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#24-8253 (Quality Enterprises USA, Inc.)
FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT # 24-8253 for Purchase and Delivery of Aggregates THIS AGREEMENT, made and entered into on this as day of Ocbbef 20 24 , by and between Quality Enterprises USA, Inc. authorized to do business in the State of Florida, whose business address is 3494 Shearwater Street, Naples, Florida 34117 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESS ETH: 1. AGREEMENT TERM. The Agreement shall be for a one ( 1 ) year period, commencing • upon the date of Board approval; or on and terminating-on ( ) year(s)r(si)from that-date or until all outstanding-Purchase unti! al!"v outstanding-Purchase I..YClAI lull ly Y l,l VY"I IA�J L. Order(s)issued prior-to the expiration-of-the-Agreement period have,,.been-completed„ter 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 ❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I I Request-for-Proposal (RFP) ICI Invitation to Bid (ITB) I Other___ ( ) # 24-8253 , 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 Se ices-attached-hereto. Page 1 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1 I CAO 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. 3.2 III The procedure for obtaining Work under this Agreement is outlined in Exhibit A - Scope of Services attached hereto. 3.3 ❑ The-pfec-ed'uro-for obtaining-Work-under this-Agreement-4s outline -in 7 Other €)(hibit''Atte ch ment: The_County reserves the right to-sped• „_ ach_Reqlost.for,,.Quotations.:-theper ed 'V County reserves vw..i right IiIV .rN\,r�.i�""�.'In\.rUV�,I I ,.�.M 4vJl IVI IAV�lAII VII IJ. I l.I of-completion; collection of liquidateed,.,d Amugge,ss,in the event of late cernpletiono....and.,,the Price-Methodology selected in 4.1. 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): ❑ Lump Sum (Fixed Price): A firm fixed total price offering for a--project;-the risks-are transferred from-the'."-County to-the-contractor; and, as--a-busi'ness--praetice-th'e're-are-no hourly or material-invoices-presented,--"rather, the contactor-must perform"-"'to---the satisfactionr 'of the County's-project manager before payment-for-the'-4+xed prisecontract is 7"i:ed. n Time and Materials: The County agrees to pay the contractor-for the amount-of labor time-spent by the contr-aster's-employees--and-slubcontractors to-perform—the—work—(number of-hours-times hourly,,,r to)_...G"rd..AN—Materials,.,and-equipment,ussed-in-the-project..,(cco '"of materials-plus the-contraVtor'J._ ogy-.is ereFatly-used-i.n-projects-in which-it is-not possible-to-eeeurately estimate-"the-size-of-the-project;-'ar-when-it4is-exerted" that the project-requirements--would most"-likely-change. As-a-general--bus4Ress--practice; these-contracts include back up documentation-of entation-of costs invoices would-include-number Im I of-hours-worked and billing rate positian,(and:...company-(or-(or ct- til'nekeep vv ul lan.0 and billing by NVJI�I (u vIIINuI ly c or--payroll records), material or equipment invoices; .wand—other- 'reimbursable documentation for the project. • 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). Page 2 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CA_9 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 "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 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 U (check if applicable) Travel-and-Reimbursable,.,...,Expenses:° Tr and Reimbursable-Expenses must be opprr++ov^ed^"4n""advance in writing-by-the"'.County: "T expsn�.,shaft-be-reimbursed as per i 'e rl'"4-1"'2.v.61 FIB Stats. i Fla. v�u� Reimbursements-shall be at the--following...rates. Mileage $0 44w 5 per-mile Breakfast $6:-00 Lunch $ 00 er $49700 Aci-rfare Actual..ticket-cyst-limited wrist or-coach class-fare Rental-car led-As- compact-or ctanda .Lodging Actual-easte€tod4+ng--at fgle-osGup'ancy-rate with-map--of-nmore th'an4150 00 per-night Parking Actual-cost'-of'-parking Taxi-or-Airport Limousine Actual cost-of"either.taxi or-airport limousine Reimbursable'items other than travel expenses shall be limited tc the•following—telephone long-dista ce charges, fax charges, photocopying charges and-postage: Rei r bursable itperne-will—be-paid only1 aftert� Contractor.'p� p has pro ided-ajll-�re�ceipits!:'-CContract l ll-•be respen lee-fC9'r'"" l•ether costs-and expenses associ ated�•'�V'1' etivities- ertaken---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 # 85-8015966531 C. Page 3 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CA0 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: Quality Enterprises USA, Inc. Address: 3494 Shearwater Street Naples, Florida 34117 Authorized Agent: Louis Gaudio Attention Name & Title: Vice President Telephone: (239) 435-7200 E-Mail(s): LGAUDIO@QEUSA.COM 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 Director: Marshall Miller Division Name: Road, Bridge, and Stormwater Division Address: 2885 Horseshoe Drive S Naples, Florida 34104 Administrative Agent/PM: Melissa Pearson Telephone: (239) 252-5591 E-Mail(s): melissa.pearson@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. Page 4 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] S 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 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 the 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 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 or any other class protected by federal or Florida law. 12. INSURANCE. The Contractor shall provide insurance as follows: A. n Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply per project. