Backup Documents 02/26/2013 Item #16C 1ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
1. Risk Management Risk
2. County Attorney Office County Attorney Office
J ►" 113
3. BCC Office Board of County 3 l ? t
Commissioners
4. Minutes and Records Clerk of Court's Office 15�L3
5. Return to Purchasing Department Purchasing
Contact: Diana DeLeon
PRIMARY CONTACT INFORMATION
Name of Primary
Diana DeLeon for Nicole Parker, March
Phone Number
252 -8375
Purchasing Staff
12, 2013v �v�c
Initial
Applicable)
Contact and Date
Does the document require the chairman's original signature?
Agenda Date Item was
February 26, 2013
Agenda Item Number
16.C.1
Approved by the BCC
provide the Contact Information (Name; Agency; Address; Phone) on an attached sheet.
Type of Document
Contract
Number of Original
2
Attached
signed by the Chairman, with the exception of most letters, must be reviewed and signed
Documents Attached
PO number or account
N/A
Solicitation / Contract
12 -5972 Prolime Corp
number if document is
All handwritten strike - through and revisions have been initialed by the County Attorney's
NumberNendor Name
to be recorded
Office and all other parties except the BCC Chairman and the Clerk to the Board
INSTRUCTIONS & CHECKLIST
1
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Yes
N /A (Nut
appropriate.
Initial
Applicable)
1.
Does the document require the chairman's original signature?
2.
Does the document need to be sent to another agency for additional signatures? If yes,
N/A
provide the Contact Information (Name; Agency; Address; Phone) on an attached sheet.
3.
Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney.
4.
All handwritten strike - through and revisions have been initialed by the County Attorney's
Office and all other parties except the BCC Chairman and the Clerk to the Board
5.
The Chairman's signature line date has been entered as the date of BCC approval of the
document or the final negotiated contract date whichever is applicable.
6.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
signature and initials are required.
7.
In most cases (some contracts are an exception), an electronic copy of the document and
this routing slip should be provided to the County Attorney's Office before the item is
input into SIRE.
(�
8.
The document was approved by the BCC on the date above and all changes made
during the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes, if applicable.
9.
Initials of attorney verifying that the attached document is the version approved by the
BCC, all changes directed by the BCC have been made, and the document is ready for e
Chairman's signature.
1
16C 1'
MEMORANDUM
Date: March 18, 2013
To: Diana De Leon, Contract Technician
Purchasing Department
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Contract #12 -5972 "Lime Sludge Hauling & Disposal"
Contractor: Prolime Corp.
Attached, is an original of the contract referenced above (Item #16C1),
approved by the Board of County Commissioners on Tuesday, February 26,
2013.
The original will be held on file with the Minutes and Record's Department in the
Board's Official Records.
If you have any questions, please contact me at 252 -7240.
Thank you.
Attachment
16C
P r-
.J- `,, 2,313
A G R E E M E N T 12-5972
for
Lime Sludge Hauling and Disposal
THIS AGREEMENT, made and entered into on this �X�dayof_Le-6m,,ai,-4 2013, by
and between Prolime Corporation, authorized to do business in the State of Fl rida, whose
business address is 58610 Van Dyke, Washington MI. 48094, (the "Contractor ") and Collier
County, a political subdivision of the State of Florida, (the "County "):
WITNESSETH:
1. COMMENCEMENT. This Agreement shall commence on the date of the issuance of a
Purchase Order. The contract shall be for an initial two (2) year period. The County
may, at its discretion and with the consent of the Contractor, renew the Agreement
under all of the terms and conditions contained in this Agreement for two (2) additional
one (1) year periods, for a total contract length not to exceed four (4) years. The County
shall give the Contractor written notice of the County's intention to extend the
Agreement term not less than ten (10) days prior to the end of the Agreement term then
in effect.
2. STATEMENT OF WORK. The Contractor shall provide Lime Sludge Hauling in
accordance with the terms and conditions of Bid #12 -5972 and the Contractor's
proposal referred to herein and made an integral part of this agreement. This
Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the
Contractor and the County Project or Contract Manager or his designee, in compliance
with the County Purchasing Policy and Administrative Procedures in effect at the time
such services are authorized.
3. THE CONTRACT SUM. The County shall pay the Contractor for the performance of
this Agreement the aggregate of the units actually ordered and furnished at the unit
price of Fourteen Dollars ($14.00) per cubic yard, based on the unit price set forth in the
Contractor's proposal, together with the cost of any other charges /fees submitted in the
proposal for other work. Payment will be made upon receipt of a proper invoice and
upon approval by the Plant Manager or his designee, and in compliance with Chapter
218,-F1a. Stats., otherwise known as the "Local Government Prompt Payment Act ".
3.1 Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6)
months after completion of contract. Any untimely submission of invoices beyond
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16C 1"
the specified deadline period is subject to non - payment under the legal doctrine of
"laches" as untimely submitted. Time shall be deemed of the essence with respect to
the timely submission of invoices under this agreement.
Any County agency may purchase products and services under this contract, provided
sufficient funds are included in their budget(s).
4. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work.
