Loading...
Backup Documents 09/11-12/2012 Item #11Dr fp IF z ;« W� • Memorandum Subject: Contract # 12 -5864 "Annual Roadway Contractors" 110 14-0 Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252-8446 FAX: (239) 252 -6697 Email: Brenda Brilhart(a colIiergov.net www.colliergov.neVpurchasing Date: September 17, 2012 From: Diana DeLeon for Brenda Brilhart, CPPB, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on September 11, 2012 agenda item 11.D. The County is in the process of executing this contract with Quality Enterprises USA, Inc. Please review the Payment and Performance Bonds, and Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • /f the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have aWq uestiory6, please r R)bk finance Signature 9��liv at the above refaferrt`d information. DATE RECEIVED SEP 18 2012 RISK WMGEMENT o Da (Please route to County Attorney via attached Request for Legal Services) G/ Acquisitions/ AgentFormsandLetters /RiskMgmtReviewofl nsurance4 /15/2010/16/09 110 !"�l MEMORANDUM Date: September 27, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #12 -5864 "Annual Roadway Contractors" Contractor: Quality Enterprises USA, Inc. Attached, is an original copy of the contract referenced above (Item #111)), approved by the Board of County Commissioners on Tuesday, September 11, 2012. The second 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 A G R E E M E N T 12-5864 110 For Annual Roadway Contractors THIS AGREEMENT is made and entered into this ( I+'` day of �,6i -Q 6 ,,, , 2012 by and between the Board of County Commissioners for Collier County, Florida a lol tical subdivision of the State of Florida (hereinafter referred to as the "County" or "Owner ") and Quality Enterprises USA, Inc. authorized to do business in the State of Florida, whose business address is 3894 Mannix Drive, Suite 216, Naples, Florida 34114 -5406 (hereinafter referred to as the "Contractor "). WITNESSETH: COMMENCEMENT: The Agreement shall be for a one (1) year period, commencing on U+,, J L, i ` 2-0 c 2 , and terminating on SQt li A, 6cN- 3� 2 �3. 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 three (3) additional one (1) year periods. In no event, including renewal options, shall the Agreement exceed four (4) years. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. 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 Board of County Commissioners deemed four (4) firms to be pre - qualified and awarded a Contract to each firm. Each awardee will enter into an Agreement to provide complete services for Annual Roadway Contractors on an as- needed basis as may be required by the Owner in accordance with the terms and conditions of RFP #12 -5864 and the Contractor's proposal, which is incorporated by reference and made an integral part of this Agreement. The execution of this Agreement shall not be a commitment to the Contractor that any work will be awarded to the Contractor. Rather, this Agreement governs the rights and obligation of the Quotation procedure outlined in the next paragraphs and all Work undertaken by Contractor for Owner pursuant to this Agreement and that procedure during the term and any extension of the term of this Agreement. The procedure to be followed will be determined by the value of the project. The procedures for projects are outlined below: For projects with a value up to $200,000, the procedure is as follows: • Written quotations shall be solicited from all of the awarded firms. The written quotes may be obtained electronically via the On -Line Bidding System, email, fax or written communication. Completion time shall be specified in the Quotation. • Contractor shall respond with the information and /or proposal sought within seven (7) business days or as specified by the Project Manager. • Owner may negotiate terms and conditions. • Issuance by Owner of a numbered Purchase Order. • Certification of Final Completion required by County in order for Contractor to receive final payment. Page -1- 12 -5864 Annual Roadway Contractors 2.1 USE OF SUBCONTRACTORS 110 For any project quoted under this Agreement, Contractor must be qualified and directly responsible for 51% or more of the quotation amount for said work. Projects exceeding the $200,000 threshold will be formally bid. If an awarded contractor does not participate in the quoting process three (3) consecutive times, the contractor shall be prohibited from participating in the quoting process for six (6) months and possible contract termination. 3. THE CONTRACT SUM: The Owner shall pay the Contractor for the performance of the Work pursuant to the quoted price offered by the Contractor in his response to a specific Request for Quotation. Any County agency may utilize the services offered under this contract provided sufficient funds are included in its budget(s). 4. NOTICES: All notices required or made pursuant to this Agreement to be given by the County to the Contractor shall be made in writing and shall be delivered by hand, by fax, e-mail, or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following Contractor's address of record: Quality Enterprises USA, Inc. 3894 Mannix Drive, Suite 216 Naples, Florida 34114 -5406 Attention: Louis J. Gaudio, Vice President Phone: 239/435 -7200 Fax: 239/435 -7202 All notices required or made pursuant to this Agreement to be given by the Contractor to the County shall be in writing and shall be delivered by hand, by fax, e -mail, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following County's address of record: Collier County Government Complex Purchasing Department 3327 East Tamiami Trail Naples, Florida 34112 Attention: Joanne Markiewicz Interim Purchasing /General Services Director Phone: 239 - 252 -8975 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 Service Agreement must be in writing. 5. 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. 6. PERMITS: LICENSES: TAXES: In compliance with Section 218.80, Florida Statutes, all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all Page -2- 12 -5864 Annual Roadway Contractors 110 W such permits issued by the County shall be processed internally by the County. Contractor is not responsible for paying for permits issued by Collier County, but is responsible for acquiring all permits. Owner may require the Contractor to deliver internal budget transfer documents to applicable Collier county agencies when the Contractor is acquiring permits. All permits, fees and licenses necessary for the prosecution of the Work which are not issued by Collier County shall be acquired and paid for by the Contractor. 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. 7. 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. 8. TERMINATION: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County and requirements of 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. 9. NO DISCRIMINATION: The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 10. INSURANCE: The Contractor shall provide insurance as follows.- A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, Combined Single Limit 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. 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 $1,000,000 for each accident. Special Requirements: Collier County Board of County Commissioners shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability. Page -3- 12 -5864 Annual Roadway Contractors 110 �•1 Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall insure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 11. 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, 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. PAYMENTS. Generally, the Contractor will be paid upon completion; however, for Work in excess of thirty (30) days, the Contractor may indicate on his response to the Request for Quotation his wish to receive Progress Payments. 13. PAYMENTS WITHHELD. Owner may decline to approve any invoice, or portions thereof, because of defective or incomplete work, outstanding punchlist items, subsequently discovered evidence or subsequent inspections. The Owner may nullify the whole or any part of any approval for payment previously issued and Owner may withhold any payments otherwise due Contractor under this Agreement or any other agreement between Owner and Contractor, to such extent as may be necessary in the Owner's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment, (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, Owner may, after three (3) days written notice, rectify the same at Contractor's expense. Owner also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to Owner, whether relating to or arising out of this Agreement or any other agreement between Contractor and Owner. 14. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products /materials from specifications shall be approved in writing by Owner in advance. 15. CONTRACT TIME AND TIME EXTENSIONS. A. Time is of the essence in the performance of any Work under this Agreement and Contractor shall diligently pursue the completion of the Work and coordinate the Work being done on the Page -4- 12 -5864 Annual Roadway Contractors 11D Project by its subcontractors and materialmen, as well as coordinating its Work with all work of others at the Project Site, so that its Work or the work of others shall not be delayed or impaired by any act or omission by Contractor. Contractor shall be solely responsible for all construction means, methods, techniques, sequences, and procedures as well as coordination of all portions of the Work under the Contract Documents, and the coordination of Owner's supplies and contractors. B. Should Contractor be obstructed or delayed in the prosecution of or completion of the Work as a result of unforeseeable causes beyond the control of Contractor, and not due to its fault or neglect, including but not restricted to acts of Nature or of the public enemy, acts of Government, fires, floods, epidemics, quarantine regulation, strikes or lockouts, Contractor shall notify the Owner in writing within forty -eight (48) hours after the commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which Contractor may have had to request a time extension. C. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of the Work from any cause whatever, including those for which Owner may be responsible, in whole or in part, shall relieve Contractor of his duty to perform or give rise to any right to damages or additional compensation from Owner. Contractor expressly acknowledges and agrees that it shall receive no damages for delay. Contractor's sole remedy, if any, against Owner will be the right to seek an extension to the Contract Time, provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as to claims based on late completion. 16. CHANGES IN THE WORK. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to the Contractor for any increased compensation without such written order. No officer,, employee or agent of Owner is authorized to direct any extra or changed work orally. Any modifications to this Contract shall be in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such modifications are authorized. 17. COMPLIANCE WITH LAWS. Contractor agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to the Project, including but not limited to those dealing with taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes). If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify Owner in writing. 18. CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean and ready for occupancy by Owner. 19.ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of Owner. 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 Owner. Page -5- 12 -5864 Annual Roadway Contractors 11D ta 20. WARRANTY. Contractor shall obtain and assign to Owner all express warranties given to Contractor or any subcontractors by any materialmen supplying materials, equipment or fixtures to be incorporated into the Project. Contractor warrants to Owner that any materials and equipment furnished under the Contract Documents shall be new unless otherwise specified, and that all Work shall be of good quality, free from all defects and in conformance with the Contract Documents. Contractor further warrants to Owner that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from Owner. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which Owner is entitled as a matter of law. 21. STANDARDS OF CONDUCT: PROJECT MANAGER SUPERVISOR EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well - groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 22. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the Owner the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the Owner. 23. PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of Owner or Owner's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the Owner with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the Owner's benchmarks, Contractor shall immediately notify Owner. Page -6- 12 -5864 Annual Roadway Contractors 11D im The Owner shall re- establish the benchmarks and Contractor shall be liable for all costs incurred by Owner associated therewith. 24. EMERGENCIES. In the event of any emergency affecting the safety or protection of persons or the Work or property at the Project site or adjacent thereto, Contractor, without special instruction or authorization from Owner is obligated to act to prevent threatened damage, injury or loss. Contractor shall give the Owner written notice within forty -eight (48) hours after the occurrence of the emergency, if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If the Owner determines that a change in the Contract Documents is required because of the action taken in response to an emergency, a written order shall be issued to document the consequences of the changes or variations. If Contractor fails to provide the forty -eight (48) hour written notice noted above, the Contractor shall be deemed to have waived any right it otherwise may have had to seek an adjustment to the Contract Amount or an extension to the Contract Time. 25. COMPLETION. Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Owner will make such inspection and, if Owner finds the Work acceptable and fully performed under the Contract Documents, final invoice will be submitted for review. Owner reserves the right to inspect the Work and make an independent determination as to the acceptability of the Work. Unless and until the Owner is completely satisfied, the final payment shall not become due and payable. 26. LIQUIDATED DAMAGES (determined per project). The "Commencement Date" shall be established in the Notice to Proceed to be issued by the Owner. Contractor shall commence the work within five (5) calendar days from the Commencement Date. No Work shall be performed at the Project site prior to the Commencement Date. Any Work performed by Contractor prior to the Commencement Date shall be at the sole risk of Contractor. The Work shall reach final completion and be ready for final acceptance by Owner within the time specified in the Request for Quotation. 27. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Transportation Department. 28. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim, including: Contractor's Proposal, Insurance Certificate, RFP No. 12 -5864, any addenda, any Quotation made or issued pursuant to this Agreement, and any related plans or specifications for any such Quotations. 29. 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 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 Page -7- 12 -5864 Annual Roadway Contractors I 1 D k,,1' 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. 30. 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. 31.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. No markup shall be applied to sales tax. 32. 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. 33. 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. 34.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. 35. 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. 36. 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. Page -8- 12 -5864 Annual Roadway Contractors ll0 1 IN WITNESS WHEREOF, the Contractor and the County, have each, respective y, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: Dwight E erk of Courts Dated: ftb a>rF to c4i t' 8191411" 4111111114j . F'r Susan J. Schultz Type /Print Witness Name P&A- Second Witness Marcie Cohen Type /Print Witness Name Approved as to form and le al sufficiency: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: "IL& (.0 Fred W. Coyle, Chairman Quality Enterprises USA, Inc. Contractor By: , — Signature Louis J. Gaudio Typed Signature Vice President Title Page -9- 12 -5864 Annual Roadway Contractors n a AC R" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 9/13/2012 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 NTA T NAME: Rutherfoord Rutherfoord PHONE pIC No 0. 222 Central Park Avenue E-MAIL Suite 1340 ADDRESS: Virginia Beach VA 23462 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER B:WaUSaU Underwriters Insurance 42 Quality Enterprises USA Inc & INSURER C:Chartis Specialty Insurance Company Quality Environment Co. INSURER D:CQmmerce and Industry Insurance 3894 Mannix Drive Suite 216 INSURER E: Naples FL 34114 -5406 INSURER F : COVERAGES CERTIFICATE NUMBER: 1524618367 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYpE OF INSURANCE ADDL INSR WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS A GENERAL LIABILITY TBKZ91449711032 /1/2012 /1/2013 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $300,000 MED EXP (Any one person) $5,000 CLAIMS -MADE X-1 OCCUR PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 $ POLICY X PRO- LOC B AUTOMOBILE LIABILITY ASJZ91449711012 /1/2012 /1/2013 -51NULE LIMIT Ea accident ) $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED X HIRED AUTOS X AUTOS PROPERTY DAMAGE Per accident $ $ X Comp $1,000 X Coll $1,000 D UMBRELLA LIAB X OCCUR BE61406590 /1/2012 /1/2013 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 X EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B WORKERS COMPENSATION WCJZ91449711022 /1/2012 /1/2013 X WC STATU- OTH- AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE � E.L. EACH ACCIDENT $500,000 E.L. DISEASE - EA EMPLOYEd $500,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A E.L. DISEASE - POLICY LIMIT 1 $500,000 If yes, describe under DESCRIPTION OF OPERATIONS below C Pollution Liability CP0025895025 /1/2012 /1/2013 1,000,000 each claim 1,000,000 aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: #12 -5864 Annual Roadway Contractors; The Certificate Holder is included as Additional Insured under General Liability as respects to work performed by the named insured as required by written contract for the referenced job and /or contract. Per the cancellation clause contained in the policies noted on this certificate, the policy provisions include at least 30 days notice of cancellation except for non - payment of premium. CERTIFICATE HOLDER CANCELLATION Board of County Commissioners in Collier County 3327 Tamiami Trail East Naples FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. RIZED REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD s • Memorandum Subject: Solicitation # 12 -5864 "Annual Roadway Contractors" Date: September 20, 2012 11D Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252 -8407 FAX: (239) 252 -2861 Email: kathleenmullins aa.colliergov.net www.colliergov.net/purchasing From: Kathleen Mullins — Contract/Purchasing Technician— For Brenda Brilhart To: Ray Carter, Risk Manager The County is in the process of executing this contract with Community Asphalt Corp. Please review the Insurance Certificate(s) and Bid Bonds for the referenced Contract. • if the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any Risk at the a46vo Werenced information. Signature Date (Please route to County Attorney via attached Request for Legal Services) Ak 1ot", DATE RECEIVED SEP 21 2012 RISK MANAGEMENT L---' -�>rn A001 ko(? z- G/ Acquisitions/ AgentFormsandLetters /RiskMgmtReviewoflnsurance4 /15/2010/16/09 11p ' �-j MEMORANDUM Date: October 2, 2012 To: Kathleen Mullins Purchasing Technician From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #12 -5864 "Annual Roadway Contractors" Community Asphalt Corp. Enclosed please find one (1) original of the document as referenced above, (Item #11D) approved by the Board of County Commissioners on Tuesday, September 11, 2012. An original has been kept by the Board's Minutes & Records Department where it will be kept as a part of the Board's Official Records. If you should have any questions, please contact the Minutes and Records Department at 252 -7240. Thank you. A G R E E M E N T 12-5864 11D For Annual Roadway Contractors THIS AGREEMENT is made and entered into this I %f' day of 2012 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "County" or "Owner ") and Community Asphalt Corp. authorized to do business in the State of Florida, whose business address is 16560 Mass Court, Fort Myers, Florida 33912 (hereinafter referred to as the "Contractor "). WITNESSETH: COMMENCEMENT: The Agreement shall be for a one (1) year period, commencing on OcAobQr 1, zc7 t2. , and terminating on 3o,zo(3.