#12-5925 (Rational Energies, Inc.)OEC 0 6 2012
A G R E E M E N T 12-5925
for
Removal of Agricultural Plastics at Immokalee Transfer Station
THIS AGREEMENT, made and entered into on this -6:� day of 2012, by
and between Rational Energies, Inc., authorized to do business in the State of Florida, whose
business address is 12200 Middleset Road, Suite 300, Eden Prairie, MN 55344, (the
"Contractor ") and Collier County, a political subdivision of the State of Florida, (the
"County "):
WITNESSETH:
1. COMMENCEMENT. The contract shall be for a two (2) year period, commencing on
Board approval date and terminating two (2) years from that date. The County may, at
its discretion and with the consent of the Contractor, renew the Agreement under all of
the terms and conditions contained in this Agreement for two (2) additional one (1) year
periods. The County shall give the Contractor written notice of the County's intention
to extend the Agreement term not less than ten (10) days prior to the end of the
Agreement term then in effect.
2. STATEMENT OF WORK. The Contractor shall provide plastic removal at the
Immokalee Transfer Station in accordance with the terms and conditions of Bid #12-
5925 and the Contractor's proposal referred to herein and made an integral part of this
agreement. This Agreement contains the entire understanding between the parties and
any modifications to this Agreement shall be mutually agreed upon in writing by the
Contractor and the County Project or Contract Manager or her designee, in compliance
with the County Purchasing Policy and Administrative Procedures in effect at the time
such services are authorized.
3. THE CONTRACT SUM. The Contractor shall provide removal of the waste plastic at
zero ($0) cost to the County. Contractor shall be responsible for all costs associated with
the removal, including the preparation and shipping of the material as well as the
material's ultimate disposal of residual materials. At completion of the removal of the
Ag- plastic hills, at its sole expense, the Contractor will fill and sod the reclaimed areas
to return the land back to grade as usable land.
4. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work.
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5. NOTICES. All notices from the County to the Contractor shall be deemed duly served
if mailed or faxed to the Contractor at the following Address:
Rational Energies, Inc.
Attn: Steven Wachter, Vice President
12200 Middleset Road; Suite 300
Eden Prairie, MN 55344
Tel: 952/240 -1182
Fax: 952 - 681 -7161
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Purchasing & General Services Director
Telephone: 239 - 252 -8975
Facsimile: 239 - 252 -6480
The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Contractor or to constitute the Contractor as
an agent of the County.
7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. Payment
for all such permits issued by the County shall be processed internally by the County.
All non- County permits necessary for the prosecution of the Work shall be procured
and paid for by the Contractor. The Contractor shall also be solely responsible for
payment of any and all taxes levied on the Contractor. In addition, the Contractor shall
comply with all rules, regulations and laws of Collier County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Contractor agrees to comply
with all laws governing the responsibility of an employer with respect to persons
employed by the Contractor.
8. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Contractor
or if the County or its authorized representative shall deem any conduct on the part of
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the Contractor to be objectionable or improper, the County shall have the right to
suspend the contract of the Contractor. Should the Contractor fail to correct any such
violation, conduct, or practice to the satisfaction of the County within twenty -four (24)
hours after receiving notice of such violation, conduct, or practice, such suspension to
continue until the violation is cured. The Contractor further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
9. TERMINATION. Should the Contractor be found to have failed to perform his services .
in a manner satisfactory to the County as per this Agreement, the County may terminate
said agreement for cause; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice. The County shall be sole judge of
non - performance.
In the event that the County terminates this Agreement, Contractor's recovery against
the County shall be limited to that portion of the Contract Amount earned through the
date of termination. The Contractor shall not be entitled to any other or further recovery
against the County, including, but not limited to, any damages or any anticipated profit
on portions of the services not performed.
10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
11. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000
Per Occurrence, $1,000,000 aggregate for Bodily Injury Liability and Property Damage
Liability. This shall include Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and
Employee Non - Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $1,000,000 for
each accident.
Special Requirements: Collier County Government shall be listed as the Certificate
Holder and included as an Additional Insured on the Comprehensive General Liability
Policy.
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Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Contractor during the duration of this Agreement. The Contractor shall
provide County with certificates of insurance meeting the required insurance
provisions. Renewal certificates shall be sent to the County ten (10) days prior to any
expiration date. Coverage afforded under the policies will not be canceled or allowed to
expire until the greater of: ten (10) days prior written notice, or in accordance with
policy provisions. Contractor shall also notify County, in a like manner, within twenty -
four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or
material change in coverage or limits received by Contractor from its insurer, and
nothing contained herein shall relieve Contractor of this requirement to provide notice.