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. n Business Auto Liability: Coverage shall have minimum limits of$ 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. n 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. Page 5 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.]] S D. ❑ Professional-Liability:- Shall,be-maintained--by the-Contractor-to ens --its-leg'al liability'--forty--claims rform ante of-professionalservices-unde"r -this Agreement: Contractor-waives iterigh"t-of-recovc y against"county as--to any claims under this-insurance:-Such insurance-shall"have••llmitc of not lese-thar_$—µ- -_...-.._---each claim-and-'"agg-regate. E ❑ Cyber Liability: Coverage shall have minimum.lim1"ts'Qf _.per.claim. , F ❑ :-Coverage .yall-have-min m ll its of$ --- per claim- a ..Coverage shall-hove minimum limits of$ per claim. .,...,._.,,,,,.._._....-..... : Coverage shall have-minimum llim'its.of __.__. _.per-claim 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 Page 6 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] 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 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 Road, Bridge, and Stormwater 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), dui Exhibit A Scope of Services, Exhibit B Fee Schedule, PCP/ • ITB/l Other #24-8253 , including Exhibits, Attachments and Addenda/Addendum, n subsequent P711/,�., e.,,.,, nd Other Exhibit/Attachment• ,..,,,,,, .,....... �1���Yte'l.Y", �IIV LI IVI L/\I 1I IJIU/ \llU l.iY IIIVIIL. ,••....••.........::.. 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, Page 7 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CAO 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, as well as the requirements set forth in Florida Statutes, §448.095; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(colliercountyfLgov 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 Page 8 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.I] CA0 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. 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. If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark- up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary of the Company and any business, corporation, partnership, limited liability company or other entity in which the Company or a Parent or a Subsidiary of the Company holds any ownership interest, directly or indirectly. 23. n CI EAN up. Contractor agrees to keep._the Project site clean at all times-of debris, v�._.-... vvi iu uvw� agrees..a+v cvvp-the Project vwva .+rc�.._vr clean r rubbish and waste ,materials arising out--of the Work. At..-the'camplets-o^__-af--the---Work; Gontractorshall-remove all debris, rubbish-and-waste, materials"frormand about"the-Project Page 9 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] S site;as'well,.as all tools, applraneesr e'onstr-uction"-equipment..and_m-aohinery-a; d-suc'plus materials, and she!! leave the"Project-s'ite"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, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose 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 particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County 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 the County. 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 the County is entitled as a matter of law. 26. ❑ TESTS AND !NSPEr`TIONS--.If--'the Contract—Documents-or-any-codes,- laws, ordinances,"rules-or regulations of-any public authority having-jurisdiction-over the Project requi F..,,, ortion the Work___to be specifically__. inspec-tedwm-tested-or-' approved, i�,yuire.� a'n'y"'°purlivri of the vim. M e NN Contractor"shall assume full responsibility therefore, pay all costs4n connectiowtherewitb and -furnish to the--County the required certificates of inspection, 'testing or-approva All inspections 4estb' pprovals shall be performed in mannerand""'by"organizations i.�N vi i , ��"er-aNr,vvu,� shall vim. performed i n�.0 n� a i acceptable-.to.