Loading...
#22-8000 (Lhoist North America of Alabama, LLC) FIXED TERM SERVICE AGREEMENT # 22-8000 for Quicklime Supply for Collier County THIS AGREEMENT, made and entered into on this 1 Z 1-h day of J (y 20 22 , by and between Lhoist North America of Alabama, LLC authorized to do business in the State of Florida, whose business address is 5600 Clearfork Main Street, Suite 300, Forth Worth, TX 76109 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencing I■I upon the date of Board approval; or on and terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. 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(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 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 and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a • Purchase Order ❑ 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP} • Invitation to Bid (ITB) Other— ( .)# 22-8000 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. • The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Agreement 2022_Ver.1 e 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): transferred from the County to the contractor; and, as a business practice there arc no is 'zed- I I .• time spent by the contractor's employees and subcontractors to perform the work(numbef , that the project requirements would most likely change. As a general business practice, of hours worked and billing rate by position (and not company (or subcontractor} timekeeping or payroll records), material or equipment invoices, and other reimbursable ❑■ Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "Iaches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2 of 17 Fixed Term Service Agreement 2022_Ver.1 9 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4,-.5 : Travel and c following rates: Mi4eage $0.44.5 per mile 8 rea kfast $6.00 $-1-1-O0 $19.00 Aiffare Rental caf hedging eles Taxi or Airport Limousine Actual cost of either taxi or airport limousine • items will be paid only after Contractor has provided all receipts. Contractor shall be undertaken pursuant to this Agreement. 5. 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. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Lhoist North America of Alabama, LLC Address: 1479 Town Center Drive, Suite 229 Lakeland, FL 33803 Authorized Agent: Kennth E, Curtiss, VP / Philipp Niemann, President Attention Name & Title: J. Dale James, Sales Manager Telephone: (314) 614-4950 E-Mail(s): Dale.James@Lhoist.com Page 3 of 17 Fixed Term Service Agreement 2022_Ver.1 ,CA All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Name: Water Division Division Director: Howard Brogdon Address: 3339 Tamiami Trail East, Suite 303 Naples, Florida 34112 Administrative Agent/PM: Howard Brogdon, Division Director Telephone: (239) 252-5252 E-Mail(s): Howard.Brogdon@colliercountyfl.gov 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. 7. 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. 8. 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. The County will not be obligated to pay for any permits obtained by Subcontractors. 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. 9. 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 Agreement 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 Page 4 of 17 Fixed Term Service Agreement 2022_Ver.1 the suspension period until the violation has been corrected to the satisfaction of the County. 10. 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 the 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 Agreement 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. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. • Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. • Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. 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. Professionw,l-Lia i atl h maintained by the Contractor to ensure its legal this insurance. Such insurance shall have limits of not less than $ each claim and aggregate. E. ; Cyber Liability: Coverage shall have minimum limits of$ per claim. F. • Pollution Liability : Coverage shall have minimum limits of $ 1,000,000 per claim. Page 5 of 17 Fixed Term Service Agreement 2022_Ver.1 G- n minimum limits of$ per claim/Occurrence. 11-1-7 I I : Coverage shall have minimum limits of$ per claim/Occurrence. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. 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 thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) 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 the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, 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. 13.1 The duty to defend under this Article 13 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 Page 6 of 17 Fixed Term Service Agreement 2022_Ver.I CAO Contractor. Contractor's obligation to indemnify and defend under this Article 13 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. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Department/Water Division 15. 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. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), [III Exhibit A Scope of Services, Exhibit B Fee Schedule, I I RFP/ 1■I ITB/ Other #22-8000 , including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes, and Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. 