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1388 Asphalt Recyclers WO SG-6STRR-ARIPURCHASING DEPARTMENT TRANSMITTAL MEMORANDUM To: City Clerk RE: Sanford Gasification 6 th Street Rd Rehab Work Order no. SG- 6STRR -ARI 1 30 The item(s) noted below is /are attached and forwarded to your office for the following action(s): Development Order Final Plat (original mylars) Letter of Credit Maintenance Bond Ordinance Performance Bond Resolution Once completed, please: ❑ Return original ❑ Return copy Special Instructions: /1 Mayor's signature Recording Rendering Safe keeping (Vault) Payment Bond City Manager Signature City Clerk Signature Please advise if you have any questions regarding the above. From Thank you... Date 0 T - 1 yw•-0 TADept_ forms \City Clerk Transmittal Memo - 2009.doc EXHIBIT A WORK ORDER FORM Work Order Number SG 6STRR - ARI CITY OF SANFORD FLORIDA Master Agreement/Contract Number: SC Piggyback IFB- 600806- 10 /GMG Dated: 1/25/10 Contract/Project Title Sanford Gasification 6th Street Road Rehabilitation Solicitation No: ISanford Project No. RS0710 I Purchase Order No. Consultant/Contractor: Asphalt Recyclers Inc. Consultant/Contractoes Business Address, Phone Number, Fax Number and E -mail Address PO Box 510875, Melbourne Beach, FI 32951 -0875 Ph. 321.632.6552 Fax. 321.632.6395 ATTACHMENTS TO THIS WORK ORDER METHOD OF COMPENSATION DRAWINGS /PLANS /SPECIFICATIONS X FIXED FEE BASIS SCOPE OF SERVICES TIME BASIS -NOT TO EXCEED AMOUNT SPECIAL CONDITIONS TIME BASIS - LIMITATION OF FUNDS PRICING IINFORMATION UNIT PRICE BASIS -NOT TO EXCEED AMOUNT WO TERMS AND CONDITIONS TIME FOR COMPLETION: 2 Days of the effective date of this Work Order Effective date this Work Order: Date of Execution by City Time for completion: The services to be provided by the Consultant/Contractor shall commence upon execution of this Work Order by the parties and shall be completed within the time frame indicated above. Failure to meet the stated completion requirement may be grounds for termination for default. Work Order Amount: Dollars Expressed in Numbers: $ 70,000 Dollar Amount Written Out: Seventy Thousand ----------------------- - ---------------- - ---- - ------- — --------- - -------- -00 /xx In Witness Where of, the parties hereto have made and executed this Work Order on the W/11 a0p 7� spective dates under each signature: The City through its City Commission taking action on BW 3�/ and the Consultant/Contractor by and through its duly authorized corporate officer having the full and complete authority to execute same. CONSULTANT /CONTRACTOR ATTEST: EXECUTION: '5- ZI K::�� UVI'Llk - la3 % S Corporate Officer Signature, Corporate President K l ignature, 9 3 11t Pe Pe r C 5 A 3 2 1 - It - Corporate Officer Printed Name, Title and Date Corporate President, Printed Name and Date CITY OF SANFORD . I '�V Sign ure, P#Aasing Manager Bi_11 Smith 4/26/11 Purchasing Manager, Prijeld Name and Date _ Signature, tAy Clerk V 7 77Mayor _r " h =� T City Clerk, Printdd Name and Date Mafor, PoKted Name and Date Revised: 1 -6 -2011 1) ORIGINAL p v-1877- 1 1 1 CITY COMMISSION MEMORANDUM 1 i — 062.A APRIL 11, 201 AGENDA TO: Honorable Mayor and Members of the City Commission PREPARED BY Jeffrey J. Davis, Senior Inspector - — SUBMITTED BY: Thomas George, Interim City Manager I Lf' SUBJECT: Procurements for 6 Street Road Rehabilitation Services. WS_RMx Item No. �OPSIS: Approval of three procurements for a road rehabilitation for 6th Street between US 17 &92 and Pecan Avenue is requested. FISCAL/STAFFING STATEMENT: Funds in the amount of $200,000 are requested and are available in the 2 nd Generation One Cent Sales Tax account. BACKGROUND: This segment of 6` Street between US 17 &92 and Pecan Avenue has been identified on the Public Works pavement rehabilitation priority list requiring improvements. The Heavy truck traffic during the Sanford Gasification project has further deteriorated the pavement. Three procurements are requested in the following amounts: $70,000 to Asphalt Recyclers Incorporated (Piggyback Seminole County Contract IFB- 6000806 -10 /GMG) for full depth asphalt reclamation, $80,000 to The Middlesex Corporation (Piggyback Seminole County Contract IFB- 600562 -09 /GMG) for in place asphalt services, and $50,000 to Core Construction Group Incorporated (IFB 09/10 -25) for concrete, curb and sidewalk installation. LEGAL REVIEW: N /A. RECOMMENDATION: It is staff's recommendation that the City Commission approve the three procurements in the amount of $70,000 for Asphalt Recyclers Incorporated, $80,000 to The Middlesex Corporation, and $50,000 to Core Construction Group Incorporated. SUGGESTED MOTION: 99 :r.. w; r "I move to approve the three recommended procurements in the amount of $70,000 for Asphalt Recyclers Incorporated, $80,000 to The Middlesex Corporation, and $50,000 to Core Construction Group Incorporated." City Of Sanford Agreement With Asphalt Recycling, Inc. For In -Place Asphalt Recycling (Piggyback) This Agreement made and entered into thisfYday of December, 2010 by and between the: City of Sanford, Florida City Hall 300 North Park Avenue Sanford, Florida 32771 a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "City," and: Asphalt Recycling, Inc. Post Office Box 510875 Melbourne, Florida 32951 a Florida corporation, authorized to do business in the State of Florida, hereinafter referred to as the "Contractor". The City and the Contractor are collectively referred to herein as the "parties ". Witnesseth: Whereas, the Contractor has entered an agreement to provide services to Seminole County, Florida pursuant to an Agreement which Agreement continues to be in effect (hereinafter collectively the "Seminole County Agreement"); and Whereas, the City desires to retain the Contractor for the work identified in the specifications outlined in the Seminole County Agreement and for the periods set forth in the Seminole County Agreement; and Whereas, the Seminole County Agreement is attached hereto as Exhibit "A" along with the certain other documents relating thereto to include, but are not limited to, the documents relating to Invitation For Bids (IFB) 600806- 10 /GMG which are incorporated herein by this reference thereto; and Whereas, the City desires to employ the Contractor for the