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 three (3) additional one (1) year periods. In no event, including renewal options, shall the Agreement exceed four (4) years. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. 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 Board of County Commissioners deemed four (4) firms to be pre - qualified and awarded a Contract to each firm. Each awardee will enter into an Agreement to provide complete services for Annual Roadway Contractors on an as- needed basis as may be required by the Owner in accordance with the terms and conditions of RFP #12 -5864 and the Contractor's proposal, which is incorporated by reference and made an integral part of this Agreement. The execution of this Agreement shall not be a commitment to the Contractor that any work will be awarded to the Contractor. Rather, this Agreement governs the rights and obligation of the Quotation procedure outlined in the next paragraphs and all Work undertaken by Contractor for Owner pursuant to this Agreement and that procedure during the term and any extension of the term of this Agreement. The procedure to be followed will be determined by the value of the project. The procedures for projects are outlined below: For projects with a value up to $200,000, the procedure is as follows: • Written quotations shall be solicited from all of the awarded firms. The written quotes may be obtained electronically via the On -Line Bidding System, email, fax or written communication. Completion time shall be specified in the Quotation. • Contractor shall respond with the information and /or proposal sought within seven (7) business days or as specified by the Project Manager. • Owner may negotiate terms and conditions. • Issuance by Owner of a numbered Purchase Order. • Certification of Final Completion required by County in order for Contractor to receive final payment. Page -1- 12 -5864 Annual Roadway Contractors 11D E1 2.1 USE OF SUBCONTRACTORS For any project quoted under this Agreement, Contractor must be qualified and directly responsible for 51% or more of the quotation amount for said work. Projects exceeding the $200,000 threshold will be formally bid. If an awarded contractor does not participate in the quoting process three (3) consecutive times, the contractor shall be prohibited from participating in the quoting process for six (6) months and possible contract termination. 3. THE CONTRACT SUM: The Owner shall pay the Contractor for the performance of the Work pursuant to the quoted price offered by the Contractor in his response to a specific Request for Quotation. Any County agency may utilize the services offered under this contract provided sufficient funds are included in its budget(s). 4. NOTICES: All notices required or made pursuant to this Agreement to be given by the County to the Contractor shall be made in writing and shall be delivered by hand, by fax, e -mail, or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following Contractor's address of record: Manuel Aguiar Community Asphalt Corp. 16560 Mass Court Ft. Myers, FL 33912 Phone: 239/337 -9486 Fax: 239/337 -9488 All notices required or made pursuant to this Agreement to be given by the Contractor to the County shall be in writing and shall be delivered by hand, by fax, e -mail, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following County's address of record: Collier County Government Complex Purchasing Department 3327 East Tamiami Trail Naples, Florida 34112 Attention: Joanne Markiewicz Interim Purchasing /General Services Director Phone: 239 - 252 -8975 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 Service Agreement must be in writing. 5. 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. 6. PERMITS: LICENSES: TAXES: In compliance with Section 218.80, Florida Statutes, all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all Page -2- 12.5864 Annual Roadway Contractors 110 such permits issued by the County shall be processed internally by the County. Contractor is not responsible for paying for permits issued by Collier County, but is responsible for acquiring all permits. Owner may require the Contractor to deliver internal budget transfer documents to applicable Collier county agencies when the Contractor is acquiring permits. All permits, fees and licenses necessary for the prosecution of the Work which are not issued by Collier County shall be acquired and paid for by the Contractor. 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. 7. 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. 8. TERMINATION: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County and requirements of 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. 9. NO DISCRIMINATION: The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 10. INSURANCE: The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, Combined Single Limit 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. 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 $1,000,000 for each accident. Special Requirements: Collier County Board of County Commissioners shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability. Page -3- 12.5864 Annual Roadway Contractors Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall insure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 11. 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, 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. PAYMENTS. Generally, the Contractor will be paid upon completion; however, for Work in excess of thirty (30) days, the Contractor may indicate on his response to the Request for Quotation his wish to receive Progress Payments. 13. PAYMENTS WITHHELD. Owner may decline to approve any invoice, or portions thereof, because of defective or incomplete work, outstanding punchlist items, subsequently discovered evidence or subsequent inspections. The Owner may nullify the whole or any part of any approval for payment previously issued and Owner may withhold any payments otherwise due Contractor under this Agreement or any other agreement between Owner and Contractor, to such extent as may be necessary in the Owner's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, Owner may, after three (3) days written notice, rectify the same at Contractor's expense. Owner also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to Owner, whether relating to or arising out of this Agreement or any other agreement between Contractor and Owner. 14. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products /materials from specifications shall be approved in writing by Owner in advance. 15. CONTRACT TIME AND TIME EXTENSIONS. A. Time is of the essence in the performance of any Work under this Agreement and Contractor shall diligently pursue the completion of the Work and coordinate the Work being done on the Page -4- 12 -5864 Annual Roadway Contractors 11D Project by its subcontractors and materialmen, as well as coordinating its Work with all work of others at the Project Site, so that its Work or the work of others shall not be delayed or impaired by any act or omission by Contractor. Contractor shall be solely responsible for all construction means, methods, techniques, sequences, and procedures as well as coordination of all portions of the Work under the Contract Documents, and the coordination of Owner's supplies and contractors. B. Should Contractor be obstructed or delayed in the prosecution of or completion of the Work as a result of unforeseeable causes beyond the control of Contractor, and not due to its fault or neglect, including but not restricted to acts of Nature or of the public enemy, acts of Government, fires, floods, epidemics, quarantine regulation, strikes or lockouts, Contractor shall notify the Owner in writing within forty -eight (48) hours after the commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which Contractor may have had to request a time extension. C. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of the Work from any cause whatever, including those for which Owner may be responsible, in whole or in part, shall relieve Contractor of his duty to perform or give rise to any right to damages or additional compensation from Owner. Contractor expressly acknowledges and agrees that it shall receive no damages for delay. Contractor's sole remedy, if any, against Owner will be the right to seek an extension to the Contract Time; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as to claims based on late completion. 16. CHANGES IN THE WORK. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to the Contractor for any increased compensation without such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Any modifications to this Contract shall be in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such modifications are authorized. 17. COMPLIANCE WITH LAWS. Contractor agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to the Project, including but not limited to those dealing with taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes). If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify Owner in writing. 18. CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean and ready for occupancy by Owner. 19.ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of Owner. 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 Owner. Page -5- 12 -5864 Annual Roadway Contractors 110 20. WARRANTY. Contractor shall obtain and assign to Owner all express warranties given to Contractor or any subcontractors by any materialmen supplying materials, equipment or fixtures to be incorporated into the Project. Contractor warrants to Owner that any materials and equipment furnished under the Contract Documents shall be new unless otherwise specified, and that all Work shall be of good quality, free from all defects and in conformance with the Contract Documents. Contractor further warrants to Owner that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from Owner. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which Owner is entitled as a matter of law. 21. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well - groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 22. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the Owner the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the Owner. 23. PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of Owner or Owner's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the Owner with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the Owner's benchmarks, Contractor shall immediately notify Owner. Page -6- 12 -5864 Annual Roadway Contractors 110 � The Owner shall re- establish the benchmarks and Contractor shall be liable for all costs incurred by Owner associated therewith. 24. EMERGENCIES. In the event of any emergency affecting the safety or protection of persons or the Work or property at the Project site or adjacent thereto, Contractor, without special instruction or authorization from Owner is obligated to act to prevent threatened damage, injury or loss. Contractor shall give the Owner written notice within forty -eight (48) hours after the occurrence of the emergency, if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If the Owner determines that a change in the Contract Documents is required because of the action taken in response to an emergency, a written order shall be issued to document the consequences of the changes or variations. If Contractor fails to provide the forty -eight (48) hour written notice noted above, the Contractor shall be deemed to have waived any right it otherwise may have had to seek an adjustment to the Contract Amount or an extension to the Contract Time. 25. COMPLETION. Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Owner will make such inspection and, if Owner finds the Work acceptable and fully performed under the Contract Documents, final invoice will be submitted for review. Owner reserves the right to inspect the Work and make an independent determination as to the acceptability of the Work. Unless and until the Owner is completely satisfied, the final payment shall not become due and payable. 26. LIQUIDATED DAMAGES (determined per proiect). The "Commencement Date" shall be established in the Notice to Proceed to be issued by the Owner. Contractor shall commence the work within five (5) calendar days from the Commencement Date. No Work shall be performed at the Project site prior to the Commencement Date. Any Work performed by Contractor prior to the Commencement Date shall be at the sole risk of Contractor. The Work shall reach final completion and be ready for final acceptance by Owner within the time specified in the Request for Quotation. 27. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Transportation Department. 28. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim, including: Contractor's Proposal, Insurance Certificate, RFP No. 12 -5864, any addenda, any Quotation made or issued pursuant to this Agreement, and any related plans or specifications for any such Quotations. 29. 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 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 Page -7- 12 -5864 Annual Roadway Contractors i10 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. 30. 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. 31.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. No markup shall be applied to sales tax. 32. 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. 33. 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. 34.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. 35.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. 36. 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. Page -8- 12 -5864 Annual Roadway Contractors ilo � 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. Brpck� le.rk, of Courts By- Dated: (Seal) aYVA kV,4'1(,g1rjA- Type /Print Witness Name , 0o � -Q.4 'Second V\$tn A LleanA 14- 'uza t-ol-n Type /Print Witness Name Approved as to form and le I sufficiency: Aws BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA B Y W. CJ, — Fred W. Coyle, Chairman Community Asphalt Corp. actor By: q�jl ign ture 0A.A.-A L%Av� �1 Typed nature Title Page -9- 12 -5864 Annual Roadway Contractors AG Q® fl -- CERTIFICATE OF LIABILITY INSURANCE DAT 09/19/2012 1) 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 Aon Risk Services, Inc of Florida 1001 Brickell Bay Drive CONTACT NAME: PHOE (AICNNo.Ext): (866) 283 -7122 .0 .No.: (847) 953 -5390 E -MAIL ADDRESS: Suite 1100 Miami FL 33131 USA INSURER(S) AFFORDING COVERAGE NAIC # GL69884UZ INSURED INSURERA: Illinois National Insurance Co 23817 Community Asphalt Corp. 9725 NW 117 Ave suite 110 INSURER B: Insurance Company of the state of PA 19429 INSURERC: commerce & Industry Ins Co 19410 Miami FL 33178 USA INSURER D: INSURER E: $300,000 INSURER F: COVERAGES CERIIFICAIE NUMBER: b1UU414H9Z1 / KEVISIUN NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INS R WVD POLICY NUMBER MWDD MWDDrNYY LIMITS GENERAL LIABILITY GL69884UZ z13.L12012 EACH OCCURRENCE $1,750,000 X COMMERCIAL GENERAL LIABILITY SIR applies per policy terns & conditions A PREMISES Ea occurrence $300,000 CLAIMS -MADE X❑ OCCUR MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $1,750,000 GENERAL AGGREGATE $3,750,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $3,750,000 POLICY [—X] PRO X LOC ECT A AUTOMOBILE LIABILITY CA 1707465 SIR applies per policy terns 12/31/2011 & conditions 12/31/2012 COMBINED SINGLE LIMIT Ea accident $1,750,000 BODILY INJURY ( Per person) X ANY AUTO BODILY INJURY (Per accident) ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident C X UMBRELLALIAB X OCCUR BE26159527 12/31/201112/31 /2012 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS -MADE SIR applies per policy terns & conditions AGGREGATE $1,000,000 DED X RETENTION 810,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/ PARTNER / EXECUTIVE N WCO21417621 12/31/2011 1213112012 X SITATU- OTH- X TORY LIMITS ER E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N/ A E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Re: Contract #12 -5864: Annual Roadway Contractors, CAC# 6517 Collier county Board of county Commissioners is included as additional insured with respect to General Liability and Automobile Liability policies where required by written contract. CERTIFICATE HOLDER CANCELLATION 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 Board of County AUTHORIZED REPRESENTATIVE Commissioners 3327 TaL 3 Trail East F c c(:�/' � Naples FL 34112 -4901 USA ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD m r c ar d O x N m V V 0 0 LO O Z d R O w t= d U M LEM Memorandum 11D Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252 -8407 FAX: (239) 252-2861 Email: kathleenmullins acolliergov.net www.collierqov.net/purchasinq Subject: Solicitation # 12 -5864 "Annual Roadway Contractors" DATE RECEIVfa Date: September 20, 2012 From: Kathleen Mullins — Contract/Purchasing Technician— For Brenda Brilhart SEP 2 5 2012 To: Ray Carter, Risk Manager RISK W#WUMENT The County is in the process of executing this contract with Ajax Paving Industries of Florida, LLC. Please review the Insurance Certificate(s) and Bid Bonds for the referenced Contract. • If the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any please contact me gl-t6e a information. nsur Appr d By: Risk anag ent Signature Date (Please route to County Attorney via attached Request for Legal Services) -r -U& N w /1,� X012 G/ Acquisitions/ AgentFormsandLetters /RiskMgmtReviewofl nsurance4 /15/2010/16/09 11D Enclosed please find one (1) original of the document as referenced above, (Item #11D) approved by the Board of County Commissioners on Tuesday, September 11, 2012. An original has been kept by the Board's Minutes & Records Department where it will be kept as a part of the Board's Official Records. If you should have any questions, please contact the Minutes and Records Department at 252 -7240. Thank you. MEMORANDUM Date: October 2, 2012 To: Kathleen Mullins Purchasing Technician From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #12 -5864 "Annual Roadway Contractors" Ajax Paving Industries of Florida, LLC Enclosed please find one (1) original of the document as referenced above, (Item #11D) approved by the Board of County Commissioners on Tuesday, September 11, 2012. An original has been kept by the Board's Minutes & Records Department where it will be kept as a part of the Board's Official Records. If you should have any questions, please contact the Minutes and Records Department at 252 -7240. Thank you. A G R E E M E N T 12-5864 110 For Annual Roadway Contractors THIS AGREEMENT is made and entered into this t'` day of SlTp, L,, , 2012 by and between the Board of County Commissioners for Collier County, Florida, a' political subdivision of the State of Florida (hereinafter referred to as the "County" or "Owner ") and Ajax Paving Industries of Florida, LLC. authorized to do business in the State of Florida, whose business address is 510 Gene Green Road, Nokomis Florida 34275 (hereinafter referred to as the "Contractor "). WITNESSETH: 1. COMMENCEMENT: The Agreement shall be for a one (1) year period, commencing on C-1- {mo6. -, c , 2_o,--�- , and terminating on jell. 