-.the'-County_ 27. I I PROTECTION-OF-WORK, : AT-Contractor"-shall--f slly-proteet---the---Wrk-from-loss--o-r-damage and shall bear the cost of-any...sue-h-loss-er-'damage...unti!...fine'l-payment....has_been.....made:-.....lf---C'ontractof-or a-nyone--for"whom-Go'ntFaetori legally- Fable-is-responsible,for-any-loss-or-damage to the (er ;-e'r--ather'_work-...or-.materials-of-the.._.County-.or.,-County's----separate contr act°r-s;CentractorshaI1-be-charged"'-with--the-same,'and aey...monies necessary Page4O of-1-P Fixed-Tem-ServiceMulti-G&ntractorAgreemfen [2024_ver.1 CAO to-replace--s —lei er-_ ,afna -shall—b educted. .from-any-amounts-due to Contractor: g.,.. Contractor--shall-not-load-nor permitMany-part-of-any-structure-to--be-loaded,-,in-any manner-tkat-will endanger-the-structure,--nor shall-Contractor-subject-any part-of the Work-or-adjacent propert -to-stresses or pressures-that-will-endanger-it. C. Contractor sha11-not--disturb-any--benchm-ark-established-by...the County—with-respect to-the-Project. , -Conntr-actor or4 s—subcantraotors;agents-or---anyone;for-••Whom Contractor r--is-legally---liable;--d tucbs the--County's_benchmarker-Contractor shall immediate!y...notffy-the-County--T-I e 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. 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. Page- -of-17 Fixed-Term-Se ee—u1ti-Cantractar Agreement [2024--ver.I CAC 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- PERSONNEL The Contractor's-personnel and management-to be-utilized-for this-project-shall be knowledgeable in-their-are s.-of,.expertise. The-Gaunt reserves" ,v ee stig ice_as may-be-deee, re-that-competent t ersons--wild-be-'-utaliz ce- f to e-Ag e ne"nt T-fie--G ntr act ill--ali gn as-many-people as necessary-"to oomplete-the y-basis and'a'a=sh-person assigned-shall-be-available for-an-amount-cf-tine-adequate.terneet--the-required- lce dates- e.Ge rtractcr nel unless-the-following conditions-are rnet:- (1)---Proposed.._.-epl'ac-ements--have- substarpally the-same-or-better-qualifications and/of-experience:(2-)-th-at-the-Gounty-ls-nnetified'..in wr iti^rg-ae far--in-advv-a'nce-sposslble: The-Gent tec shall'make commercia Hy-yea sonu"le_e#forttof'y'-Gollie within i von ays-of-the change.The County retains final approval'of prepos t personnel- • 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. I 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.LiORDER OF PRECEDENCE (Grant Funded): ,gig"the-terms-of aany-o-f-the Contract--DDocuments-and/or-'"th -"Gseety"&-Board-a proved E ecutive-S ke--preee lenoe'-over-the-•t2rms..of all--ethe s, except--the-terras-of ara-y-Stippler otal Conditions-shall-take p eoeden aatent any..-ee"nflict""iri-the-tef-f Gf" he-��6t n w l�� any Documents-cannot-be-resolved by application--cf the Suppler aerrti l'Cowfditions;-if_any, or the-Agreement, the conflict shall"'be resolved by imposing the mere"".striot-eY-"cos4- obligation undee'r the Contract Documents-upon the Contractor-at"Co it tyls-di.Sc-retiei 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 Page 12 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CAO 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. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS©colliercountyfl.gov) 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. Collier County Sheriff's Office (CCSO) requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the Contractor is responsible for all costs. 38. A 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 Page 13 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. 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 CO Y, FLORIDA Court and Comptroller By: By: Dated: t 1.. zt-( �-V Chris Hall, Chairman SEA • E'f+ttest as to Chairman's L) signature only Contractor's Witnesses: Quality Enterprises USA, Inc. Contractor ntra s Ft s Signature 9 Louis J. Gaudio, Vice President James Scott Frazier TType/print signature and titleT TType/printwitness nameI d' /4lCic C OY` Contractor's Second Witness Marcie Cohen TType/print witness nameT Approved a to m and Legality: Assistant County Attorney Carly Jeanne Sanseverino Print Name Page 14 of 17 Fixed Term Service Multi-Contractor Agreement U v [2024_ver.I] U Cq� Exhibit A Scope of Services n following this page (pages through 3 ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CqO EXHIBIT A Scope of Services #24-8253 Awards have been established based on the lowest line-item unit price per area on a Primary,Secondary,and Tertiary basis. The Division Representatives will place orders on an as-needed basis with the Contractor's Account Representative to purchase and deliver the materials to designated areas throughout the County. 1, SPECIFICATIONS: Materials listed, if applicable, shall meet or exceed the Florida Department of Transportation(FDOT)Standard Specifications for Road and Bridge Construction,current edition. Link:https://www.fdot.gov/programmanagement/implemented/specbooks/default.shtm 1.1. Division III, Materials,Aggregates: Contractors shall review the material specifications, ensuring that the materials they bid meet or exceed the FDOT specifications and gradation requirements. Upon request by Collier County,the Contractor will provide a written certification from a qualified testing laboratory or other acceptable sources to verify materials'compliance with the specifications at no cost to the County. 1.2. Coarse Aggregate,FDOT Section 901,Table 901-1. 1.2.1. #57 Stone:shall conform to the gradation requirements for VI to inches. 1.2.2. #89 Stone:shall conform to the gradation requirements for 3/8 inches. 1.3. Fine Aggregate,FDOT Section 902 1.3.1. Sand Fill,Section 902-3:In accordance with the standard. 1.3.2. Screenings,FDOT Section 902-5,Table 902-3:In accordance with the standards of 3/8 inches sieve size with 100%percent passing. 1.4. Base and Stabilized Base Materials, FDOT Section 911: Materials listed in this section must meet Limerock Bearing Ratio(LBR) 100. 1.4.1. Limerock Base Materials, Section 911-5.2.1,Table 911-4: Materials shall meet the gradation and size requirement for graded base material where at least 97%of the material shall pass a 3-1/2 inches sieve,and the material shall be graded uniformly down to dust. The fine material shall consist of dust of fracture. 1.4.2. Shell-Rock Road Base Materials,FDOT Section 911-2.5: Materials must meet the gradation and size requirement for graded base material where at least 97% shall pass a 3-1/2 inches sieve. 1.4.3. Stabilization Materials, FDOT Section 914: Stabilizer materials shall meet the requirements for subgrade stabilization. 1.5. Riprap(Rubble),FDOT Section 530-1.1.3.2(Ditch Lining): Riprap is defined as hard sound,durable rubble, free of open or incipient cracks, soft seams, or other structural defects, consisting of broken stone. 1.5.1. 3"—6"Riprap(Rubble)shall be screened to a size no smaller than 6 inches and no larger than 7 inches. 1.5.2. 6" — 12" Riprap (Rubble) shall be screened to a size no smaller than 6 inches and no larger than 12 inches. CAO 1.6. Other Materials 1.6.1. Overburden Fill: Soil beneath the topsoil and has minimal organic soil matter or biological activity.It should be free of organic matter,so it does not decompose,creating space pockets that will cause settling. 1.6.2. Washed Beach Sand:It is mined from the ground,screened,and washed with water to remove the fine silt and any natural contaminates. 1.6.3. Masonry Sand: Must meet the American Association of State Highway and Transportation Official Standards(ASHSTO). 1.6.4. Topsoil: Surface soil relatively free of grass, roots, weeds, sticks, stones, or other foreign materials. It shall be suitable for plant growth with organics. 2. ORDERS 2.1. Contractor Account Representative: The Contractor shall assign account representatives for order placements,order resolutions,billing,and other related account activities.Provide contact information upon agreement execution. 2.2. Ordering and Delivery: The County shall provide the Contractor with a purchase order(PO) before or at order placement.The product will be ordered on an"as needed"basis. 2.2.1. The Division Representative shall email the Contractor and provide the bid line item,including the material name and description,order quantity,and delivery area. 2.2.2. The Contractor shall inform the Division Representative at order placement if the material(s) are available and ready for delivery. 2.2.3. If the Primary Contractor cannot fill orders,the Division may order with the Secondary Contractor. 2.2.4. If materials from all awarded Contractors are unavailable,the County reserves the right to request informal quotes or utilize another agreement to purchase materials following the Procurement Ordinance. 3. DELIVERY:The delivery area map(Attachment I)has five(5)delivery areas throughout the County: 1.Naples, 2. East Naples & Marco Island, 3. Golden Gate Estates, 4. Eastern Collier County, and 5. Immokalee. The Division Representative will designate the delivery area at order placement. 3.1. Road,Bridge,and Stormwater Division(RBSD)Storage Areas: The Division has two facilities:Naples and Immokalee:4800 Davis Blvd,Naples, FL 34104 and 425 Sgt.Joe Jones Road,Immokalee,FL 34142 3.1.1. RMD Delivery Days/Hours:Monday through Friday from 8:00 a.m.to 3:30 p.m.EST.There are no deliveries after 3:30 p.m. EST or on the 11 County-observed holidays when County offices are closed:New Year's Day,Martin Luther King Jr.Day,President's Day,Memorial Day,Independence Day,Labor Day,Veteran's Day,Thanksgiving Day,Friday after Thanksgiving Day,Christmas Eve, and Christmas Day. 3.2. Deliveries Countywide: Divisions may request deliveries at County-owned facilities or project locations. 3.2.1. Deliveries throughout the County may occur Monday through Saturday from 7:00 a.m.—5:00 p.m. EST. Divisions will coordinate with the Contractor. 3.3. Delivery Arrangements: The Contractor Account Representative will contact the Division Representative who placed the order within 24 hours to coordinate the delivery. CAO 3.4. Delivery Guarantee: The Contractor guarantees delivery of materials within forty-eight (48) hours from order placement or as agreed with the ordering Division. 