5. NOTICES. All notices from the County to the Contractor shall be deemed duly served
if mailed or faxed to the Contractor at the following Address:
Prolime Corporation
58610 Van Dyke
Washington, MI. 48094
Attention: Robert V. Rogers, President
Telephone: 586 - 781 -7070
Facsimile: 586 - 781 -7078
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Purchasing & General Services Director
Telephone: 239 - 252 -8975
Facsimile: 239 - 252 -6480
The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Contractor or to constitute the Contractor as
an agent of the County.
7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. Payment
for all such permits issued by the County shall be processed internally by the County.
All non - County permits necessary for the prosecution of the Work shall be procured
and paid for by the Contractor. The Contractor shall also be solely responsible for
payment of any and all taxes levied on the Contractor. In addition, the Contractor shall
Page 2 of 8
16C IN
comply with all rules, regulations and laws of Collier County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Contractor agrees to comply
with all laws governing the responsibility of an employer with respect to persons
employed by the Contractor.
8. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Contractor
or if the County or its authorized representative shall deem any conduct on the part of
the Contractor to be objectionable or improper, the County shall have the right to
suspend the contract of the Contractor. Should the Contractor fail to correct any such
violation, conduct, or practice to the satisfaction of the County within twenty -four (24)
hours after receiving notice of such violation, conduct, or practice, such suspension to
continue until the violation is cured. The Contractor further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
9. TERMINATION. Should the Contractor be found to have failed to perform his services
in a manner satisfactory to the County as per this Agreement, the County may terminate
said agreement for cause; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice. The County shall be sole judge of
non - performance.
In the event that the County terminates this Agreement, Contractor's recovery against
the County shall be limited to that portion of the Contract Amount earned through the
date of termination. The Contractor shall not be entitled to any other or further recovery
against the County, including, but not limited to, any damages or any anticipated profit
on portions of the services not performed.
10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
11. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000
Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage
Liability. This shall include Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and
Employee Non - Ownership.
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16C 1
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000 for
each accident.
D. Pollution Liability Insurance: Coverage shall have a minimum of $1,000,000 per
occurrence.
Special Requirements: Collier County Government shall be listed as the Certificate
Holder and included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Contractor during the duration of this Agreement. The Contractor shall
provide County with certificates of insurance meeting the required insurance
provisions. Renewal certificates shall be sent to the County ten (10) days prior to any
expiration date. Coverage afforded under the policies will not be canceled or allowed to
expire until the greater of: ten (10) days prior written notice, or in accordance with
policy provisions. Contractor shall also notify County, in a like manner, within twenty -
four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or
material change in coverage or limits received by Contractor from its insurer, and
nothing contained herein shall relieve Contractor of this requirement to provide notice.
Contractor shall ensure that all subcontractors comply with the same insurance
requirements that he is required to meet.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor shall indemnify and hold harmless Collier County, its officers and
employees from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any
claimed breach of this Agreement by Contractor, any statutory or regulatory violations,
or from personal injury, property damage, direct or consequential damages, or
economic loss, to the extent caused by the negligence, recklessness, or intentionally
wrongful conduct of the Contractor or anyone employed or utilized by the Contractor
in the performance of this Agreement. This indemnification obligation shall not be
construed to negate, abridge or reduce any other rights or remedies which otherwise
may be available to an indemnified party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
12.1 The duty to defend under this Article 12 is independent and separate from the
duty to indemnify, and the duty to defend exists regardless of any ultimate liability of
the Contractor, County and any indemnified party. The duty to defend arises
immediately upon presentation of a claim by any party and written notice of such
Page 4 of 8
16C I""
claim being provided to Contractor. Contractor's obligation to indemnify and defend
under this Article 12 will survive the expiration or earlier termination of this
Agreement until it is determined by final judgment that an action against the County or
an indemnified party for the matter indemnified hereunder is fully and finally barred
by the applicable statute of limitations.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Public Utilities Water Department.
14. CONFLICT OF INTEREST: Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Contractor further represents that
no persons having any such interest shall be employed to perform those services.
15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Contractor's Proposal, Insurance Certificate, Bid #12 -5972
Specifications/ Scope of Services and Addendum/ Addenda.
16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or
individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee,
service or other item of value to any County employee, as set forth in Chapter 112, Part
III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and /or any
employee of the firm from contact with County staff for a specified period of time; b.
Prohibition by the individual and/or firm from doing business with the County for a
specified period of time, including but not limited to: submitting bids, RFP, and/or
quotes; and, c. immediate termination of any contract held by the individual and/or
firm for cause.
18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Contractor is formally acknowledging without exception or stipulation that it is fully
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either
may be amended. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this agreement and the County shall have the discretion to
unilaterally terminate this agreement immediately.
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16C 1
19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
21. ADDITIONAL ITEMS /SERVICES. Additional items and /or services may be added to
this contract in compliance with the Purchasing Policy.
22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Contractor with full decision - making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Contractor with full decision - making authority
and by County's staff person who would make the presentation of any settlement
reached at mediation to County's board for approval. Should either party fail to submit
to mediation as required hereunder, the other party may obtain a court order requiring
mediation under section 44.102, Fla. Stat.
23. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
24. KEY PERSONNEL/PROJECT STAFFING: The Contractor's personnel and
management to be utilized for this project shall be knowledgeable in their areas of
expertise. The County reserves the right to perform investigations as may be deemed
necessary to ensure that competent persons will be utilized in the performance of the
contract. The Contractor shall assign as many people as necessary to complete the
required services on a timely basis, and each person assigned shall be available for an
amount of time adequate to meet the required service delivery dates.
25. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of
any of the Contract Documents, the terms of the Agreement shall take precedence over
the terms of all other Contract Documents.
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16C 1
26. ASSIGNMENT: Contractor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer
this Agreement or any part herein, without the County's consent, shall be void. If
Contractor does, with approval, assign this Agreement or any part thereof, it shall
require that its assignee be bound to it and to assume toward Contractor all of the
obligations and responsibilities that Contractor has assumed toward the County.
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IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first
above written.
ATTEST:
Dwight E. Brock, ,Clerk of Courts
Attest as
signature
&UAt Q.4LA�
First Witness
NkoL, A. goncw
TType /print witness nameT
A"L'Ij-e'd�
Second Witnes
,QMriv / �i11, e e Cd,���r�.�
TType/ print witness na%neT
Approved as to form and
legal sufficiency:
Assistant C—Aln'y'AttZrney
eo 2c4
Orint Name
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
, Esq., Chairwoman
PROLIME CORPORATION
Page 8 of 8
Co tracto
By:
Signature
R06ozr- V.' R�E?P"S� 6671
Type/ print signature and title
16C 1/
a
AC40R ° CERTIFICATE OF LIABILITY INSURANCE
DATE (MM /DD/YYYY)
12/5/2012
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
Griffin, Smalley and Wilkerson, Inc.
37000 Grand River Avenue
PO BOX 2999
Farmington Hills MI 48333 -2999
NAME: CT Angela Mayes
PHONE (248) 471 -0970 FAX (248)471-0641 Exle AIC No
E-MAIL ESS: D
INSURERS AFFORDING COVERAGE
NAICS
INSURER A: Travelers
LIMITS
INSURED
ProLime Services LLC
58610 Van Dyke
Washington MI 48094
INSURER B
INSURER C:
INSURER D:
INSURER E:
$ 1,000,000
INSURER F:
$ 300,000
L;UVtKAbtJ • - - -- - - --
CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
THIS IS TO
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
INDICATED. NOTWITHSTANDING
BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
CERTIFICATE MAY
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
ILTR
TYPE OF INSURANCE
ADDLSUBR
ACCORDANCE WITH THE POLICY PROVISIONS.
POLICY NUMBER
POLICY EFF
MM/
POLICY EXP
M /
LIMITS
Naples, FL 34112
GENERAL LIABILITY
eA
EACH OCCURRENCE
$ 1,000,000
PREMISES Ea occurrence
$ 300,000
X COMMERCIAL GENERAL LIABILITY
MED EXP (Any one person )
$ 5,000
A
CLAIMS -MADE 1XI OCCUR
DTC04018M941
/21/2012
/21/2013
PERSONAL & ADV INJURY
$ 1,000,000
GENERAL AGGREGATE
$ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS- COMP /OP AGG
$ 2,000,000
COMBINED
Eaa accident) SINGLE LIMIT
$
1,000,000
POLICY X PRO- LOC
AUTOMOBILE LIABILITY
BODILY INJURY (Per person)
$
X
A
ANY AUTO
ALL OWNED SCHEDULED
T810338G1872
/21/2012
/21/2013
BODILY INJURY (Per accident)
$
AUTOS NON OWNED
PROPERTY DAMAGE
Pe' accident
$
HIREDAUTOS AUTOS
Uninsured motorist combined
$ 1,000,000
X
UMBRELLA LIAB
X
OCCUR
EACH OCCURRENCE
$ 2,000,000
AGGREGATE
$ 2,000,000
A
EXCESS LIAR
CLAIMS -MADE
DED I X I RETENTION$ 10,00
$
UP4018M941
/21/2012
/21/2013
A
WORKERS COMPENSATION
X WC STATU- OTH-
T
E.L. EACH ACCIDENT
$ 500 000
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR /PARTNER/EXECUTIVE a
E.L. DISEASE - EA EMPLOYEEI
$ 500,000
OFFICER/MEMBER EXCLUDED?
NIA
TAU84018M94
/21/2012
/21/2013
(Mandatory In NH)
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 701, Additional Remarks Schedule, If more space Is required)
RE: Contract #12 -5972 Lime Sludge Hauling and Disposal
Collier County is shown as additional insured with respects to General Liability as required by written
contract.
GtK11FIt,AIt rIULLJCR
" " "-- --•"'—"
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Collier County Government
Purchasing Department
3327 Tamiami Trail E
AUTHORIZED REPRESENTATIVE
Naples, FL 34112
Mark Provo /AMAY
eA
ACORD 25(2010 /05) vlaoo- cvr VM�v v•..'.••..y..- •___..__.
INS025 (201005).01 The ACORD name and logo are registered marks of ACORD