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. 19. 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, as amended, 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 Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with 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; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Page 7 of 17 Fixed Term Service Agreement 2022_Ver.1 Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(ccolliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. 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. Page 8 of 17 Fixed Term Service Agreement 2022_Ver.1 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County'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, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County,whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. n 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. 24. 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. 25. ❑ WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified,a d the purposc intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party.Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the Page 9 of 17 Fixed Term Service Agreement 2022_Ver.1 particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Decu►ents. If within ene (1) year after find nemn If any Product is found to be not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Except for the foregoing provided warranties, Contractor makes no further warranties of any kind, express or implied, including, but not limited to, any warranty of merchantability or fitness for any intended use or purpose. 26. • 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 County 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 County. 27. 0 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 the County or County'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 County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. Page 10 of 17 Fixed Term Service Agreement 2022_Ver.I 29. CHANGES IN THE WORK. The County 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 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 modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. 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. 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. ❑ KEY PERSONN€L.The-Contracterls rsonnel and mana^ nt to be ' tilize'+ fe f this project shall-be-knowledgeable -their areas of expertise. The County reserves the tigations as-may--be•deemed-necess ompetent as-made assigned-shall-be-availa dates. The ContraotershaIMot change Key--Personnel-unless-the following-conditions-are met: (1) Proposed replacements have-substantially-the came or better qualifications and/or experie red ' anceas possible. Page 11 of 17 Fixed Term Service Agreement 2022_Ver.1 .. ti pee rsemel. •AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement 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 Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. • ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ORDER OF PRECEDENCE (Gra t Funde d) In the event of any conflict bet•e v■�vir�--yr---r a en eement shall take precedence over the terms of all-othernts, except the terms of any Supplemental Conditions-shall-take precedence-ever the-Agreement. To the extent-any-conflict in the ter ntraot Documen olv pplementa , i , the Agr ing the more strict or costly 36. 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. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. Page 12 of 17 Fixed Term Service Agreement 2022_Ver.1 1CAO The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. 38. El SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. 39. FORCE MAJEURE. If the performance of any part of this Agreement by either party is prevented, hindered or delayed as a result of unforeseeable causes beyond the control of the parties, and not due to their fault or neglect, including but not limited to acts of Nature or of the public enemy, acts of government or the need to comply with governmental orders or regulations that result in the suspension or curtailment of activities, fires, floods, epidemics, quarantine regulation, strikes or lockouts, work stoppages or slowdowns, fuel or electric power or labor shortages, then Contractor or County, as the case may be, shall be excused from such performance during the continuance of such contingency; provided that the party seeking to be excused from performance notifies the other party of its inability to perform in writing within forty-eight (48) hours after the commencement of such delay, stating the cause or causes thereof and the anticipated time when full performance will be resumed, or be deemed to have waived any right that party may have had to request a time extension to perform under the Agreement. (Intentionally left blank-signature page to follow) Page 13 of 17 Fixed Term Service Agreement 2022_Ver.1 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of the Circuit COLLIER COUNTY, FLORIDA Court and Catrtler Ce) • By: • C By: Willi L. McDaniel Jr. , Chairman Dated: a, : 'signattite On" Lhoist North American of Alabama, LLC Contractor's