performance to support the activities, programs, and projects of the City upon the terms and conditions hereinafter set forth and in the Seminole County Agreement, and the Contractor is desirous of performing and providing such services upon said terms and conditions; and Whereas, the Contractor hereby warrants and represents to the City that it is Page 1 competent and otherwise able to provide professional and high quality services to the City; Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: Section 1: Extent Of Agreement /Integration /Amendment. (a). This Agreement, together with the exhibits, constitutes the entire integrated Agreement between the City and the Contractor and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein including, without limitation, the exhibits, constitute the full and complete agreement between the parties hereto and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements regardless of whether written or oral. (b). This Agreement may only be amended, supplemented, or modified by a formal written amendment. (c). Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. Section 2: No General City Obligation. (a). In no event shall any obligation of the City under this Agreement be or constitute a general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of the City or a general obligation or indebtedness of the City within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. (b). The Contractor shall not have the right to compel the exercise of the ad valorem taxing power of the City. Section 3: General Provisions. (a). Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement and that it has the legal authority to enter into this Agreement, and to undertake all obligations imposed on it. The person(s) executing this Agreement for the Contractor certifies /certify that he /she/they is /are authorized to bind the Contractor fully to the terms of this Agreement. (b). This Agreement is for the services as described in this Agreement and the Seminole County Agreement and are to be accomplished in accordance with the controlling provisions of law and as directed by the City to include all labor and materials that may be required. Page 2 (c). The Contractor acknowledges that the City may retain other contractors to provide the same types of services for City projects. The City reserves the right to select which contractor shall provide services for City projects. (d). . The Contractor acknowledges that the City has retained, or may retain, other contractors and the coordination between said contractors and the Contractor may be necessary from time -to -time for the successful completion of each Work Order. The Contractor agrees to provide such coordination as necessary. (e). The Contractor agrees to provide and ensure coordination between goods/services providers. (f). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement to include, but not be limited to, each Work Order. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement and each Work Order. (g). The Contractor shall maintain an adequate and competent staff and professionally qualified persons throughout the performance of this Agreement to ensure acceptable and timely completion of each Work Order. (h). Requirements for signing and sealing plans, reports and documents prepared by the Contractor shall be governed by the laws and regulations of Seminole County and State regulatory agencies. (i). No claim for services furnished by the Contractor not specifically provided for herein shall be honored by the City. Section 4: Commencement/implementation Schedule Of Agreement. (a). The Contractor shall commence the provision of services as described in this Agreement immediately upon execution of this Agreement and a Work Order thereunder. (b). The Contractor and the City agree to make every effort to adhere to the schedules established for the various Work Orders as described in each Work Order. However, if the Contractor is delayed at any time in the provision of services by any act or omission of the City, or of any employee of the City, or by any other contractor employed by the City, or by changes ordered by the City, or by strikes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other causes of force majeure not resulting from the inactions or actions of the Contractor and beyond the Contractor's control which would not reasonably be expected to occur in connection with or during performance or provision of the services, or by delay authorized by the City pending a decision, or by any cause which the City shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the City may decide in its sole and absolute discretion. It is further expressly understood and agreed that the Contractor shall not be entitled to any damages Page 3 or compensation, of any type or nature, or be reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever. Section 6: Length Of Agreement. (a). The term of this Agreement is coextensive with the term of the Seminole County Agreement. (b). The Contractor's services shall begin upon written notification to proceed by the City as set forth in a Work Order. (c). The Contractor's services shall be on a Work Order basis and may include matters such as serving as an expert witness. Section 6: Description Of Services. (a). The contractor agrees to provide the services as outlined and described in this Agreement all of which are to be provided to the City in accordance with the controlling provisions of law as more specifically outlined in Exhibit "A" and Work Orders issued hereunder. (b). The Contractor shall diligently and in a professional and timely manner perform and provide the services outlined herein or as included in each subsequently entered Work Order. Unless modified in writing by the parties hereto, the duties of the Contractor shall not be construed to exceed the provision of the services pertaining to this Agreement. (c). The City and the Contractor agree that there may be certain additional services required to be performed by the Contractor during the performance of the Work Orders that can not be defined sufficiently at the time of execution of this Agreement. Such services shall be authorized in writing as a Change Order. The Work Orders may contain addititonal instructions or provide specifications upon certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. Section 7: Notices. (a). Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b). For the present, the parties designate the following as the representative places for giving of notice, to -wit: (1). For the City: Page 4 City Manager City of Sanford City Hall 300 North Park Avenue Sanford, Florida 32771 (2). For the Contractor: Asphalt Recycling, Inc. Post Office Box 510875 Melbourne, Florida 32951 (c). Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to' pursuing any rights or remedies hereunder. The Contractor agrees not to claim any waiver by City of such notice requirements based upon City having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or any other grounds as a substitute for the failure of the Contractor to comply with the express written notice requirements herein. Computer notification (e -mails and message boards) shall not constitute proper written notice under the terms of the Agreement. Section 8: Work Orders. (a). The provision of services to be performed under this Agreement may commence immediately upon the execution of this Agreement or a Work Order as directed and determined by the City. Services to be provided by the Contractor to the City shall be negotiated between the Contractor and the City. Each Work Order shall reference this Agreement by title and date, include a detailed description of quantities, services, and a completion schedule, and will be provided on the Contractor's letterhead. Services described in said Work Order will commence upon the issuance of a City Notice -to- Proceed. (b). If the services required to be performed by a Work Order is clearly defined, the Work Order shall be issued on a "Fixed Fee" basis. The Contractor shall perform all services required by the Work Order but in no event shall the Contractor be paid more than the negotiated Fixed Fee amount stated therein. (c). The Contractor and the City agree to make every effort to adhere to the schedule established for the various Work Orders described in the Work Order. (d). If the services are not clearly defined, the Work Order may be issued on a "Time Basis Method" and contain a Not- to-Exceed amount. If a Not- to-Exceed amount is provided, the Contractor shall perform all work required by the Work Order; but in no event shall the Contractor be paid more than the Not -to -Exceed amount specified in the applicable Work Order. (e). For Work Orders issued on a "Fixed Fee Basis," the Contractor may invoice the Page 5 amount due based on the percentage of total Work Order services actually performed and completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. (f). For Work Orders issued on a "Time Basis Method" with a Not- to-Exceed amount, the Contractor may invoice the amount due for actual work hours performed; but in no event shall the invoice amount exceed a percentage of the Not -to -Exceed amount equal to a percentage of the total services actually completed. (g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not - to- Exceed amount shall be treated separately for retainage purposes. If the City determines that work is substantially complete and the amount retained, if any, is considered to be in excess, the City may, at its sole and absolute discretion, release the retainage or any portion thereof. (h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount, the Contractor may invoice the amount due for services actually performed and completed. The City shall pay the Contractor one hundred percent (100 %) of the approved amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount. Section 9: Change Orders. (a). The City may revise the description of services set forth in any particular Work Order. (b). Revisions to any Work Order shall be authorized in writing by the City as a Change Order. Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify this Agreement and the appropriate Work Order number. The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be provided. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. An agreement between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change of work and /or services and to the impact of the change on unchanged goods and /or work including, but not limited to, all direct and indirect costs of whatever nature and all adjustments to the Contractor's schedule. (c). If instructed by the City, the Contractor shall change or revise work that has been performed, and if such work is not required as a result of error, omission or negligence of the Contractor, the Contractor may be entitled to additional compensation. The Contractor must submit for City approval a revised proposal with a revised fee quotation. Additional compensation, if any, shall be agreed upon before commencement of any such additional work and shall be incorporated into the work by Change Order to the Work Order. Page 6 Section 10: Compensation. (a). Compensation to the Contractor for the services performed on each Work Order shall be as set forth the Work Order /Change Order or as set forth in the Seminole County Agreement which enumerates rates and charges of the Contractor. (b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc. and other items not directly attritbutable to items produced for each Work Order. (c). Work performed by the Contractor without written approval by the City's designated representative shall not be compensated. Any work performed by the Contractor without approval by the City is performed at the Contractor's own election. (d). In the event the City fails to provide compensation under the terms and conditions of this Agreement, the Contractor shall notify the City's designated representative in order that the City may take remedial action. Section 11: Invoice Process. (a). Payments shall be made by the City to the Contractor when requested as work progresses for services furnished, but not more than once monthly. Each Work Omer shall be invoiced separately. The Contractor shall render to the City, at the close of each calendar month, an itemized invoice properly dated, describing all services rendered, the cost of the services, the name and address of the Contractor, Work Order Number, Contract Number and all other information required by this Agreement. (b). Invoices which are in an acceptable form to the City and without disputable items will be processed for payment within thirty (30) days of receipt by the City. (c). The Contractor will be notified of any disputable items contained in invoices submitted by the Contractor within fifteen (15) days of receipt by the City with an explanation of the deficiencies. (d). The City and the Contractor will make every effort to resolve all disputable items contained in the Contractor's invoices. (e). Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if applicable, the billing period, and include the Project Status Report for the period being billed. (f). The Florida Prompt Payment Act shall apply when applicable. (g). Invoices are to be forwarded directly to: Page 7 Finance Director City Hall City of Sanford 300 North Park Avenue Sanford, Florida 32771 Section 12: Severability /Construction. (a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b). All provisions of this Agreement shall be read and applied in pari materia with all other provisions hereof. (c). Violation of this Agreement by the Contractor is recognized by the parties to constitute irreparable harm to the City. (d). Venue for any lawsuit arising under this Agreement shall be in the Circuit Court in and for Seminole County, Florida, with regard to State actions, and in the United States District Court for the Middle District of Florida (Orlando) with regard to Federal actions. Section 13: Indemnity. (a). To the fullest extent permitted by law, the Contractor shall indemnify, hold harmless, and defend the City, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Contractor, its agents, servants, officers, officials, employees, or subcontractors. The City does not waive its right to assert consquential damages against the Contractor. (b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the Contractor for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section 768.28, Florida Statutes. Page 8 (dD, in claims against any person or entity kxknvked under#& Section by an ensrloyse of the Contractor or Its agents or subcontractors, anyone directly or hdkwlj► ernpioyed by them or anyone for whoss ads they may be liable. the indemnification obligation under V* Section shall not be lirnitsd by a limitation on arnmt ortype of damages, compme Lion, or benefits payable by or for the Contrsceor or its agents or subcontractors, under workers corrrpensatbn ads, disabiilly benefs ads, or other employee benaftt ads. (e). The execution of this Agreement by the Cot "cW shall obis the Contractor to comply with the indwnRAcstion provision In this Agreement; provided, however, that the Contractor shad also comply with the provisions of this Agreement 0 to Insurance Section ft Counterparts. This Agreement may be axwx fed in any number of +Counterparts, each of which shall be deemed an original, but all of which, taken together. shall constitute one and the same document. In Wiriness YVr red, the parties hereto have made and executed this Agreement on the respective dabs under each signature with the City acting through its City Commbsion and the Contractor signing by and Rough its duly authorized corporate officer having the full and cwO to sudwity to execute same. Afle§t Asphalt il�scyding, inc. LO Mark Blomski, Audwrized corporate Tneodo e w Shomeld Attesft Corporate Officer President Date For use and rellince of the Sanford City Commission only. Approved as to form VYWAMnL Colbert Page 9 TsRB CONTRACT FOR I1K -PLACS ASPK&W RWYCLMG (I73- 600806- 10/9W) TRIM AtsamR is made and entered into this �,�_ day of A e 20 by and between AXPXAX -T RECYCLXXG, XXC. , duly - authorized to conduct business in the State of Florida, whose address is P.O. Box 510875, Melbourne Beach, Florida 32951, hereinafter called "CONTRACTOR", and Mncav is COWRY, a political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East First Street, Sanford, Florida 32771, hereinafter called "COUNTY•. N I T N s B B Z T 8s WMIRI 0, COUNTY desires to retain the services of a competent and qualified contractor to provide in -place asphalt recycling for Seminole County; and WMIRRAR, COUNTY has requested and received expressions of interest for the retention of services of contractors; and WAIMEAS, CONTRACTOR is coupe and qualified to provide in -place asphalt recycling to COUNTY and d* Zs to provide services according to the terms and conditions stated herein, NW, WERWORS, in consideration of the mutual understandings and covenants not forth herein, COUNTY and CONTRACTOR agree as follows: BseT10K 1. SAWICSB. COUNTY does hereby retain CONTRACTOR to furnish materials and services as further described in the. Scope of Services and Fee Schedule attached hereto as Exhibit A, Exhibit C, General Conditions, and Exhibit D, FHKh Guidelines, all made a part hereof. CONTRACTOR shall also be bound by all requirements as contained in the solicitation package and all addenda thereto. Required materials and services shall be specifically enumerated, described and depicted in . the Purchase Orders authorizing purchase of specific materials and services. This Agreement standing alone does not authorize the purchase of materials and services or require COUNTY to place any orders for CWFI[O COPY Torn Coiatract for in -Place Asphalt Recycling MARYANNE MORSE (ITS- 600806- 10 /0W) CLfRK OF CIRCUIT COURT Page 1 of 27 KNAU COUNTY, FIO m ' 8 CLVW ' work. BBCTI0K Z. YMM. This Agresawnt shall take effect on the date of its execution by COUNTY and shall run for a period of three (3) years. At the sole option of COUNTY, this Agreement may be renewed for two (2) successive periods not to exceed one (1) year each. Expiration of the term of this Agreement shall have no effect upon Purchase Orders issued pursuant to this Agreement and prior to the expiration date. Obliga- tions entered therein by both parties shall remain in effect until delivery and acceptance of the materials authorized by the Purchase Order. 