Contractor shall ensure that all subcontractors comply with the same insurance
requirements that he is required to meet.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor shall indemnify and hold harmless Collier County, its officers and
employees from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any
claimed breach of this Agreement by Contractor, any statutory or regulatory violations,
or from personal injury, property damage, direct or consequential damages, or
economic loss, to the extent caused by the negligence, recklessness, or intentionally
wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in
the performance of this Agreement. This indemnification obligation shall not be
construed to negate, abridge or reduce any other rights or remedies which otherwise
may be available to an indemnified party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
12.1 The duty to defend under this Article 12 is independent and separate from the
duty to indemnify, and the duty to defend exists regardless of any ultimate liability of
the Contractor, County and any indemnified party. The duty to defend arises
immediately upon presentation of a claim by any party and written notice of such
claim being provided to Contractor. Contractor's obligation to indemnify and defend
under this Article 12 will survive the expiration or earlier termination of this
Agreement until it is determined by final judgment that an action against the County or
an indemnified party for the matter indemnified hereunder is fully and finally barred
by the applicable statute of limitations.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Solid Waste Management Department.
14. CONFLICT OF INTEREST: Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Contractor further represents that
no persons having any such interest shall be employed to perform those services.
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15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Contractor's Proposal, Insurance Certificate, Bid #12 -5925 Removal of
Agricultural Plastics at Immokalee Transfer Station Specifications/ Scope of Services
and Addendum.
16. SUBJECT TO APPROPRIATION. Not applicable to this Agreement.
17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or
individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee,
service or other item of value to any County employee, as set forth in Chapter 112, Part
III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and/or any
employee of the firm from contact with County staff for a specified period of time; b.
Prohibition by the individual and/or firm from doing business with the County for a
specified period of time, including but not limited to: submitting bids, RFP, and /or
quotes; and, c. immediate termination of any contract held by the individual and/or
firm for cause.
18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Contractor is formally acknowledging without exception or stipulation that it is fully
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either
may be amended. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this agreement and the County shall have the discretion to
unilaterally terminate this agreement immediately.
19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
21. ADDITIONAL ITEMS /SERVICES. Additional items and /or services may be added to
this contract in compliance with the Purchasing Policy.
22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Contractor with full decision - making authority and by
County's staff person who would make the presentation of any settlement reached
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during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Contractor with full decision - making authority
and by County's staff person who would make the presentation of any settlement
reached at mediation to County's board for approval. Should either party fail to submit
to mediation as required hereunder, the other party may obtain a court order requiring
mediation under section 44.102, Fla. Stat.
23. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
24. PROTECT STAFFING: The Contractor's personnel and management to be utilized for
this project shall be knowledgeable in their areas of expertise. The County reserves the
right to perform investigations as may be deemed necessary to ensure that competent
persons will be utilized in the performance of the contract. The Contractor shall assign
as many people as necessary to complete the project on a timely basis, and each person
assigned shall be available for an amount of time adequate to meet the contract
requirements. The Contractor shall not change Key Personnel unless the following
conditions are met: (1) Proposed replacements have substantially the same or better
qualifications and/or experience. (2) that the County is notified in writing as far in
advance as possible. The Contractor shall make commercially reasonable efforts to
notify Collier County within seven (7) days of the change. The County retains final
approval of proposed replacement personnel.
25. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of
any of the Contract Documents, the terms of the ITB and /or the Contractor's Proposal,
the Contract Documents shall take precedence. In the event of any conflict between the
terms of ' the ITB and the Contractor's Proposal, the language in the ITB would take
precedence.
26. ASSIGNMENT: Contractor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer
this Agreement, or any part herein, without the County's consent, shall be void. If
Contractor does, with approval, assign this Agreement or any part thereof, it shall require
that its assignee be bound to it and to assume toward Contractor all of the obligations and
responsibilities that Contractor has assumed toward the County.
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IN WITNESS WHEREOF, the Contractor and the Countv, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first
above written.
ATTEST:
Dwight E. P1 4, Cleric of Courts
By C
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Bv: -ill I k
Fred W. Coyle, Chairman
Rational Energies, Inc.
Bv:
Y- ir5f"Witness
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Second Witness
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Approved as to form and
legal sufficiency:
Assistant ounty Attorney
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Edward Driscoll, CEO
Typed signature and title