Witnesses: Contractor liePat.Gc� By: 14h,14-7 eitA) Contractor's First Witness l Signature ��il�r 1 G I Gl � 1 l � S on 1TT pe/print signature�an�d tii�e� ���1�� Y TType/print witness nameT Contractor's Seco V Witness (ftic \ \\)00 TType/print wit ss nameT App ov d as to Fr a d Legality: Ze- /Z-- be-p Count Attorney ��S�} k /LQ -Print Name Page 14 of 17 Fixed Term Service Agreement 2022_Ver. Exhibit A Scope of Services 0 following this page (containing 3 pages) n this exhibit is not applicable Page 15 of 17 Fixed Term Service Agreement 2022_Ver.1 ID Invitation to Bid (ITB) #22-8000 "Quicklime Supply for Collier County" EXHIBIT A SCOPE OF SERVICES The term "Vendor" and "Contractor" may be used interchangeably throughout the Agreement. BACKGROUND Collier County's Public Utilities Department South County Regional Water Treatment Plant is seeking vendor/s to provide Quicklime for the County's water supply. DETAILED SCOPE OF WORK 1. QUICKLIME - Standard ANSI/AWWA B202 Quicklime and Hydrated Lime of latest revision. 1.1. DESCRIPTION 1.1.1. Lime, commonly called calcium oxide or quicklime, is a white, dry, free-flowing material, ranging in size from granular to pebble, along with various smaller size fines of calcium oxide, in a homogeneous mixture used in the lime softening water treatment process to chemically soften water. 1.2. PHYSICAL PROPERTIES: Appearance - white, free flowing powder/pebble mix. 1.2.1. Bulk density - 65 lb./cu ft. 1.2.2. CaO Content-at least 90%. 1.2.3. Size -pebble material ranging in size from powder to 3/8". 1.2.4. Insoluble matter- not to exceed 5%. 1.2.5. Not more than 5% of the fines shall pass a No. 100 U. S. Standard sieve and none will be retained on a 3/4" sieve. 1.2.6. The material will have sufficient free flowing characteristics to prevent bridging in the storage silo at the water plant. If the material is found to bridge excessively in storage, this will be sufficient cause to cancel the contract and award the contract to the next lowest vendor. 1.2.7. The vendor will adjust pricing or issue credits or refunds if it is discovered that an unusual amount of foreign material is produced by the normal use of this material. The vendor will also be responsible for any equipment damage(including parts and labor)resulting from foreign materials introduced to the lime feed system with the quicklime. 1.3. PRODUCT CERTIFICATION: 1.3.1. The material shall be certified as suitable for contact with or treatment of drinking water by an accredited certification organization in accordance with NSF/ANSI 60.Evaluation shall be accomplished in accordance with requirements that are no less restrictive than those listed in NSF/ANSI 60. Certification shall be accomplished by a certification organization accredited by the American National Standards Institute. 1.4. SAFETY: 1.4.1. The vendor's truck must be equipped to safely handle and unload lime. Page 1 of 3 Exhibit A—Scope of Services CAn Invitation to Bid (ITB) #22-8000 "Quicklime Supply for Collier County" 1.4.2. Safety Data Sheets(SDS)must be provided with the initial order and any time thereafter when a change in chemical is made. 1.4.3. Vendor must have representative available to respond to technical and safety concerns immediately via phone or 6 hours to the site. 1.4.4. The vendor will also be required to provide, at no additional cost to the County, two, four (4) hour training sessions at the County's facility each year that meet the federal and state safety and right to know training requirements. The education and instruction of the County's operations personnel shall be by a qualified instructor familiar with the safe handling practices associated with quicklime. 1.5. PACKAGING and DELIVERY: 1.5.1. The quicklime shall be delivered in bulk, by a hopper truck that can be unloaded pneumatically at the designated plant storage facilities. 1.5.2. Maximum Quantity per delivery: 58,000 pounds 1.5.3. Estimated Annual Usage—3,400 tons 1.5.4. Shipments will be FOB Destination, and received between the hours of 7:00AM and 5:00PM, Monday through Sunday, within three (3) working days after verbal receipt of the order from the Collier County Water Division (Includes Holidays). 1.6. DELIVERY LOCATION: South County Regional Water Treatment Plant 3851 Citygate Blvd Naples, FL 34117 1.7. UNIT PRICING 1.7.1. A unit price will be submitted by the Vendor(s) for Quicklime. The unit price submittal is to be inclusive of all costs associated with the scope of work identified, including the product, handling, transportation and delivery, any containers to be used by the County and provided by the Supplier to house their supplied chemicals on County property, fuel surcharges, etc. 1.8. PRODUCT ANALYSIS: 1.8.1. Prospective bidders shall supply a complete analysis, with their bid submittal or prior to the Notice of Recommended Award. The analysis shall include a sieve analysis showing the percent captured on each size sieve, ranging from a'/4-in. sieve to a#200 sieve. The analysis submitted must show the available calcium oxide content, slaking time, temperature rise, and insoluble matter content. All analyses shall be done in accordance with AWWA Spec B-202. 