within 30 days of submission of an invoice. Article 4: CONTRACTOR DOCUMENTS In the event of conflicting provisions, those provisions most favorable to the Town shall govern. The following documents are all as fully a part of the Contract as if attached to this Agreement: 1. This Agreement. 2. Amendments, change orders, or other changes mutually agreed upon between the parties. 3. The Invitation for Bids. Article 5: CONTRACT TERMINATION The Town may suspend or terminate this Contract by providing the Contractor with ten (10) days written notice for reasons outlined as follows: 1. Failure of the Contractor, for any reason, to fulfill in a timely and proper manner its obligations under this Contract. 2. Violation of any of these provisions by the Contractor. 3. A determination by the Town that the Contractor has engaged in fraud, waste, mismanagement, misuse of funds, or criminal activity with any funds provided by this Contract. 1/12/2017 NER-SSRC Horizontal Grinding contract page 2 of 7
Article 6: INDEMNIFICATION The Contractor shall defend, indemnify and hold harmless the SSRC and the Town's Officers, agents and all employees from and against claims arising directly of indirectly from the Contract. Contractor shall be solely responsible for all local taxes or contributions imposed or required under the Social Security, Prevailing Wage, Worker's Compensation, and income tax laws. Further, the Contractor shall defend, indemnify and hold harmless the SSRC and the Town with respect to any damages, expenses, or claims arising from or in connection with any of the work performed or to be performed under this Contract. This shall not be construed as a limitation of the Contractor's liability under the Contract or as otherwise provided by law. Article 7: AVAILABILITY OF FUNDS The compensation provided by this Agreement is subject to the availability and appropriation of funds. Article 8: APLICABLE LAW The Contractor agrees to comply with all applicable laws, regulations, and ordinances of the Commonwealth of Massachusetts relating to the completion of this Contract, which may include, but are not limited to non-discrimination laws; prevailing wage laws; protection of work, property, persons and employees. The Contractor shall procure and pay for all permits, licenses, and approvals. Article 9: ASSIGNMENT The Contractor shall not make any assignment of this Agreement without the prior written approval of the Town. Article 10: AMENDMENTS All amendments, change orders or any changes to the provisions specified by this Contract can only occur when mutually agreed upon by the Town and the Contractor. Further, such amendments, change orders, or changes shall be in writing and signed by officials with authority to bind the awarding authority. Additionally, all amendments, change orders and changes shall be approved by the Town Accountant prior to execution by the authority of the awarding authority. No amendment, change order, or change to the Contract provisions shall be made until after the written execution of the amendment, change order, or change to the Contract by both parties. All amendments, change orders and changes to this Agreement shall be in accordance with M.G.L. c.30b, sec. 13. Article 11: NON-PERFORMANCE If the Contractor is unable to furnish service requested by the Town within twenty-one (21) days of its initial request, the Town may request such service from the next lowest responsive and responsible bidder that is available. In this event, the Contractor shall pay to the Member Community all expenses incurred above the contract rate based on the MVO for grinding, or the applicable rate for screening. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed: CONTRACTOR TOWN OF BY: Title Date BY: Title Date 1/12/2017 NER-SSRC Horizontal Grinding contract page 3 of 7
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