62=XOK 3. OM FOR sZKViCUB. Authorization for provi- sion of materials and services by CONTRACTOR under this Agreement shall be in the form of written Purchase Orders issued and executed by COUNTY. A sample Purchase Order is attached hereto as Exhibit B. Each Purchase Order shall describe the material services required and shall state . the dates for delivery of mate;I and completion of services and establish the amount and method of payment. The Purchase Orders will be issued under and shall incorporate the terms of this Agreement. COUNTY makes no covenant or promise as to the number of available Purchase Orders or that CONTRACTOR will perform any Purchase Order for COUNTY during the life of this Agreement. COUNTY reserves the right to contract with other parties for the services contemplated by this Agree- , ment when it is determined by COUNTY to be in the best interest of COUNTY to do ■o. iICTIOIf 4. TM The materials and services to be provided by CONTRACTOR shall be delivered, as specified in such Purchase Orders as may be issued hereunder, within the times specified therein. , BEC? =ON 5. EIMMMI TZON. COUNTY agrees to compensate CONTRACTOR for the professional services called for under this Agrewnent on a Fixed Term Contract for Is -:lace Asphalt Recycling tin- 600806- 10 /0M) Page 2 of 17 M Fee basis. When a Purchase Order is issued for a Fixed Fee basis, then the applicable Purchase Order Fixed Fee amount shall include any and all reimbursable expenses. NXC 0K 6. pkwi AND BILLING. (a) CONTRACTOR shall supply all materials required by the Purchase Order; but in no event shall CONTRACTOR be paid more than the negotiated Fixed Fee amount stated within each Purchase Order. (b) For Purchase Orders issued on a Fixed Fee basis, CONTRACTOR may invoice the amount due based on the percentage of total Purchase Order materials and services actually provided; but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed and materials delivered. (c) Payments shall be made COUNTY to CONTRACTOR when requested as materials and services are f but not more than once monthly. Each Purchase Order shall be eparately. At,the close of each calendar month, CONTRACTOR shall render to COUNTY an itemized invoice, properly dated, describing any materials provided, the cost of the materials therein, the name and address of CONTRACTOR, Purchase Order Number, Contract Number and any other information required by this Agreement. The original invoice and one (1) copy shall be sent to: Director of County Finance Seminole County Board of County Commissioners Post Office Box 8080 Sanford, Florida 32772 -8080 Two (2) copies of the invoice shall be sent to: Public Works Department 520 W. Lake Mary Boulevard, Suite 200 Sanford, Florida 32773 (d) Payment shall be made after review and approval by COUNTY within thirty (30) days of receipt of a proper invoice from CONTRACTOR. ?era Contract for In -!lace Asphalt Recycling (I73- 600806- 10 /GM) Page 3 of 17 A] SRCI'Id8 7. O>NERIL TZMfS OF PA793M sW BILLXNO. (a) Upon satisfactory delivery of materials required hereunder and upon acceptance of the materials by COUNTY, CONTRACTOR may. invoice COUNTY for the full amount of compensation provided for under the terms of this Agreement less any amount already paid by COUNTY. COUNTY shall pay CONTRACTOR within thirty (30) days of receipt of proper invoice.. (b) COUNTY may perform or have.performed an audit of the records of CONTRACTOR after final payment to support final payment hereunder. This audit would be performed at a time mutually agreeable to CONTRACTOR and COUNTY subsequent to the close of the final fiscal period in which the last materials are provided. Total cccpensation to CONTRACTOR may be determined subsequent to an audit as provided for herein and the total coapensation no determined shall be used to calculate final payment to CONTRACTOR. Conduct is audit shall not delay final payment as provided by subsection =f this Section. (c) CONTRACTOR agrees to maintain all books, documents, papers, accounting records and other evidence pertaining to materials provided under this Agreement in a manner as will readily conform to the terms of this Agreement and to make such materials available at CONMC- TOR's office at all reasonable times during the Agreement period and for . five 15) years from the date of final payment under the contract for audit or inspection as provided for.in subsection (b) of this Section. (d) In the event any audit or inspection conducted after final payment but within the period provided in paragraph (c) of this Section reveals any overpayment by COUNTY under the terms of the Agreement, ::�r ere ::. ... •.:. CONTRACTOR shall refund such overpayment to COUNTY within thirty (30) days of notice by COUNTY. Term Contract for in -!lace Asphalt Recycling (its - 600806- 10 /0MJ) Page 4 of 17 z 60!(.`TIOM e. RRBPONBXBILITIW OF COWIT LCTOR. Neither COUNTY's review, approval or acceptance of, nor payment for any of the materials required shall be construed to operate as a waiver of any rights under ~ this Agreement or of any cause of action arising out of the performance of this Agreement. CONTRACTOR shall be and always remain liable to COUNTY in accordance with applicable law for any and all damages to COUNTY caused by CONTRA CTOR's negligent or wrongful provision of any of the materials furnished under this Agreement. BaCTIan 9. (a) COUNTY may, by written notice to CONTRACTOR terminate this Agreement or any Purchase Order issued hereunder, in whole or in part, at any time, either for.COUNTY's convenience or because of the failure of CONTRACTOR to fulfill its Agreement obligations. Upon receipt of such notice, CONTRACTOR shall immediately discontinue all services affected, unless the notice direc erwise, and deliver to COUNTY all data, drawings, specifications, s, estimates, summaries and any and all such other information and materials of whatever type or nature as may have been accumulated by CONTRACTOR in performing this Agreement, whether completed or in process. (b) If the termination is for the convenience of COUNTY, CONTRACTOR shall be paid Oompensation for services performed to the date of termination. (c) If the termination is due to the failure of CONTRACTOR to fulfill its Agreement obligations, COUNTY may take over the work and prosecute the same to completion -by other agreements or otherwise. in such case, CONTRACTOR shall be liable to COUNTY for all reasonable additional costs occasioned to COUNTY thereby. CONTRACTOR shall not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of CONTRACTOR; provided, however, Tern Contract for In -Place Asphalt Recycling (In- 600806- 10 /am) Page 5 of 17 . that CONTRACTOR shall be responsible and liable for the actions of its subcontractors, agents, employees and persons and entities of a similar type or nature. Such causes may include acts of God or of the public enemy, acts of COUN'T'Y in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without any fault or negligence of I _1 • - (d) If after notice of termination for failure to fulfill its Agreement obligations it is determined that. CONTRACTOR had not so failed, the termination shall be conclusively deemed to have been affected for the convenience of COUNTY. In such event, adjustment in the Agreement price shall be made as provided in subsection (b) of this Section. (e) The rights and reined f COUNTY provided for in this =11 Section are in addition and suppl to any and all other rights and remedies provided by law or under this Agreement. sXCl 0M 10. AMZMMT AND MtCKM ORD= IW COli WCT. Whenever the terms of this Agreement conflict with any Purchase order issued pursuant to it, this Agreement shall prevail. BEMCU 11. RQUJLL OpPO WX ffiIAl M. CONTRACTOR. agrees that it will not discriminate against any employee or applicant for employ- ment for work under this Agreement because of race, color, religion, sex, age, disability or national origin and will take steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, disability, or national origin. This provision shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment advertising, layoff or termination, rates of pay or other forms of Torn Contract for In -Place Asphalt Recycling (zn- tooto�- 1o�omo). Page 6 of 17 3U compensation and selection for training including apprenticeship. MCTION 12. NO CONTIMMT lids. CONTRACTOR warrants that it has not Toyed or retained any company or person other than a bona fide employee working solely for CONTRACTOR to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, gift or other . consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, COUNTY shall have the right to terminate the Agreement at its sole discretion, without liability and to deduct from the Agreement price or otherwise recover the full amount of. such fee, commission, percentage, gift or consideration. ACTION 13. CONlLICT OF IN MUWT. (a) CONTRACTOR agrees tha j � •will not contract for or accept employment for the performance of �rork or service with any individu- al, business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY. (b) CONTRACTOR agrees that it will neither take any action nor engage in any conduct that would cause any COUNTY employee to violate the provisions of Chapter 112, Florida Statutes, relating to ethics in government. Ic) Tn the event that CONTRACTOR causes or in any way promotes or encourages &.COUNTY officer, employee or agent to violate Chapter 112, Florida Statutes, COUN'T'Y shall have the right to terminate this Agree- went. BNCT =Oa 14. T►SN=GNMdff. This Agreement, or any interest herein, shall not be assigned, transferred, or otherwise encumbered under any Tern Contract for-In-Place Asphalt Recycling (Iri- �OOSOi -10 /aNfi) Page 7 of 17 W circumstances by the parties hereto without prior written consent of the other party and in such cases only by a document of equal dignity ` herewith. SRCSZGl6 13. In the event that CONTRACTOR, during the course of the work under this Agreement,. requires the services of subcontractors or other professional associates in connection with services covered by this Agreement, CONTRACTOR must first secure the prior express written approval of COUNTY. If subcontractors or other professional associates are required in connection with the services covered by this Agreement, CONTRAC'T'OR shall remain fully responsible for the services of subcontractors or other professional associates. 02CTI001 16. ICA'1'I0l1 Or COMM CONTRACTOR agrees to hold harmless and indemnify COUNTY and its commissioners, officers, employees and agents against any and all claims, losses, damages or lawsuits for damages arising from, allegedly from or related to the provision of services hereunder by CONTRA SSMO11 17. INSUPMUCS . (a) GENERAL CONTRACTOR shall, at its own cost, procure the insurance required under this Section. .(1) Prior to commencement of work pursuant to this Agree- ment, CONTRACTOR shall furnish COUNTY with a.Certificate of Insurance signed by an authorized representative of the insurer evidencing the insurance required by this Section (Workers' Compensation /Employer's Liability, Commercial General Liability, and Business Auto). COUNTY and its officials, officers, and employees shall be named additional.insured under the Commercial General Liability Policy. The Certificate of Insurance shall provide that COUNTY shall be given not less than thirty (30) days written notice prior to the cancellation or restriction of coverage. Until such time as the insurance is no longer required to be ?era Contract for In -!lace Asphalt Recycling (IFS-600806-10/GM) Page i of 17 maintained by CONTRACTOR, CONTRA CTOR shall provide COUNTY with a renewal or replacement Certificate of Insurance not less than thirty (30) days before expiration or replacement of the insurance for which a previous certificate has been provided. (2) The Certificate shall contain a statement that it is being provided in accordance with the Agreement and that the insurance is in full compliance with the requirements of the Agreement: In lieu of the statement on the Certificate, CONTRACTOR will at the option of COUNTY submit a sworn, notarized statement from an authorized represent- ative of the insurer that the Certificate is being provided in accor- dance with the Agreement and that the insurance is in full compliance with the requirements of the Agreement. (3) In addition to providing the Certificate of Insurance, if required by COUNTY, CONTRACTOR shall within thirty (30) days after receipt of the request provide with a certified copy of each of i the policies of insurance prov the coverage required by this Section. (4) Neither approval by COUNTY nor failure to disapprove the insurance furnished by CONTRACTOR shall relieve CONTRACTOR of its full responsibility for performance of any obligation including CONTRACTOR indemnification of COUNTY under this Agreement. (b) INSURANCE COMPANY REQUIRMUNTS Insurance companies provid- ing the insurance under this Agreement must, meet the following require- ments: (1) Companies issuing policies other than Workers' Corpen- sation must be authorized to conduct business in the State of Florida and prove same by maintaining Certificates of Authority issued to the ccapanies by the Department of Insurance of the State of Florida. Policies for Workers' Ccagmnsation may be issued by companies authorized Tern Contract for In -Place Asphalt Recycling (Irs- 600406- 10 /0M) Page 9 of 17 as a group self - insurer by Section 624.4621, Florida Statutes. (2) In addition,. such companies other than those authorized by Section 624.4621, Florida Statutes, shall have and maintain a Best's Rating of "A or better and a Financial Size Category of "VII" or better according to A.M. Best Company. (3) If during the period which an insurance company is providing the insurance coverage required by this Agreement, an insur- ance company shall: (i) lose its Certificate of Authority, (ii) no longer comply with Section 624.4621, Florida Statutes, or (iii) fail to maintain the requisite Best's Rating and Financial Size Category, CONTRACTOR shall, as soon as CONTRACTOR has knowledge of any such circumstance, immediately notify COUNTY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as CONTRACTOR has rep! the unacceptable insurer with an insurer acceptable to COUNTY CMYAZ shall be deemed to be in default of this Agreement (c) SPECIFICATIONS without limiting any of the other obliga- tions or liability of LONTRACTOR, CONTRACTOR shall, at its sole expense, procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection. Except as otherwise specified in the Agreement, the insurance shall become effective prior to the commencement of work by CONTRACTOR and shall be maintained in force until the Agreement. completion date. The amounts and types of insurance shall conforms to the following minimum requirements. (1) Workers' Compensation /Employer's Liability (A) CONTRACTOR's insurance shall. cover CONTRACTOR for liability which would be covered by the latest edition of the standard Term Contract for In -Place Asphalt Recycling (STS- 600906- 10 /9W) Page 10 of 17 Z Workers' Compensation Policy as filed for use in Florida by the National Council on Compensation Insurance, without restrictive endorsements. CONTRACTOR will also be responsible for procuring ]proper proof of coverage from its subcontractors of every tier for liability which is a result of a Workers' Compensation injury to the subcontractor's em- ployees. The minimum required limits to be provided by both CONTRACTOR and its subcontractors are outlined in .subsection (c) below. In addition to coverage for the Florida Workers' Compensation Act, where appropriate, coverage is to be included for the United States Longshore- men and Harbor Workers' Compensation Act, Federal Employers' Liability Act, and any other applicable Federal or State law. (B) Subject to the restrictions of coverage found in the standard Workers' Compensation Policy, there shall be no maximum limit on the amount of coverage for liability imposed by the. Florida Workers' Compensation Act, the U States Longshoremen's and Harbor Workers' Ccmpensation Act or a er coverage customarily insured under Part One of the standard Workers' Compensation Policy. (C) - The minimum amount of coverage under Part Two of the standard Workers — Compensation Policy shall be: $100,000.00 (Each Accident) $100,000.00 (Disease- policy Limit) $100,000.00 (Disease -Each Employee) (2) Commercial General Liability (A) CONTRACTOR's insurance shall cover CONTRACTOR for those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) , as filed for use in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements other than the elimination of Coverage C, Medical Payment and the elimination of coverage for Fire Damage Legal Liability. Term Contract for In -Place Asphalt Recycling (Ira-600806-10/0w) Page 11 of 17 (B) The minimum limits to be maintained by CONTRACTOR (inclusive of any amounts provided by an Umbrella or Excess policy) shall be as follows: . LIMITS General Aggregate Three 13) Times the Each Occurrence Limit Personal k Advertising $300,000.00 Injury Limit Each Occurrence Limit $300,000.00 (3) Business Auto Policy (A) CONTRACT'OR'S insurance shall cover CONTRACTOR for those sources of liability which would be covered by Part IV of the latest edition of the standard Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of .Florida by the Insurance Services Office, without the attachment of restrictive endorsements. Coverage shall include owned, non - owned, and hired autos. (B) The minimum is to be maintained by CONTRACTOR (inclusive of any amounts provi an Umbrella or Excess policy) shall be per - accident, combined single limit for bodily injury liability and property damage liability. If the coverage is subject to an aggregate, COOR'RACTOR shall maintain separate aggregate limits of coverage applicable to claims arising out of or in connection with the work under this Agreement. The separate aggregate limits to be main tained by CONTRACTOR shall be a minimum of three (3) times the per - accident limit requited and shall apply separately to each policy year or part thereof. (C) The minimum amount of coverage under the Business Auto Policy shall be: LIMITS Each Occurrence Bodily $300,000.00 Injury and Property Damage Liability Combined Tera contract for In -!lace Asphalt Recycling (In- 600606 -10 /0116) *age 12 of 17 afl (d) COVERAGE The insurance provided by CONTRACTOR pursuant to this Agreement shall apply on a primary basis and any other insurance or self - insurance maintained by COUNTY or COUNTY's officials, officers, or employees shall be excess of and not contributing with the insurance provided by or on behalf of CONTRACTOR. (e) • OCCURRENCE BASIS The Workers' Compensation Policy and the Ccamrcial General Liability required by this Agreement shall be provided on an occurrence rather than a claims -made basis. (f) OBLIGATIONS Compliance with the foregoing insurance requirements shall not relieve CONTRACTOR, its employees, or its agents of 'liability from any obligation under a Section or any other portions of this Agreement. It shall also be the responsibility of CONTRACTOR to ensure that all of its subcontractors performing services under this Agreement are in compliance with the insurance .requirements of this Agreement as defined above. 