1.9. QUALITY TESTING: 1.9.1. The basis for rejection or re-testing shall be the failure of the lime to produce a 50°F rise in temperature after three (3) minutes of slaking. This can be done by the operator on each truckload delivered. A representative sample from the delivery shall be provided by the driver upon each delivery. 1.10. CAPABILITIES OF THE VENDOR: 1.10.1. The prospective bidders under this agreement shall be actively engaged in the actual production of Quicklime. The County may request documentation from the vendor to demonstrate their ability to produce Quicklime and have a reliable distribution channel to deliver at the requested delivery location. Page 2 of 3 Exhibit A—Scope of Services CA Invitation to Bid (ITB) #22-8000 "Quicklime Supply for Collier County" 2. PRICE MODIFICATIONS: 2.1. Price increase requests may be submitted annually (After 365 calendar days from the agreement commencement month/day). Retroactive price adjustments are not authorized. 2.2. Submit price increase requests in writing by email to the County Contract Administrator 30 days before the annual contract anniversary date for consideration. 2.3. Vendor shall provide supporting documentation justifying price increases (examples: vendor material agreements, distributor invoices,proof of fuel increases, etc.). 2.4. County Contract Administrator shall analyze prices to determine increases are fair and reasonable using the following methods:price competition(reviewing competitive bids or offers),market prices,historical prices, or independent estimates. 2.5. Vendor shall continue to fill all purchase orders received at the current agreement prices during the review process. 2.6. Price increase requests are not guaranteed. If approved,the Procurement Director or designee will notify the Vendor in writing with the effective date of any approved price increases and fee schedule will be modified with the price change and uploaded to the County's Finance system. Page 3 of 3 Exhibit A—Scope of Services Exhibit B Fee Schedule 1 following this page (containing pages) Page 16 of 17 Fixed Term Service Agreement 2022_Ver.1 Invitation to Bid (ITB) #22-8000 "Quicklime Supply for Collier County" EXHIBIT B FEE SCHEDULE Lhoist North America of Alabama, LLC Item Product Description Unit of Measure Price* 1 W-6 Lime Ton $355.20 *Price shall remain firm for the first year of the contract Page 1 of 1 Exhibit B—Fee Schedule Other Exhibit/Attachment Description: n following this page (containing pages) ❑■ this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement 2022_Ver.I • AC CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/30/2021 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 have ADDITIONAL INSURED provisions or 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 Marsh USA,Inc. NAME: PHOFAX 4400 Comerica Bank Tower (A/C.NE No.Ext): (A/C,No): 1717 Main Street E-MAIL Dallas,TX 75201-7357 ADDRESS: Attn:dallas.certs@marsh.com/(866)966-4664 INSURER(S)AFFORDING COVERAGE NAIC# CN102388372-Cas-GAWXP-21-22 No INSURER A:ACE American Insurance Company 22667 INSURED Lhoist North America,Inc. INSURER B:Liberty Insurance Corporation 42404 PO Box 985004 INSURER C:ACE Fire Underwriters Insurance Company 20702 Ft.Worth,TX 76185 INSURER D:AIG Specialty Insurance Company 26883 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-003030201-45 REVISION NUMBER: 39 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. INSRL TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY X HDOG7248244A 10/01/2021 10/01/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGES RENTED PREMISES ((Ea occurrence) $ 500,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 X PRO PRO- POLICY LOC PRODUCTS-COMP/OPAGG $ 3,000,000 OTHER: A AUTOMOBILE LIABILITY ISA H25543920 10/01/2021 10/01/2022 COMBINED SINGLE LIMIT $ 3,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) B X UMBRELLA LIAB X OCCUR TH7-691-468055-071 01/01/2021 01/01/2022 9,000,000 EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ 9,000,000 DED RETENTION$ $ A WORKERS COMPENSATION WLR C68919861(ADS) 10/01/2021 10/01/2022 X PER OTH- C AND EMPLOYERS'LIABILITY Y/N SCF C68919903( )WI 10/01/2021 10/01/2022 STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N N/A 1,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Pollution Legal Liability PLS 25903335 11/01/2020 11/01/2023 Each Incident/Aggregate 5,000,000 Claims Made DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:For any and all work performed on behalf of Collier County Collier County Board of County Commissioners,OR Board of County Commissioners in Collier County,OR Collier County Government are included as additional insured(except workers'compensation) where required by written contract. CERTIFICATE HOLDER CANCELLATION Collier County Board of Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3295 Tamiami Trail E. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Wea/Zda Z1S�4 9occ. ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: ON 102388372 LOC#: Dallas ACC1RD ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA,Inc. Lhoist North America,Inc. PO Box 985004 POLICY NUMBER Ft.Worth,TX 76185 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Named Insureds: Lhoist North America,Inc./KDM Holdings,Inc.and all owned subsidiaries ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD