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Backup Documents 02/14/2012 Item #16D 1160 i MEMORANDUM Date: February 23, 2012 To: Diana De Leon, Contract Technician for Jack Curran Purchasing Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #12 -5799 "Senior Food Services" Contractor: GA Food Service of Pinellas County /d.b.a GA Foods, Inc. Attached, is an original copy of the contract referenced above (Item #16D1), approved by the Board of County Commissioners on Tuesday, February 14, 2012. The second original will be held on file with the Minutes and Record's Department in the Board's Official Records. If you have any questions, please contact me at 252 -7240. Thank you. i��M. I�E-_.m_ Memorandum Subject: Contract No. #12 -5799 "Senior Food Services" Date: February 14, 2012 160 Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252-8949 FAX: (239) 252-6594 Email: KelseyWardea colliergov.net www.colliemov.net/purchasing From: Diana DeLeon for Kelsey Ward, Contract Administration Manager To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on February 14, 2012 agenda item 16.D.1. El The County is in the process of executing this contract with GA Food Service of Pinellas County d.b.a. GA Foods, Inc. Please review the Insurance Certificate(s) for the referenced Contract. • if the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. Q , • /f the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you haye.aQ� questiWs, please contact me at the above referenced information. k Finance Signature RECEIVED R16K MANAGEMEW (Please route to County Attorney via attached Request for Legal Services) z(z3(rL tit ti G/ Acquisitions` /AgentFo rmsandLetters /RiskMgmtReviewofl nsura nce4/15/2010/16/09 16D i A G R E E M E N T 12-5799 for Senior Food Services THIS AGREEMENT, � made and entered into on this ay of - - fqO12, by and between GA Food Service of Pinellas County, d.b.a. G.A. Food Service, Inc., aithorized to do business in the State of Florida, whose business address is 12200 32nd Court, North, St. Petersburg, FL 33716, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County ": WITNESSETH: 1. COMMENCEMENT. The Contractor shall commence the work upon the issuance of a Purchase Order. The contract shall be for a one (1) year period, commencing on the date of Collier County Board approval, and terminating on December 31, 2012. 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 accordance with the grant requirements. 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 Senior Food Services in accordance with the terms and conditions of Bid #12 -5799, specifically including Exhibit I: Scope of Work, and Exhibit IA: Additional Grant Requirements 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 contract manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Contractor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price, as per Exhibit A, Price Schedule, attached herein and incorporated by reference. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. Page 1 of 9 160 1 Payment will be made upon receipt of a proper invoice and upon approval by the Contract Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act ". 3.1 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 contract. 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. 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. 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: G.A. Food Service, Inc. Attn: James J. LoBianco, President 12200 32nd Court, North St. Petersburg, FL 33716 Telephone: (727) 573 -2211 Facsimile: (727) 571 -1652 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: Steve Carnell, Purchasing/ 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. Page 2 of 9 160 1 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 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. 10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE AND BONDS. The Contractor shall provide insurance as follows: A. Commercial General 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 Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. Page 3 of 9 16D Y 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 of Florida Statutes, Chapter 440 and all Federal Government Statutory Limits. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. D. Umbrella Liability: $2,000,000 Limit to apply in excess of underlying Employer Liability, Commercial General Liability and Automobile Liability E. BONDS. For projects in excess of $200,000, bonds shall be submitted with the executed contract by Contractor, and written for 100% of the Contract award amount, the cost borne by the Contractor. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to the County; provided, however, the surety shall be rated as "A-" or better as to general policy holders rating and Class V or higher rating as to financial size category and the amount required shall not exceed 5% of the reported policy holders' surplus, all as reported in the most current Best Key Rating Guide, published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New York 10038. 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 ten (10) 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. 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, 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 Page 4 of 9 16D 1 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. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Housing, Human and Veterans' Services (HHVS) 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. 15. 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: Contractor's Proposal, Insurance Certificate, Performance and Payment Bonds, ITB #12 -5799 Specifications/ Scope of Services specifically including Exhibit I: Scope of Work, and Exhibit IA: Additional Grant Requirements and any Addenda, and attached Exhibit A. Price Schedule. 16. 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. 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. Page 5 of 9 16D 1 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 accordance 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 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. 23. KEY PERSONNEL/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 dates set forth in the Project Schedule. The Contractor shall not change Key Personnel; as identified in the Contractor's proposal, 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. Page 6 of 9 16D 1 24. 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. ******* * *** * **** **********The rest of this page intentionally left blank * *** * * ***** * * * *** * **** *** Page 7 of 9 16D 1 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: Dwight E. Brock, Clerk of Courts By. Dated: (SEAL) 4 06 Attlst in to pit ir' 0 , 41 004twe 4111% First Witness David Karpan TType/ print witness na Second Witness Rosalind H. Dawson _ TType /print witness nameT Approved as to form and legal sufficiency: Print Name BOARD OF COUNTY COMMISSIONERS COLLIER COTJNTY, FLORID Rv- Fred. W. Coyle, Chairman Contractor Page 8 of 9 James J. LoBianen, president Typed signature and title 16D 1 Price Schedule 12 -5799 Senior Food Services Note: Additional cash discount of 2.25% if payment is made within thirty (30) days. Page 9 of 9 Bulk Food Program Breakfast $ 4.20 1 Bulk Food Program Lunch $ 4.40 2 Pre- packaged Site Specific Program Breakfast $ 4.36 3 Pre- packaged Site Specific Program Lunch $ 4.35 4 w/o all side items pre - packed i.e., bread /butter, dessert Pre - packaged Site Specific Program Lunch $ 4.71 5 w all side items pre - packed i.e., bread /butter, dessert 6 Pre - packaged Home Delivery Program Lunch $ 5.58 TWO PACK 7 Pre - packaged Home Delivery Program Lunch $ 5.43 FIVE PACK 8 Pre - packaged Home Delivery Program Lunch $ 5.38 SEVEN PACK 9 Pre - packaged Home Delivery Program Lunch $ 5.38 FOURTEEN PACK 10 DRI Shelf Stable meal packs TWO lunch $ 4.84 PACK 11 DRI Shelf Stable meal packs THREE lunch $ 4.84 PACK 12 DRI Shelf Stable meal packs FIVE lunch $ 4.89 PACK 13 DRI Shelf Stable meal packs SEVEN lunch $ 4.94 PACK 14 C1 frozen meal lunch $ 4.79 15 C1 cold meal lunch $ 6.08 Note: Additional cash discount of 2.25% if payment is made within thirty (30) days. Page 9 of 9 &D A� ORO CERTIFICATE OF LIABILITY INSURANCE DATE /YYY1� 1/2412012 24120a/zoiz 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 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 Lisa Rollin SWOrth NAME: 9 Commercial Lines - (813) 639 -3000 PHONE N. E 813- 636 -5476 FAX Ne, 813- 636 -7192 C. Wells Fargo Insurance Services USA, Inc. ADDRESS: clw.certrequest@wellsfargo.com ' INSURER(S) AFFORDING COVERAGE NAIC 0 2502 N. Rocky Point Drive, Suite 400 INSURER A : American Zurich Insurance Company 40142 Tampa, FL 33607 INSURED INSURER 8: American Economy Insurance Co. 19690 G. A. Food Service of Pinellas County, Inc. INSURER C ; North River Insurance Company 21105 DBA G.A. Food Service Inc INSURER 0: Manufacturers Alliance Insurance Company 36897 12200 32nd Court, North INSURER E: St. Petersburg, FL 33716 INSURER F: GENERAL AGGREGATE COVERAGES CERTIFICATE NUMBER: 3846$$7 REVISION NUMBER: See helnw 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. ILTR TYPE OF INSURANCE ODL U POLICY NUMBER POLICY EFF POOALI p EXP LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR CP09671871 -03 03/15/2011 03/15/2012 EACH OCCURRENCE $ 1,000,000 NT MaGel $ 700,000 MED EXP (Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S 2,000,Q00 X POLICY PRO- LOC S B AUTOMOBILE LIASILUY 02CE216187 -2 03/15!2011 03/15/2012 COMBINED SINGXL—IMrr 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X AUTOS NED PROPER a DAMAGE $ X HCPD - $70,0 X $1,000 Comprehenslvm Deductible $ $1,000 C X UMBRELLALIAB X OCCUR 553- 094083 -8 03/15/2011 03/15/2012 EACHOCCURRENCE $ 15,000,000 AGGREGATE S 15,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTIONS 0 S D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNEPJFXECUTIVE ❑ OFFICERIMEMBER EXCLUDED7 N r A 201200-0298901 01 /01/2012 01101/2013 X WC STATU- OTH- TORY LIMITS 7 E.L. EACH ACCIDENT S 500,000 E.L. DISEASE - EA EMPLOYEE $ 500,000 (Mandatory ht NH) If yes, desorloe under E.L. DISEASE - POLICY LIMIT S 500,000 DESCRIPTION OF OPERATIONS below I __F I DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES (A11ach ACORD 101, Additional Remarks Schedule, If more space Is required) REBID #08 -5037 RE: SOLICITATION 12 -5799 SENIOR FOOD SERVICE SENIOR NUTRITION PROGRAM FOR HOUSING & HUMAN SERVICES COLLIER COUNTY BOCC ARE ADDITIONAL INSURED RE GENERAL LIABILITY FOR ANY AND ALL WORK PERFORMED ON BEHALF OF COLLIER COUNTY. Certificate holder will be given 30 days Notice of Cancellation In regards to the General Liability policy as per endorsement U- GL- 1446 -A-FL attached. COLLIER COUNTY BOCC ATTN:PURCHASING DEPARTMENT 3327 EAST TAMIAMI TRAIL NAPLES FL 34112 ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED W ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I ne AGUKU name ana logo are reglWarea marks of ACORD 01988.2010 ACORD CORPORATION. All rights reserved. rta.Haft+„� Wk.araeusee:..mmrmrmrn Notification to Others of Cancellation 160 1 19 ZURICHb Policy No. Eff. Date of Pot. Exp. Date of Pol. Eff. Date of End. Producer No. AddT Prem Return Prem. CP0967187103 /15/2011 /15/2012 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products /Completed Operations Liability Coverage Part A. If we cancel this Coverage Part(s) by written notice to the Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation, as advised in our notice to the Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part(s) by written notice to the Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / I Number of Da s Notice: r1m2nI79+inn1a %- Y . I Performance Food Group, Inc. 1 30 1 to All other terms and conditions of this policy remain unchanged. U- GL -1448-A FL (05110) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission.