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#09-5197 (Quality Enterprises USA, Inc.) A G R E E MEN T 09-5197 for Annual Contract for Roadway Contractors THIS AGREEMENT, made and entered into on this ,23'~day of J4h fL ,2009, by and between Quality Enterprises USA, Inc., authorized to do business in the State of Florida, whose business address is 3894 Mannix Drive, Suite 216, Naples, Florida 34114-5406, hereinafter called the II Contractor II and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "0wner" or "County": WITNESSETH: 1. COMMENCEMENT. The Agreement shall be for a one (1) year period, commencing on ,...Jc..LV'lP 2..'3, Zed{, and terminating on ..JL\.Vl~2.2t 2..0 Ii). The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. In no event, including renewal options, shall the Agreement exceed four (4) years. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Board of County Commissioners deemed four (4) firms to be pre-qualified and awarded a Contract to each firm. Each awardee will enter into an Agreement to provide complete services on an as-needed basis as may be required by the Owner in accordance with the terms and conditions of RFP #09-5197 and the Contractor's proposal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Contractor and the County project manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. The execution of this Agreement shall not be a commitment to the Contractor that any work will be awarded to the Contractor. Rather, this Agreement governs the rights and obligation of the Quotation procedure outline in the next paragraphs and all Work undertaken by Contractor for Owner pursuant to this Agreement and that procedure during the term and any extension of the term of this Agreement. The Owner shall provide a summary of Work to be performed which will afford the Contractor the opportunity to submit a formal quotation for the Work; the Contractor shall respond with the information sought within seven (7) working days. For projects with an estimated cost up to Two Hundred Thousand Dollars ($200,000) or less, the Owner shall Page 1 of8 obtain written proposals from at least three (3) or more of the selected firms, negotiate favorable project terms and conditions, and issue a numbered Work Order, signed by the Department Director to initiate the projects. These quotes may be obtained electronically via the On-Line Bidding System. Completion time and the collection of liquidated damages may be specified in the Quotation and a Performance Bond may be required. A Certification of Final Completion will be required by the County in order for the Contractor to receive final payment. For projects with an estimated cost over Two Hundred Thousand and One Dollars ($200,001) to Seven Hundred Fifty Thousand Dollars ($750,000), competitive quotes shall be solicited from at least three (3) of the selected firms. The completion time and the collection of liquidated damages may be specified in the quotation. The Contractor shall respond with the information sought within seven (7) working days. The County may negotiate favorable project terms and conditions, and issue a numbered Work Order to initiate the projects. A Performance Bond shall be required when projects exceed $200,000. The Contractor shall provide the Performance Bond within seven (7) working days after notification of award of the project. A Certificate of Final Completion will be required by the County in order for the Contractor to receive final payment. Staff recommendations will then be submitted to the County Attorney and Board of County Commissioners for approval In each Request for Quotation, the Owner reserves the right to specify the period of completion and the collection of liquidated damages in the event of late completion. Failure by Contractor to quote work after the third request may result in the Contractor being removed from the Contract. 3. THE CONTRACT SUM: The Owner shall pay the Contractor for the performance of the Work pursuant to the quoted price offered by the Contractor in his response to a specific Request for Quotation. Any County agency may utilize the services offered under this contract, provided sufficient funds are included in its budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4. NOTICES: All notices required or made pursuant to this Agreement to be given by the County to the Contractor shall be made in writing and shall be delivered by hand, by fax, e- mail, or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following Contractor's address of record: 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. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Page 2 of8 Quality Enterprises USA, Inc. 3894 Mannix Drive, Suite 216, Naples, Florida 34114-5406 Phone: 239/435-7200 Fax: 239/435-7202 Attention: Louis J. Gaudio, Vice-President All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department - Purchasing Building 3301 Tamiami Trail, East Naples, Florida 34112 Attention: Steve Carnell, Purchasingl GS Director Telephone: 239-252-8371 Facsimile: 239-252-6584 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. 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 contract of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the Page 3 of8 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 sole judge of non-performance. 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 $2,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. /'B. Business Auto Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. / C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall insure that all Subcontractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Page 4 of8 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Transportation Engineering and Construction Management Department. 