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 three (3) additional one (1) year periods. In no event, including renewal options, shall the Agreement exceed four (4) years. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. 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 Board of County Commissioners deemed four (4) firms to be pre - qualified and awarded a Contract to each firm. Each awardee will enter into an Agreement to provide complete services for Annual Roadway Contractors on an as- needed basis as may be required by the Owner in accordance with the terms and conditions of RFP #12 -5864 and the Contractor's proposal, which is incorporated by reference and made an integral part of this Agreement. The execution of this Agreement shall not be a commitment to the Contractor that any work will be awarded to the Contractor. Rather, this Agreement governs the rights and obligation of the Quotation procedure outlined in the next paragraphs and all Work undertaken by Contractor for Owner pursuant to this Agreement and that procedure during the term and any extension of the term of this Agreement. The procedure to be followed will be determined by the value of the project. The procedures for projects are outlined below: For projects with a value up to $200,000, the procedure is as follows: • Written quotations shall be solicited from all of the awarded firms. The written quotes may be obtained electronically via the On -Line Bidding System, email, fax or written communication. Completion time shall be specified in the Quotation. • Contractor shall respond with the information and /or proposal sought within seven (7) business days or as specified by the Project Manager. • Owner may negotiate terms and conditions. • Issuance by Owner of a numbered Purchase Order. • Certification of Final Completion required by County in order for Contractor to receive final payment. Page -1- 12 -5864 Annual Roadway Contractors 2.1 USE OF SUBCONTRACTORS 110 For any project quoted under this Agreement, Contractor must be qualified and directly responsible for 51 % or more of the quotation amount for said work. Projects exceeding the $200,000 threshold will be formally bid. If an awarded contractor does not participate in the quoting process three (3) consecutive times, the contractor shall be prohibited from participating in the quoting process for six (6) months and possible contract termination. 3. THE , CONTRACT SUM: The Owner shall pay the Contractor for the performance of the Work pursuant to the quoted price offered by the Contractor in his response to a specific Request for Quotation. Any County agency may utilize the services offered under this contract provided sufficient funds are included in its budget(s). 4. NOTICES: All notices required or made pursuant to this Agreement to be given by the County to the Contractor shall be made in writing and shall be delivered by hand, by fax, e -mail, or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following Contractor's address of record: Andy Decraene, Area Manager Ajax Paving Industries Of Florida LLC 10501 Six Mile Cypress Parkway, Suite 118 Fort Myers, Florida 33966 Phone: 239/936 -9444 Fax: 239/707 -5121 All notices required or made pursuant to this Agreement to be given by the Contractor to the County shall be in writing and shall be delivered by hand, by fax, e -mail, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following County's address of record: Collier County Government Complex Purchasing Department 3327 East Tamiami Trail Naples, Florida 34112 Attention: Joanne Markiewicz Interim Purchasing /General Services Director Phone: 239- 252 -8975 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 Service Agreement must be in writing. 5. 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. 6. PERMITS: LICENSES: TAXES: In compliance with Section 218.80, Florida Statutes, all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all Page -2- 12 -5864 Annual Roadway Contractors 110 such permits issued by the County shall be processed internally by the County. Contractor is not responsible for paying for permits issued by Collier County, but is responsible for acquiring all permits. Owner may require the Contractor to deliver internal budget transfer documents to applicable Collier county agencies when the Contractor is acquiring permits. All permits, fees and licenses necessary for the prosecution of the Work which are not issued by Collier County shall be acquired and paid for by the Contractor. 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. 7. 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. 8. TERMINATION: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County and requirements of 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. 9. NO DISCRIMINATION: The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 10. INSURANCE: The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, Combined Single Limit 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. 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 $1,000,000 for each accident. Special Requirements: Collier County Board of County Commissioners shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability. Page -3- 12 -5864 Annual Roadway Contractors 110 Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall insure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 11. 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, 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. PAYMENTS. Generally, the Contractor will be paid upon completion; however, for Work in excess of thirty (30) days, the Contractor may indicate on his response to the Request for Quotation his wish to receive Progress Payments. 13. PAYMENTS WITHHELD. Owner may decline to approve any invoice, or portions thereof, because of defective or incomplete work, outstanding punchlist items, subsequently discovered evidence or subsequent inspections. The Owner may nullify the whole or any part of any approval for payment previously issued and Owner may withhold any payments otherwise due Contractor under this Agreement or any other agreement between Owner and Contractor, to such extent as may be necessary in the Owner's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, Owner may, after three (3) days written notice, rectify the same at Contractor's expense. Owner also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to Owner, whether relating to or arising out of this Agreement or any other agreement between Contractor and Owner. 14. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products /materials from specifications shall be approved in writing by Owner in advance. 15. CONTRACT TIME AND TIME EXTENSIONS. A. Time is of the essence in the performance of any Work under this Agreement and Contractor shall diligently pursue the completion of the Work and coordinate the Work being done on the Page -4- 12 -5864 Annual Roadway Contractors Project by its subcontractors and materialmen, as well as coordinating its JorklwiPall work of others at the Project Site, so that its Work or the work of others shall not be delayed or impaired by any act or omission by Contractor. Contractor shall be solely responsible for all construction means, methods, techniques, sequences, and procedures as well as coordination of all portions of the Work under the Contract Documents, and the coordination of Owner's supplies and contractors. B. Should Contractor be obstructed or delayed in the prosecution of or completion of the Work as a result of unforeseeable causes beyond the control of Contractor, and not due to its fault or neglect, including but not restricted to acts of Nature or of the public enemy, acts of Government, fires, floods, epidemics, quarantine regulation, strikes or lockouts, Contractor shall notify the Owner in writing within forty -eight (48) hours after the commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which Contractor may have had to request a time extension. C. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of the Work from any cause whatever, including those for which Owner may be responsible, in whole or in part, shall relieve Contractor of his duty to perform or give rise to any right to damages or additional compensation from Owner. Contractor expressly acknowledges and agrees that it shall receive no damages for delay. Contractor's sole remedy, if any, against Owner will be the right to seek an extension to the Contract Time; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as to claims based on late completion. 16. CHANGES IN THE WORK. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to the Contractor for any increased compensation without such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Any modifications to this Contract shall be in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such modifications are authorized. 17. COMPLIANCE WITH LAWS. Contractor agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to the Project, including but not limited to those dealing with taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes). If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify Owner in writing. 18. CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean and ready for occupancy by Owner. 19. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of Owner. 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 Owner. Page -5 12 -5864 Annual Roadway Contractors Ilk 20. WARRANTY. Contractor shall obtain and assign to Owner all express warranties given to Contractor or any subcontractors by any materialmen supplying materials, equipment or fixtures to be incorporated into the Project. Contractor warrants to Owner that any materials and equipment furnished under the Contract Documents shall be new unless otherwise specified, and that all Work shall be of good quality, free from all defects and in conformance with the Contract Documents. Contractor further warrants to Owner that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from Owner. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which Owner is entitled as a matter of law. 21. STANDARDS OF CONDUCT: PROJECT MANAGER SUPERVISOR EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well - groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 22. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the Owner the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the Owner. 23. PROTECTION OF WORK A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of Owner or Owner's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the Owner with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the Owner's benchmarks, Contractor shall immediately notify Owner. Page -6- 12 -5864 Annual Roadway Contractors 110 The Owner shall re- establish the benchmarks and Contractor shall be liable for all costs incurred by Owner associated therewith. 24. EMERGENCIES. In the-event of any emergency affecting the safety or protection of persons or the Work or property at the Project site or adjacent thereto, Contractor, without special instruction or authorization from Owner is obligated to act to prevent threatened damage, injury or loss. Contractor shall give the Owner written notice within forty -eight (48) hours after the occurrence of the emergency, if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If the Owner determines that a change in the Contract Documents is required because of the action taken in response to an emergency, a written order shall be issued to document the consequences of the changes or variations. If Contractor fails to provide the forty -eight (48) hour written notice noted above, the Contractor shall be deemed to have waived any right it otherwise may have had to seek an adjustment to the Contract Amount or an extension to the Contract Time. 25. COMPLETION. Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Owner will make such inspection and, if Owner finds the Work acceptable and fully performed under the Contract Documents, final invoice will be submitted for review. Owner reserves the right to inspect the Work and make an independent determination as to the acceptability of the Work. Unless and until the Owner is completely satisfied, the final payment shall not become due and payable. 26. LIQUIDATED DAMAGES (determined per proiect). The "Commencement Date" shall be established in the Notice to Proceed to be issued by the Owner. Contractor shall commence the work within five (5) calendar days from the Commencement Date. No Work shall be performed at the Project site prior to the Commencement Date. Any Work performed by Contractor prior to the Commencement Date shall be at the sole risk of Contractor. The Work shall reach final completion and be ready for final acceptance by Owner within the time specified in the Request for Quotation. 27. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Transportation Department. 28. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim, including: Contractor's Proposal, Insurance Certificate, RFP No. 12 -5864, any addenda, any Quotation made or issued pursuant to this Agreement, and any related plans or specifications for any such Quotations. 29. 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 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 Page -7- 12 -5864 Annual Roadway Contractors employee of the firm from contact with County staff for a specified period of time; I AhQtion b tY P P � Y 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. 30. 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. 31.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. No markup shall be applied to sales tax. 32. 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. 33. 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. 34.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. 35. 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. 36. 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. Page -8- 12 -5864 Annual Roadway Contractors 110 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 By: Dated: .(Seal) MUSt 81 tO 0004' 119natws *0q. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: - 71U& W. C4-a- - Fred W. Coyle, Chairman Ajax Paving Industries of Flo ida, LLC. Contractor ov&c-o B: First Witness ignature Crystal Garlick Type /Print Witness Name DMUW,11 14a Second Witness Danielle Smith Type /Print Witness Name Approved as to form and leaal sufficiency: Andre DeCraene Typed Signature Area Manager Title Page -9- 12 -5864 Annual Roadway Contractors 11D Jl 'Me &Wte is ftifw on .4*." RESOLUTION OF THE BOARD OF DIRECTORS OF AJAX PAVING INDUSTRIES OF FLORIDA, LLC Resolved, that the following individuals are authorized to enter into contracts and sign bonds with all governmental agencies, municipalities, private developers, and contractors for work performed on behalf of Ajax Paving Industries of Florida, LLC. In addition, resolved, that the following individuals have written authorization to acknowledge receipt of payment by signature on an appropriate Partial, Conditional or Final Waiver, process the filing of a Claim of Lien, Notice of Non - Payment or Satisfaction of Lien according to the Mechanics Lien Law, or process the recovery of outstanding monies due, through the means of Small Claims Court on behalf of Ajax Paving Industries of Florida, LLC, authorized to transact business in the State of Florida in the following manner_ J Officer /Manager/ Kllichael A. Horan Presjdent / M M'! L-Q /�k : Mark 0. Minic Exe#tivR Vi President A� Vince Hafeli Vice President Jason Wescoat sistant Secretary qlnjg�DLlane e y Assistant Secretary Ajax Paving Industries of Florida, LLC Expires: PerpX3t Gene Green Road, Nokomis, FL 34275 6/13/2012 Gshd /Aiaxforms/Resolution/AiaxLLC Ste en Jacob Director Roy, Patrick Areal Manager Andy D Area M Scott Pittman Area Manager Steve Ayers Projq!R Manager Christie Aiv4r6 " Assistant Secretary Main: 941- 486 -3600 Fax: 941 - 486 -3500 www.aiaxpaving.com An Equal opportunity Employer i tin 1 - Acc ° _ CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DDIYYYY) 9/26/2012 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 Guy Hurley Blaser and Heuer, LLC 1080 Kirts Blvd., Suite Troy MI 48084 CONTACT NAME: PHONE (248) 519 -1400 A/C e: (248) 519 -1401 (AIC No AAA RLESSF INSURERS AFFORDING COVERAGE NAIC # INSURERA:Illinois National Ins Co LIMITS INSURED Ajax Paving Industries of Florida, LLC 510 Gene Green Road Nokomis FL 34275 INSURER B:Hous ton Casualty CO. INSURER C:Lexin ton Insurance CO INSURER D ACIG Insurance Co INSURERE:Greenwich Insurance Co. $ 1,000,000 INSURER F: X COMMERCIAL GENERAL LIABILITY rrnvooAr - -ce L`PRTIPIr`ATP NI IMRPR•12 13 All Lines RFVISION Nt1MBFR! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE IUM POLICY NUMBER MM /DDYIYYYY MM /DDYIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 5,000 A CLAIMS -MADE Fx-1 OCCUR 9612826 6/1/2012 6/1/2013 PERSONAL & ADV INJURY $ 1,000,000 X Contractual GENERAL AGGREGATE $ 2,000,000 GEML AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 $ POLICY I X I PRO LOC AUTOMOBILE LIABILITY COMBINED 7177-ff LIMIT Ea accident 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO A ALL OWNED SCHEDULED 1707558 6/1/2012 6/1/2013 BODILY INJURY (Per accident) $ AUTOS AUTOS NON -OWNED 1 PROPERTY DAMAGE Peraccident $ HIRED AUTOS AUTOS PIP -Basic $ X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 5,000,000 HCLAIMS-MADE AGGREGATE $ 5,000,000 B EXCESS LIAR DED I I RETENTION$ $ 12XC50132 -00 6/1/2012 6/1/2013 WORKERS COMPENSATION X I WC STATU- TH- LIM YIN ANY PROPRIETOR/PARTNER/EXECUTIVE - 012000061 "' 6/1/2012 6/1/2013 E.L. EACH ACCIDENT $ 1,000,000 EXCLUDED? N /A D (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Inland Marine 13078854 6/1/2012 6/1/2013 Leased /Rented/ 25,000Ded. 550,000 E Professional & Pollution ECO037760 6/1/2012 6/1/2013 Ded.250,000 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project: #ITB 12 -5864. Collier County is an Additional Insured for General Liability and Automobile Liability with respect to the above project when required by written contract. 30 Day Notice of Cancellation applies in favor of Collier County for General Liability and Automobile Liability with respect to the above project when required by written contract. C:tK I IFIUA I t NULUtK L;ANGtLLA I IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN *Collier County ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Purchasing Dept 3301 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples, FL 34112 Robert Heuer /RCK ACORD 25 (2010/05) ©1988 -2010 ACORD CORPORATION. All rights reserved. INR075 rgmnnei nt Thn A('r%Pn nnmc and Innn oro ranicfnrarl marlrc of Ar (-I!Zn a r Memorandum Subject: Solicitation # 12 -5864 "Annual Roadway Contractors" Date: September 24, 2012 11D Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252 -6020 FAX: (239) 252-6592 Email: BrendaReaves acolliergov.net www.col liergov. neUpurchasing From: Brenda Reaves — Contract/Purchasing Technician— For Brenda Brilhart To: Ray Carter, Risk Manager The County is in the process of executing this contract with Bonness, Inc. Please review the Insurance Certificate(s) and Bid Bonds for the referenced Contract. • If the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any gUesons, please contactXe at the aboveeferenced information. Insu 2 7 <' 2/ Risk MadagMment Signature (Please route to County Attorney via attached Request for Legal Services) DATE RECEIVED SEP 2 5 2012 RISK M MUMENT �, G /Acquisitions /AgentFormsand Letters /RiskMgmtReviewofl n s u ra nce4/ 15/2010/16/09 110 MEMORANDUM Date: October 3, 2012 To: Brenda Reaves, Contract Technician Purchasing Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract Number #12 -5864 "Annual Roadway Contractors" Contractor: Bonness, Inc. Attached is the original contract, referenced above (Item #11D) approved by the Board of County Commissioners on September 11, 2012. The second original document will be kept in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252 -7240. Thank you. A G R E E M E N T 12-5864 110 For Annual Roadway Contractors THIS AGREEMENT is made and entered into this (th day of 2012 by and between the Board of County Commissioners for Collier County, Florida, 'a political subdivision of the State of Florida (hereinafter referred to as the "County" or "Owner ") and Bonness, Inc. authorized to do business in the State of Florida, whose business address is 1990 Seward Avenue, Naples, Florida 34109 (hereinafter referred to as the "Contractor "). WITNESSETH: 1. COMMENCEMENT: The Agreement shall be for a one (1) year period, commencing on Ctf 6 - I ` 2, r z , and terminating on 3v�2Qt3, The County may, at its discretion and with the consent of the Contractor, renew Ithe Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. In no event, including renewal options, shall the Agreement exceed four (4) years. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. 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 Board of County Commissioners deemed four (4) firms to be pre - qualified and awarded a Contract to each firm. Each awardee will enter into an Agreement to provide complete services for Annual Roadway Contractors on an as- needed basis as may be required by the Owner in accordance with the terms and conditions of RFP #12 -5864 and the Contractor's proposal, which is incorporated by reference and made an integral part of this Agreement. The execution of this Agreement shall not be a commitment to the Contractor that any work will be awarded to the Contractor. Rather, this Agreement governs the rights and obligation of the Quotation procedure outlined in the next paragraphs and all Work undertaken by Contractor for Owner pursuant to this Agreement and that procedure during the term and any extension of the term of this Agreement. The procedure to be followed will be determined by the value of the project. The procedures for projects are outlined below: For projects with a value up to $200,000, the procedure is as follows: • Written quotations shall be solicited from all of the awarded firms. The written quotes may be obtained electronically via the On -Line Bidding System, email, fax or written communication. Completion time shall be specified in the Quotation. • Contractor shall respond with the information and /or proposal sought within seven (7) business days or as specified by the Project Manager. • Owner may negotiate terms and conditions. • Issuance by Owner of a numbered Purchase Order. • Certification of Final Completion required by County in order for Contractor to receive final payment. Page -1- 12 -5864 Annual Roadway Contractors 2.1 USE OF SUBCONTRACTORS 11D For any project quoted under this Agreement, Contractor must be qualified and directly responsible for 51% or more of the quotation amount for said work. Projects exceeding the $200,000 threshold will be formally bid. If an awarded contractor does not participate in the quoting process three (3) consecutive times, the contractor shall be prohibited from participating in the quoting process for six (6) months and possible contract termination. 3. THE CONTRACT SUM: The Owner shall pay the Contractor for the performance of the Work pursuant to the quoted price offered by the Contractor in his response to a specific Request for Quotation. Any County agency may utilize the services offered under this contract provided sufficient funds are included in its budget(s). 4. NOTICES: All notices required or made pursuant to this Agreement to be given by the County to the Contractor shall be made in writing and shall be delivered by hand, by fax, e -mail, or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following Contractor's address of record: Kathleen M. Bailie Bonness, Inc. 1990 Seward Avenue Naples, FL 34109 Phone: 239/597 -6221 Fax: 239/597 -7416 All notices required or made pursuant to this Agreement to be given by the Contractor to the County shall be in writing and shall be delivered by hand, by fax, e-mail, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following County's address of record: Collier County Government Complex Purchasing Department 3327 East Tamiami Trail Naples, Florida 34112 Attention: Joanne Markiewicz Interim Purchasing /General Services Director Phone: 239 - 252 -8975 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 Service Agreement must be in writing. 5. 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. 6. PERMITS: LICENSES: TAXES: In compliance with Section 218.80, Florida Statutes, all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all Page -2- 12 -5864 Annual. Roadway Contractors 11D such permits issued by the County shall be processed internally by the County. Contractor is not responsible for paying for permits issued by Collier County, but is responsible for acquiring all permits. Owner may require the Contractor to deliver internal budget transfer documents to applicable Collier county agencies when the Contractor is acquiring permits. All permits, fees and licenses necessary for the prosecution of the Work which are not issued by Collier County shall be acquired and paid for by the Contractor. 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. 7. 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. 8. TERMINATION: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County and requirements of 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. 9. NO DISCRIMINATION: The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 10. INSURANCE: The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, Combined Single Limit 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. 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 $1,000,000 for each accident. Special Requirements: Collier County Board of County Commissioners shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability. Page -3- 12 -5864 Annual Roadway Contractors 110 ti Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall insure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 11. 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, 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. PAYMENTS. Generally, the Contractor will be paid upon completion; however, for Work in excess of thirty (30) days, the Contractor may indicate on his response to the Request for Quotation his wish to receive Progress Payments. 13. PAYMENTS WITHHELD. Owner may decline to approve any invoice, or portions thereof, because of defective or incomplete work, outstanding punchlist items, subsequently discovered evidence or subsequent inspections. The Owner may nullify the whole or any part of any approval for payment previously issued and Owner may withhold any payments otherwise due Contractor under this Agreement or any other agreement between Owner and Contractor, to such extent as may be necessary in the Owner's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount, (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor, or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, Owner may, after three (3) days written notice, rectify the same at Contractor's expense. Owner also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to Owner, whether relating to or arising out of this Agreement or any other agreement between Contractor and Owner. 14. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products /materials from specifications shall be approved in writing by Owner in advance. 15. CONTRACT TIME AND TIME EXTENSIONS. A. Time is of the essence in the performance of any Work under this Agreement and Contractor shall diligently pursue the completion of the Work and coordinate the Work being done on the Page -4- 12 -5864 Annual Roadway Contractors 110 Project by its subcontractors and materialmen, as well as coordinating its Work with all work of others at the Project Site, so that its Work or the work of others shall not be delayed or impaired by any act or omission by Contractor. Contractor shall be solely responsible for all construction means, methods, techniques, sequences, and procedures as well as coordination of all portions of the Work under the Contract Documents, and the coordination of Owner's supplies and contractors. B. Should Contractor be obstructed or delayed in the prosecution of or completion of the Work as a result of unforeseeable causes beyond the control of Contractor, and not due to its fault or neglect, including but not restricted to acts of Nature or of the public enemy, acts of Government, fires, floods, epidemics, quarantine regulation, strikes or lockouts, Contractor shall notify the Owner in writing within forty -eight (48) hours after the commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which Contractor may have had to request a time extension. C. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of the Work from any cause whatever, including those for which Owner may be responsible, in whole or in part, shall relieve Contractor of his duty to perform or give rise to any right to damages or additional compensation from Owner. Contractor expressly acknowledges and agrees that it shall receive no damages for delay. Contractor's sole remedy, if any, against Owner will be the right to seek an extension to the Contract Time; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as to claims based on late completion. 16. CHANGES IN THE WORK. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to the Contractor for any increased compensation without such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Any modifications to this Contract shall be in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such modifications are authorized. 17. COMPLIANCE WITH LAWS. Contractor agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to the Project, including but not limited to those dealing with taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes). If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify Owner in writing. 18. CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean and ready for occupancy by Owner. 19. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of Owner. 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 Owner. Page -5- 12 -5864 Annual Roadway Contractors 11D 1 i '1 20. WARRANTY. Contractor shall obtain and assign to Owner all express warranties given to Contractor or any subcontractors by any materialmen supplying materials, equipment or fixtures to be incorporated into the Project. Contractor warrants to Owner that any materials and equipment furnished under the Contract Documents shall be new unless otherwise specified, and that all Work shall be of good quality, free from all defects and in conformance with the Contract Documents. Contractor further warrants to Owner that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from Owner. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which Owner is entitled as a matter of law. 21. STANDARDS OF CONDUCT: PROJECT MANAGER SUPERVISOR EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well - groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 22. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the Owner the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the Owner. 23. PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of Owner or Owner's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the Owner with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the Owner's benchmarks, Contractor shall immediately notify Owner. Page -6- 12 -5864 Annual Roadway Contractors 110 The Owner shall re- establish the benchmarks and Contractor shall be liable for all costs incurred by Owner associated therewith. 24. EMERGENCIES. In the event of any emergency affecting the safety or protection of persons or the Work or property at the Project site or adjacent thereto, Contractor, without special instruction or authorization from Owner is obligated to act to prevent threatened damage, injury or loss. Contractor shall give the Owner written notice within forty -eight (48) hours after the occurrence of the emergency, if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If the Owner determines that a change in the Contract Documents is required because of the action taken in response to an emergency, a written order shall be issued to document the consequences of the changes or variations. If Contractor fails to provide the forty -eight (48) hour written notice noted above, the Contractor shall be deemed to have waived any right it otherwise may have had to seek an adjustment to the Contract Amount or an extension to the Contract Time. 25. COMPLETION. Upon receipt of written certification by Contractor that the Work is.completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Owner will make such inspection and, if Owner finds the Work acceptable and fully performed under the Contract Documents, final invoice will be submitted for review. Owner reserves the right to inspect the Work and make an independent determination as to the acceptability of the Work. Unless and until the Owner is completely satisfied, the final payment shall not become due and payable. 26. LIQUIDATED DAMAGES (determined per proiect). The "Commencement Date" shall be established in the Notice to Proceed to be issued by the Owner. Contractor shall commence the work within five (5) calendar days from the Commencement Date. No Work shall be performed at the Project site prior to the Commencement Date. Any Work performed by Contractor prior to the Commencement Date shall be at the sole risk of Contractor. The Work shall reach final completion and be ready for final acceptance by Owner within the time specified in the Request for Quotation. 27. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Transportation Department. 28. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim, including: Contractor's Proposal, Insurance Certificate, RFP No. 12 -5864, any addenda, any Quotation made or issued pursuant to this Agreement, and any related plans or specifications for any such Quotations. 29. 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 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 Page -7- 12 -5864 Annual Roadway Contractors 110 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. 30. 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. 31.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. No markup shall be applied to sales tax. 32. 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. 33. 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. 34.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. 35.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. 36. 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. Page -8- 12 -5864 Annual Roadway Contractors 11p 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. crock,. Clerk of Courts By: Dated:' �a�Qn First Witness "a)A ro, A . Yin nrSle I i Type /Print tness Name rV Second Witness Type /Print Witness Name Approved as to form and legal sufficiency: fZC BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA (A). C By: Fred W. Coyle, Chairman Bonness, Inc. Contractor v - - Signature Typed Signature E x ed-u:f�'*ire' V Title Page -9- 12 -5864 Annual Roadway Contractors 110 M A� CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DDIYYYY) 0912612012 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 Marsh USA, Inc. 3031 N. Rocky Point Drive West, Suite 700 CONTACT NAME: AIC N N O, Ext : A/C No): E-MAIL ADDRESS: Tampa, FL 33607 Attn: Kim.L.Arvanitis @Marsh.com ; Ph: (813) 207 -5174 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Illinois National Ins Cc 23817 101266 - Bonn- Cas -12 -13 INSURED Bonness,lnc. 1990 Seward Avenue INSURER B: New Hampshire Insurance Company 23841 INSURER C; Starr Indemnity & Liability Company 38318 INSURER D: Insurance Company Of The State Of PA 19429 Naples, FL 34109 INSURER E: GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- LOC PRODUCTS - COMP /OP AGG INSURER F: $ CAVFRAnPA CERTIFICATE NIIMRFR- ATI- 0029QRRR0 -07 REVISION NUMBER:5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MM /DDIIYYYY MM DD //YYYY LIMITS A GENERAL LIABILITY CLAIMS -MADE M OCCUR [;X MMERCIAL GENERAL LIABILITY $250 ,000 GL9612842 06/01/2012 06/01/2013 EACH OCCURRENCE $ 11750,000 _UA PREMISES Ea occu ante $ 500,000 MED EXP (Anyone person) $ PERSONAL & ADV INJURY $ 1,750,000 GENERAL AGGREGATE $ 3,750,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- LOC PRODUCTS - COMP /OP AGG $ 3,750,000 $ B AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS NON- -OWNED HIREDAUTOS AUTOS CA1707569 06/01/2012 06/01/2013 EeaccdeD SINGLE LIMIT $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ C X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE SISCCCLO1794412 06/01/2012 06/01/2013 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED I I RETENTION $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N I A WC035896327 06/01/2012 06/01/2013 X WC STATU- OTH- T RY LIMIT ER E.L. EACH ACCIDENT $ 1'000'000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project: For any and all jobs performed for Collier County. Collier County is included as Additional Insured where required by written contract or agreement with respect to General Liability. CtKI II-IGA I E HULUhK GANGCLLA I IVN Collier County Board of SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3327 Tamiami Trail East ACCORDANCE WITH THE POLICY PROVISIONS. Naples, FL 34112 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Kim Arvanitis @ 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 11D POLICY NUMBER: GL 961 -28-42 OOMMERCiAL GENERAL io Oi oa THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement medifles insurance provided under the following; COMMERCIAL, GENERAL LIASILITY COV5RAGE PART SCHEDULE Name Of Additional Insured Parsonis) Or Or anixation10: Location al Of Covere4 ID erstions ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT DR AtOREEMENT BECDMI~ OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT Of ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO Information required to oom late this Schedule, if not shown above, will be shown in the Declarstlons. A. Section 11 - Who Is An insured is amended to 1. All work, including materials, parts or equip - au0 include s$ an additional insured the person(O or ment furnished In connection with organuatian(sl shown in the Schedule, but only "bodily ", work, on the project Iother than servift, maintenance or repairs) to be performed by with respect to liability for injury "property damage" or "personal and advertising or an Behalf of the additional insured(s) at injury" caused, in whole or in part, by; the location of the covered operations has 1. Your acts or omissions; or been completed, or 2. That portion of "your work" out of which 2. The acts or omissions of those acting vn the Injury, or damage arises has been put to your behalf; its Intended use by any person or organ - In the performanao of your ongoing operatons iaation other than another contractor or sub - for the additional Insured(s) at the location{sl contractor engaged In performing oper- douignated above. ations for a principal as a part of the seine S. With respect to the Insurance afforded to these project. additional Insureds, the following additlonal exclusions apply: This insurance does not apply to "bodily Injury" or "property damage" occurring after: 0 Ca 20 10 07 04 6 180 Ptopertles. lnc.,2004 Page 1 of 1 Q 110 '"'N POLICY NUMBER: GL 961 -28-42 COMMERCIAL GENEG 1 Z4 37 d 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIA131LITY COVERAGE PART SCHEDULE Name Of Additional Insured Personls} Or Or saRon a And D on Of 90010"d 2"911H ANY PERSON OR ORGANIZATION MIWM YOU PER THE CONTRACT OR AGREEMENT BECOME OBL I GATED TO I INC) -UDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO Information required to complete this Schedule, if not shown above, will be shown in the Declarations, 5eatian 11 - who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" Caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products - completed operations hazard." CO 20 37 07 04 0 150 Properties, Inc „2044 Page 1 of 1