3.5. Delivery Acceptance:The Division Representative has the final authority for the quality and acceptability of the materials. If materials delivered are found to be defective or orders errors by the Contractor,the Contractor shall return them immediately,at no cost to the County. 3.6. Delivery Tickets: Each delivery must have a receipt with the following information: Purchase Order(PO) number,Division name,delivery date,bid line item number/material description/and delivery area,guantity delivered(per ton or cubic yard),unit cost,and extended price. 3.7. Deliveries are"Free on Board"(FOB)Destination. 4. BID SCHEDULE/PRICES: The bid schedule has 13 materials with five delivery areas for each material. The minimum order quantity is approximately 20 tons. Contractors may select the material line items they want to bid on;however,it is required that all delivery areas are bid for that material. 5. PRICE INCREASE: The Contractor may request a price increase annually (365 calendar days from the agreement anniversary date). 5.1. Submit price increase requests in writing by email to the County's Contract Administrator no less than 30 days before the annual contract anniversary date for consideration. 5.2. Price increase requests review may take over 60 days to complete. 5.3. Retroactive price adjustments are not authorized. 5.4. The Contractor shall provide supporting documentation justifying price increases (examples: Bureau of Labor Statics, supplier material agreements, fuel increases, etc.). If there is no documented proof, price increases will not be considered. 5.5. The Contract Administrator shall analyze prices to determine whether increases are fair and reasonable using the following methods: price competition (reviewing competitive bids or offers), market prices, historical prices,or independent estimates. 5.6. During the review process, the Contractor shall continue to fill all purchase orders received at the current agreement prices. 5.7. The Procurement Director has the authority to approve price adjustments in accordance with the Procurement Ordinance, as amended. The bid tabulation shall be modified with the price increases, or an amendment processed,as required,and uploaded into the County's Finance system. 5.8. Price increase requests are not guaranteed.If approved,the Procurement Director or designee will notify the Contractor in writing with the effective date of any approved price increases. CA0 Exhibit B Fee Schedule following this page (pages 1 through 1) Page 16 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] S 24-8253 Purchase and Delivery of Aggregates 1. The unit price for each material includes the vendor supplying the material and the trucking services to deliver it. 2. Award based on the lowest unit price for each material/area. 3. Contractors may select the material line items they want to bid;it is required that all delivery areas are bid for that material line item. 4. Bid line items shall meet or exceed Florida Department of Transportation(FDOT)Standard Specifications for Road and Bridge Construction,as referenced. Primary SecondarIIIIIIIIIIIMM. Quality Enterprises USA,Inc. Item Material Naples East Naples Golden Gate Eastern tmmokalee Marco Island Estates Collier County Catego A.Coarse Aggregate(FDOT-Section 901)-Unit Price: 20 Tons 1 #57 Stone: Gradation-1/4"-1/2" Unit Price $45.80 $47.30 $44.60 $56.60 $45.80 2 #89 Stone:Gradation-3/8" Unit Price no bid no bid no bid no bid no bid Catego B.Fine Aggregate(FDOT-Section 902-3&902-5)-Unit Price:20 Tons 3 Sand-Cement Riprap,Section 902-3 Unit Price no bid no bid no bid no bid no bid 4 Screenings:3/8",Section 902-5 Unit Price no bid no bid no bid no bid no bid Categorx C.Base&Stablized Base(FDOT-Section 911)-Unit Price: 20 Tons 5 'Lime Rock Base,3-1/2"Sieve I Unit Price $33.80 $3530 $32.60 $44.60 $33.80 Category D. Stablized Materials Aggregate(FDOT-Section 914)-Unit Price:20 6 I Stabilizer,subgrade stabilization I Unit Price $33.80 $35.30 $32.60 $44.60 $33.80 Category E. Riprap(Rubble)(FDOT Section 530.1.1.3.2(Ditch Lining)-Unit 7 1 Riprap(Rubble),3"-6" Unit Price $66.70 $70.00 $66.70 $79.50 $62.50 8 I Riprap(Rubble),6"-12" Unit Price $66.70 $70.00 $66.70 $79.50 $62.50 Category F.Other Materials-Unit Price:20 Tons Delivered Approximately 9 Overburden Fill Unit Price $25.10 $27.60 $25.10 $34.50 $24.00 10 Washed Beach Sand Unit Price no bid no bid no bid no bid no bid 11 Masonry Sand Unit Price no bid no bid no bid no bid no bid 12 Top Soil Unit Price $28.10 $30.60 $28.10 $37..50 $27.00 CategoryG.Shell-Rock Material Composition(FDOT-Section 911-2.5)-Unit 13 I Shell-Rock,3-1/2"Sieve I Unit Price no bid no bid no bid no bid no bid S Other Exhibit/Attachment Description: following this page (pages through ❑■ this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] S