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2009-46 CONTINUING CONTRACT AGREEMENT BETWEEN THE CITY OF CLERMONT FLORIDA AND REYNOLDS INI.INER, LLC FOR SANITARY SEWER INTERIOR REHAB SERVICES THIS CONTINUING CONSTRUCTION CONTRACT AGREEMENT, hereinafter referred to as `AGREEMENT," is entered into as of this 10th day of No. ember 2009, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is. 685 West Montrose Street, Clermont, Florida 34711, Hereinafter referred to as "CITY." and REYNOLDS INLINER. LLC, a Limited Liability Company under the laws of the State of Florida, whose address is 109 Applewood Drive, Longwood, Florida 32750. hereinafter referred to as "CONTRACTOR." W ITNESSEFH: WHEREAS, CONTRACTOR has been awarded a contract with the City of Clermont, Florida through a public procurement bid for the provision of sanitary sewer interior rehab services in accordance with the specifications of the City of which are attached hereto and incorporated herein as Exhibit "A"; WHEREAS, CONTRACTOR is willing to provide sanitary sewer intenor rehab services to CITY to accordance with the pricing and specifications contained in the City of Clermont contract, and WHEREAS, CiTY is willing and authorized by its Purchasing Policy to waive forinal competitive selection procedures and purchase services through a contract of another governmental entity. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows: 1.0 TERM 1.1 This Agreemean is to become effective upon execution by both parties, and shall remain to effect for a two (2) year tern, unless terminated as provided for herein Additionally, the parties agree that the term may be extended upon mutual agreement for periods of one (1) year, but such optton to extend may only be utilized three (3) times unless authorized by the City Council for additional extensions. 1 .2 The term of any task authorization'work order, as described in Section 2 hereof shall be as set forth in such task authorization/work order, and all of the terms and conditions of this Agreement shall survive until completion of all task authorizations/work orders. 2.0 TASK AUTHORIZATIONS 2 1 h is expressly understood and acknowledged that nothing herein shall obligate or guarantee to CONTRACTOR any agreement or task authorization and CITY expressly reserves the right to exercise its option to issue any such agreements to any qualified firm or entity in accordance with all applicable laws, ordinances, polictes and/or regulations. The CITY shall make request of CONTRACTOR for the services contemplated herein by providing to CONTRACTOR, verbally or in writmg, a general description of the task to be performed The CONTRACTOR will prepare a performance and costs schedule based on the Specifications and Payment Schedule attached hereto and incorporated herein as Exhibit "A" and provide the written schedule as a "Task Authorization" to the CITY. If a site visit by CONTRACTOR is needed to generate the scope document, CONTRACTOR shall request approval prior to visiting the site The CITY will review the proposal, and if the description is mutually acceptable, the parties will enter into a written "task authorization" The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools apparatus and transportation and perform all of the work described in each individual task authorization to be issued hereunder as prepared by CITY Al! work shall be performed m accordance with any special conditions contained in the task authorization and the Specifications and pricing contained in the Specifications and Pricing Statement, attached hereto and incorporated herein as Exhibit "A" 2.2 CONTRACTOR shall not he authorized to proceed until the CITY has issued a Notice to Proceed to the CONTRAC TOR. Upon receipt of the signed Task Authorization and a Notice to Proceed from the CITY. the CONTRACTOR shall perform the services set forth in the task authorization. 3.0 CONTRACT DOCUMENTS The CONTRACT DOCUMENTS shall include this Agreement, the task authorization and any special conditions, plans or drawings incorporated therein and the specifications and pricing contained in Exhibit `A" hereto. In the event of any conflict, ambiguity or uncertainty among the CONTRACT DOCUMENTS, the CONTRACTOR shall immediately notify the CITY. Any conflict, ambiguity or uncertainty to the CONTRACT DOCUMENTS shall be interpreted and construed by the CITY'S project manager, whose decision shall be final and binding upon all parties. 4 0 THE CONTRACT SUM The CITY shall pay to the CONTRACTOR, for the faithful performance of each task authorization to the AGREEMENT, in lawfiil tender of the United States, and subject to additions and deductions as provided m the approved dollar amount of each project awarded by task authorization to the CONTRACTOR. 