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 CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: RFP 09-5197 Annual Contract for Roadway Contractors; Contractor's Proposal, and Insurance Certificate. 17. 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. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: (a.) Prohibition by the individual, firm, and/ or any employee of the firm from contact with County staff for a specified period of time; (b.) Prohibition by the individual and/ or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/ or quotes; and, (c.) immediate termination of any contract held by the individual and/ or firm for cause. 19. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.s.e. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Contractor to comply with the laws referenced herein shall Page 5 of8 constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the Contractor extending the pricing, terms and conditions of this Agreement to other governmental entities at the discretion of the Contractor. 21. 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. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/ or services may be added to this contract upon satisfactory negotiation of price by the Contract Manager and Contractor. 23. 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. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 24. KEY PERSONNEl/PROTECT 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 insure that competent persons will be utilized in the performance of the Agreement. Selected Contractor shall assign as many people as necessary to complete the Work Orders on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the dates set forth in the Project Schedule. Firm shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/ or experience (2) that the County is notified in writing as far in advance as possible. Firm shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. Page 6 of8 25. 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. -'- -'- -'- -'- -'- -'- -'- -'- -'- -'- -'- -'- -'- -'- Page 7 of8 IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: , D~ts ,. .' ~ By' r-:' . .>' .' ". '.' ~ Da~_ea: .'" ;' 'ot.-~. '. '.-~ . se; u,;)CSEAq, .'Y..... ";;' ~ 11"*\......... . t 'u.......,_ . ,-~ s "'~Qft:i ~;;, '- L :i,. J. BOARD OF COUNTY COMMISSIONERS COLLIER~UNTY' FLORI~A By: ~ d~ Donna Fiala, Chairman Quality Enterprises USA, Inc. Contractor ~#'1f ' First W ess ~ Susan J. Schultz tType/ print witness namet /Jl~i4' (~ Second Witness --------~ /.----. '" By:/,' 0- y ~- Sign~ Louis J. Gaudio, Vice President Typed signature and title Marcie Cohen tType/printwitness namet Approved as to form and legal sufficiency: ~If f2 Ll ~~i~tani:-County Attorney wf"''7 S I' A-H r<~" , L.. Print Name Page8of8 ACORDTM CERTIFICATE OF LIABILITY INSURANCE PRODUCER Phone: 757-456-0577 Rutherfoord 222 Central Park Avenue, Virginia Beach VA 23462 Fax: 757-456-5296 DATE (MMIODIYYYY) 6 15 2009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 1340 INSURERS AFFORDING COVERAGE NAIC# INSURED Quality Enterprises USA Inc & Quality Environment Co. 3894 Mannix Drive, Suite 216 Naples FL 34114-5406 INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR OD'L p~.H~;~r.;~~,!;~E Pg~!f:/~~J,~~N ~ LTR N"";; POLICY NUMBER LIMITS A ~~NERAL LIABILITY TBKZ91449711038 7/1/2008 7/1/2009 EACH OCCURRENCE $1 000 000./" X_ OMMERCIAL GENERAL LIABILITY ~~~~~~~9E~~~J';~nce 1 noD 000 - CLAIMS MADE IX] OCCUR MED EXP (Anyone person) $5 000 -- : PERSONAL & ADV INJURY $1 000 000 -- GENERALAGGREGATE $2 000 000 ~'L AGG~E~E LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2 000 000 POLICY X ~:'?T !Xl LOC B ~LJTOMOBILE LIABILITY ASJZ91449711018 7/1/2008 7/1/2009 COMBINED SINGLE LIMIT $1,000,000 v;: j eX-J ANY AUTO (Ea accident) ~ ' ALL OWNED AUTOS BODILY INJURY $ ~j ----1 H SCHEDULED AUTOS (Per person) eX.- HIREDAUTOS BODILY INJURY $ eX--~ NON-OWNED AUTOS (Per accident) I ~~~O Camp Ded PROPERTY DAMAGE $ X 1 000 Call Ded (Per accident) RRAGE LIABILITY AUTO ONLY - EAACCIDENT $ ANY AUTO OTHER THAN EAACC $ AUTO ONLY: AGG $ C ~ESS/UMBRELLA LIABILITY PFXI003079 7/1/2008 7/1/2009 EACH OCCURRENCE $10 000 000 · X OCCUR D CLAIMS MADE AGGREGATE $10 000 000 $ R DEDUCTIBLE $ RETENTION $ ...... $ 7/1/2008 7/1/2009 I WC STATU- I TOTH- B WORKERS COMPENSATION AND WCJZ91449711028 X TORY LIMITS ER EMPLOYERS' LIABILITY 000 /~/~ Iw~ ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT $500 OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $500.000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $500 000 D OTHER 1351083 7/1/2008 7/1/2009 1,000,000 each claim Pollution Liability 2,000,000 aggregate - DESCRIPTION OF OP'fRA TIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS ---- ontract #09-5197 Annual Contract for Roadway Contractors. Collier County Board of County Commissioners is Additional Insured under the General Liability policy with respect to work performed by the insured, as required by written ontract, Umbrella follows form over Workers Compensation Employers Liabiliy. 4 CERTIFICATE HOLDER Collier County Board of County Commisioners 3301 Tamiami Trail, East Naples FL 34112 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, AUTHORIZED REPRESENTA TIV ACORD 25 (2001/08) IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), 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), DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer. and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08)