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Backup Documents 11/13/2012 Item #16C 4ORIGINAL DOCUMENTS CHECKLIST & ROUTING Slf6 C t TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #I through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exception of the Chairman's signature, draw a line throng routing lines #I throw #4, complete the checklist, and forward to Ian Mitchell (line #5). Route to Addressee(s) (List in routing order) Office Initials Date 1. aivrooriat e. (Initial) Applicable) 2. November 13, 2012 Agenda Item Number 16.C.4 3. signed by the Chairman, with the exception of most letters, must be reviewed and signed 4. Emily R. Pepin, Esq. County Attorney Office Number of Original �01 �a 5. BCC Office Board of County Commissioners Documents Attached 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION -2-1111 Vz- (The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created /prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Ian Mitchell, need to contact staff for additional or missing information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Diana DeLeon Phone Number 252 -8375 Contact aivrooriat e. (Initial) Applicable) Agenda Date Item was November 13, 2012 Agenda Item Number 16.C.4 Approved by the BCC signed by the Chairman, with the exception of most letters, must be reviewed and signed Type of Document Agreement 12 -5925 Number of Original 2 Attached resolutions, etc. signed by the County Attorney's Office and signature pages from Documents Attached INSTRUCTIONS & CHECKLIST I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05, Revised 9.18.09 Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is Yes N/A (Not aivrooriat e. (Initial) Applicable) 1. Original document has been signed /initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials.) 2. All handwritten strike - through and revisions have been initialed by the County Attorney's �/A Office and all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the document or the final negotiated contract date whichever is applicable. 4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 5. In most cases (some contracts are an exception), the original document and this routing slip should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. N I� Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 6. The document was approved by the BCC on t . o L (enter date) and all changes made during the meeting have been incorporated in the attached document. The 1 County Attorney's Office has reviewed the changes, if applicable. I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05, Revised 9.18.09 16C4 MEMORANDUM Date: December 12, 2012 To: Diana De Leon, Contracts Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #12 -5925 with Rational Energies, Inc., for the removal of agricultural plastics at the Immokalee Transfer Station Attached for your records is an original copy of the contract referenced above, (Item #16C4) approved by the Board of County Commissioners November 13, 2012. The second original contract will be held on file in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252 -8406. Thank you. Attachment Purchasin g Department artment 1 6 C4 I'Ir County 3327 Tamiami Trail East �- - Naples, Florida 34112 is e ie� _ " sue ` I t% Telephone: (239) 252 -8375 Purchasirt FAX: (239) 252 -6597 OEC yl � 2012 Email: dianadeleon a401liergov.net www.collierQOV.net/purchasing DISK IANAGEEMENT Memorandum iv Subject: 12 -5925 "Removal of Agricultural Plastics at Immokalee Transfer Station" Date: December 5, 2012 From: Diana DeLeon, Purchasing Dept. for Scott Johnson, Procurement Strategist To: Ray Carter, Manager Risk Finance These contracts were approved by the BCC on November 13, 2012 agenda item 16.C.4 The County is in the process of executing this contract with Rational Energies, Inc. Please review the Insurance Certificate(s). • 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 k Fina ns, plea above referenced information. (Please route to County Attorney via attached Request for Legal Services) G /Acq uisitions/ AgentFormsandLetters /RiskMgmtReviewof Ins urance4 /15/2010/16/09 3.D- 4l�2012 16C4 A G R E E M E N T 12-5925 for Removal of Agricultural Plastics at Immokalee Transfer Station THIS AGREEMENT, made and entered into on this _J?� day of loo ; E;, (pe v- , 2012, by and between Rational Energies, Inc., authorized to do business in the State of Florida, whose business address is 12200 Middleset Road, Suite 300, Eden Prairie, MN 55344, (the "Contractor ") and Collier County, a political subdivision of the State of Florida, (the "County "): WITNESSETH: 1. COMMENCEMENT. The contract shall be for a two (2) year period, commencing on Board approval date and terminating two (2) years from that date. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods. The County shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Contractor shall provide plastic removal at the Immokalee Transfer Station in accordance with the terms and conditions of Bid #12- 5925 and the Contractor's proposal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Contractor and the County Project or Contract Manager or her designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. THE CONTRACT SUM. The Contractor shall provide removal of the waste plastic at zero ($0) cost to the County. Contractor shall be responsible for all costs associated with the removal, including the preparation and shipping of the material as well as the material's ultimate disposal of residual materials. At completion of the removal of the Ag- plastic hills, at its sole expense, the Contractor will fill and sod the reclaimed areas to return the land back to grade as usable land. 4. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Page 1 of 7 16C4 5. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Rational Energies, Inc. Attn: Steven Wachter, Vice President 12200 Middleset Road; Suite 300 Eden Prairie, MN 55344 Tel: 952/240-1182 Fax: 952 - 681 -7161 All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239 - 252 -8975 Facsimile: 239 - 252 -6480 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all such permits issued by the County shall be processed internally by the County. All non - County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 8. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of Page 2 of 7 16C4 the Contractor to be objectionable or improper, the County shall have the right to suspend the contract of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty -four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non - performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $1,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non - Ownership. 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 Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Page 3 of 7 16C4 Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty - four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 12.1 The duty to defend under this Article 12 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 12 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Solid Waste Management Department. 14. CONFLICT OF INTEREST: Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 7 16C4 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, Bid #12 -5925 Removal of Agricultural Plastics at Immokalee Transfer Station Specifications/ Scope of Services and Addendum. 16. SUBJECT TO APPROPRIATION. Not applicable to this Agreement. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and /or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS /SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision - making authority and by County's staff person who would make the presentation of any settlement reached Page 5 of 7 16Cy during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision - making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 23. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 24. PROJECT STAFFING: The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the contract. The Contractor shall assign as many people as necessary to complete the project on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the contract requirements. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 25. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the ITB and/or the Contractor's Proposal, the Contract Documents shall take precedence. In the event of any conflict between the terms of the ITB and the Contractor's Proposal, the language in the ITB would take precedence. 26. ASSIGNMENT: Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. Page 6 of 7 16 C4 IN WITNESS WHEREOF, the Contractor and the Countv, 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. P49 , Clerk of Courts By 4 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: � ce�� k Fred W. Covle, Chairman Rational Energies, Inc. Bv: Fixsf "Witness J an-e5 LDCa(, a & %Type/ rint witness nameT Second Witness 0. (C` ba TType /print witness nameT Approved as to form and legal sufficiency: Assistant ounty Attornev V K. PeD\Ir-\ l4rint Name Page 7 of 7 Edward Driscoll, CEO Typed signature and title km! y , . Da Recd 1 A� °® CERTIFICATE OF LIABILITY INSURANCE page 1 of 1 11128 012 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(les)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 CONTACT Willis of Minnesota, Inc. c/o 26 Century Blvd. P. 0. Boz 305191 PHONE 877_945 -7378 FAx 888- 467 -2378 E -MAIL certificates WS11iS.COm Nashville, TN 37230 -5191 INSURER(S)AFFORDING COVERAGE NAIC F INSURERA:Chartis Specialty Insurance Company 26883 -002 DAMAGE TO RENT ED PREMISES Eaoocurence INSURED Rational Energies, Inc. INSURERB:National Union Fire Insurance Company of 19445 -900 INSURER C: Commerce and Industry Insurance Company 19410 -001 12200 Middleset Road Suite 300 Eden Prairie, MN 55344 INSURER D: $ 2,000,000 INSURER E: PRODUCTS- COMP/OPAGG $ 2,000,000 INSURER F: $ B COVERAGES CERTIFICATE NUMBER: 18931596 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 TYPEOFINSURANCE DD' SUB POLICY NUMBER POLICY EFF POLICY EXP LIMITS A GENERALLIABILITY $ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR y EG5593867 6/15/2012 6/15/2013 EACH OCCURRENCE $ 11000,000 DAMAGE TO RENT ED PREMISES Eaoocurence $ 300,000 MEDEXP(Anyone person) $ 25,000 PERSONAL 8 ADV INJURY $ 11000,000 GENERALAGGREGATE $ 2,000,000 GENIAGGREGATE LIMIT APPLIES PER: 7POLICY PRO- AFrT Fil LOC PRODUCTS- COMP/OPAGG $ 2,000,000 $ B AUTOMOBILE LIABILITY ALL OWNED SCHEDULED AUTOS AUTOS Ix ANY AUTO HIREDAUTOS $ NON -OWNED AUTOS CA11191107 /15/2012 6/15/2013 EOaBBIItlEEDSINGLELIMIT $ 1,000,000 BODILY INJURY(Per person) $ BODILY INJURY(Per accident) $ ERTYDAMAGE (Per accident) $ UMBRELLA LIAR EXCESSIJAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEC) RETENTION$ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ ANY PROPRIETOR/PARTNER/EXECUTIVE ❑N OFFICER/MEMBER EXCLUDED? (Mlandatorydln NHl BB yes, desc be uMler DESCRIPTION OF OPERATIONS below N/A WC66454367 6/15/2012 6/15/2013 $ 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/ VEHICLES (Attach Acord 101, Additonal Remarks Schedule, If more space Is required) Re: Contract #12 -5925 "Removal of Agricultural Plastics at Immokalee Transfer Station" It is agreed that Collier County Board of Commissioners is included as an Additional Insured under the General Liability policy as respects work performed by the Named Insured as required by written contract, agreement or permit and executed prior to a loss. Collier County Board of Commissioners Administrative Services Division - Purchasing Dept Attn: Scott Johnson 3327 Tamiami Trail E. Naples, FL 34112 -4901 ACORD 25 (2010/05) Coll:3931365 TD1:1557432 Cart: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 6 ©1988 x010 ACORD CORPORATION_ All rights rncnrvnd The ACORD name and logo are registered marks of ACORD