0 O 18. D=BP7= R=80 �`_) (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust COUNTY dispute resolution procedures prior to filing suit or otherwise pursuing legal remedies. COUNTY dispute resolution procedures for proper invoice and payment disputes are not forth !,n Section 22.15, "Prompt Payment Procedures," Seminole County Administrative Code. Contract claims include all controversies, except disputes addressed by the "Prompt Payment Procedures,' arising under this Agreement within the dispute resolution procedures set forth in Section 8.1539, "Contract Claims,' Seminole County Administrative Code. (b) CONTRACTOR agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration in COUNTY dispute resolution procedures Tern Contract for in -Place Asphalt Recycling un- 406806- 10 /dw) Page 13 of 17 set forth in subsection (a) above of which CONTRACTOR had knowledge and failed to present during COUNTY dispute resolution procedures. (c) In the event that COUNTY dispute resolution procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the. procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation SX=OK 19. xM OF COGWP! AND CONTRACTOR. (a) It is recognized that questions in the day -to -day conduct of performance pursuant to this Agreement will arise. COUNTY, upon request by CONTRACTOR, will designate and advise CONTRACTOR in writing of one or more of its employees to whom all communications pertaining to the day - to -day conduct of this Agreement 1 be addressed. The designated representative shall have the city to. transmit instructions, receive information and interpret and define COUNTY'S policy and decisions pertinent to the wofk covered by this Agreement. (b) CONTRACTOR shall at all times during the normal work week designate or appoint one or more representatives who are authorized to act on behalf of and bind CONTRACTOR regarding all mutters involving the conduct of the performance pursuant to this Agreement and shall keep COUNTY continually and effectively advised of such designation. 6=CTIOB 20. ALL PRIOR ACRD! This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are nb commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Teis contract for in -place Asphalt Recycling (Iff- 6008Q6- 10 /GNG) Peg* 14 of 17 KI Accordingly, it is agreed that no deviation from the terms hereof shall be' predicated upon any prior representations or agreements, whether oral or written. BECTION 21. 1bDI MMVIONS. Al "9. OR Nn modification, amendment, or alteration in the terms or conditions contained herein shaill be effective unless contained in a written document executed with the same formality and of equal dignity herewith. BSMCK 22 . X=pIIRDSS!'t COmTtRAC'i'OR. It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co- partners between the parties, or as constituting CONTRACTOR (including its' officers, em- ployees, and agents) as an agent, representative or employee of COUNTY for any purpose or in any manner whatsoever. CONTRACTOR is to be and shall remain forever an independent contractor with respect to all services performed under this Agr SEMOIR 23. =PZo = BT �ersons employed by CONTRACTOR in the performance of services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment com- pensation, civil service or other employee rights or privileges granted to COUNTY'S officers and employees either by operation of law or by- COUNTY. SRQTIOR 24. SNKVICZS SID? M)VID9D TGR. No claim for services furnished by CONTRACTOR not specifically provided for herein shall be honored by COUNTY. SN(."t OK ZS. FMWC TOCORDS LIN. CONTRACTOR acknowledges COMMIS obligations under Article I, Section 24, Florida Constitution, and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article I, Section 24, Florida Constitution, and Chapter Term Contract for In -place Asphalt Recycling (In- 500806- 10 /0M3) page 15 of 17 t . t 119, Florida Statutes, in the handling of the materials created under this Agreement and that said statute controls over the terms of this . Agreement. SECTION 26. CMWLXAMM WITH LL"S 'AMM In providing all services pursuant to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provisions of such services including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement, and shall entitle COUNTY to terminate this Agreement in mdiately upon delivery of written notice of termination to CONTRACTOR. SECTION 27. NOTIC38. Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered or certified United States mail, return receipt requested, - addressed to the party for wh is intended at the place last specified. The place for giving otice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice, to -wit: for COMMI Public Works Department 520 W. Lake Mary Boulevard, Suite 200 Sanford, Florida 32773 !oz CONTPJLC OR t Asphalt Recycling, Inc. P.O. Box 510875 Melbourne Beach, Florida 32951 SECTION 28. 1tIQ S AT Lip The rights and remedies of COUNTY provided for under this Agreement are in addition and supplesien- tal to any other rights and remedies provided by law., Term Contract for In -Place As&alt Recycling (in-600906-10/GM) Fag* 16 of 17 ni liI'1'iMB MOUMP, the parties hereto have made and executed this Agreement on the date below written for execution by CO(3m. ATTEST: ASPHALT RECYCLING INC MARK BITOMSKI Vice President (CORPORATE SEAL) ATTEST: Clerk to the rd of County C onuafl si ers of Seminole CoAn For the usb,auereliance of Seminole County only. As authorized-for execution by the i Boar of Co ty ougd ssioners at Approved as to form and Aeting. legal sufficiency. County Attorney ABC /lpk 11/13/09, 1 /9/10 P: \Users \Legal Sec eery CSB \Purchasing 2009 \Agreanents \IPs- 600s06.doc Attacbments: Exhibit A - Scope of Services and Fee Schedule Exhibit B - Saaple Purchase Order Exhibit C - General Conditions Exhibit D - FHWA Guidelines Term Contract for In -place Asphalt Recycling (I7i- 600/06- 10 /G!!0) Page 17 of 17 By: t THEODORE W. BITOKSKI President Date: 3 144 l ' . Deputy BO DALLARI, Pbbt Date : -, 1 l 3/;�0/0 WE