5.0 COMMENCENIE NT AND COMPLETION OF WORK 5.1 The CONTRACTOR shall commence work within 10 calendar days after receipt of Notice to Proceed and receipt of plans and will complete the same within the number of calendar days specified in the individual project task authorization, unless the period for final completion is extended otherwise by the CONTRACT DOCUMENTS 5.2 The CONTRACTOR shall prosecute the work with faithfulness and diligence. 5,3 The CONTRACTOR further declares prior to the commencement of work he will examine the site of the w ork and from personal knowledge and experience or that he will make sufficient investigations to fully satisfy himself that such site is correct and suitable for the work and he assumes full responsibility therefore All CONTRACT DOCUMENTS will be read and carefully considered by the CONTRACTOR, who understands the same and agrees to their sufficiency for the work to be done. It is expressly agreed that under no circumstances, conditions or situations shall this AGREEMENT be more strongly construed against the CITY than against the CONTRACTOR, or his surety, if applicable 5.4 It is expressly understood and agreed that the passing, approval and &or acceptance of any part of the work or material by the CITY, City Manager, City of Clermont, Florida (Authorized Representative) or by any agent or representative as in compliance with the terms of this AGREEMENT and/or of the Drawings, Plans and Specifications covering said work shall not operate as a waiver by the CITY of strict compliance with the terms of this AGREEMENT and/or the Drawings and Specifications covering said work; and the CITY may require the CONTRACTOR and/or his Surety to repair, replace, restore and/or make to comply strictly and in all things with this AGREEMENT and the Drawings and Specifications any and all of said work and'or materials which, within a period of one year from and after the date of the passing, approval, and or acceptance of any such work or material, are found to be defective or to fail and in any way to comply with this AGREEMENT or with the Drawings and Specifications. This provision shall not apply to materials or equipment normally expected to deteriorate or wear out and become subject to normal repair and replacement before their condition is discovered, The CONTRACTOR shall not be required to do normal maintenance work under the guarantee provisions Failure on the pan of the CONTRACTOR andfor his Surety, immediately after Notice to either, repair or replace any such defective materials and workmanship shall entitle the CI'T'Y, if it sees tit. to replace or repair the same and recover the reasonable cost of such replacement and/or repair from the CONTRACTOR and'or his Surety, who shall in any event be jointly and severally liable to the CITY for all damages, loss and expense caused to the CITY by reason of the CONTRACTOR'S breach of this AGREEMENT and/or his failure to comply strictly and in all things with this AGREEMENT and his failure to comply strictly and m all things with this AGREEME=NT and with the Drawings and Specifications 5 5 As -built drawings or warranties, as may he applicable. must be submitted to the CITY before final payment will be made to the CONTRACTOR. b 0 p Ada IAL AND FINAL PAYMIETTS In accordance with the provisions fully set forth in Exhibit "A ", and subject to additions and deductions as provided, the CITY shall pay the CONTRACTOR as follows 6 1 CONTRACTOR shall submit a progress payment request by the third (3rd) day of each calendar month for work performed during the preceding calendar month Upon CONTRAATOR'S signature accepting the PARTIAL PAYMENT AUTIIORIZATION, the CITY shall make a partial payinent to the Contractor, within twenty (20) working days, on the basis of a duly certified and approved estimate by the CITY and the Engineer, for work performed during the preceding calendar month under the AGREEMENT. To insure proper performance of the AGREEMENT, the CITY shall retain ten percent (10 %) of the amount of each estunate until final completion and acceptance of all work covered by the AGREEMENT and /or task authorization. 6.2 Upon submission by the CONTRACTOR of evidence satisfactory to the CITY that all payrolls. material bills and other costs incurred by the CONTRACTOR in connection with the construction of the work have been paid in full, and also, after all guarantees that may be required m the Specifications have been furnished and are found acceptable by the CITY, final payment on account of this AGREEMENT and/or task authorization shall be made within twenty (20) working days after completion of all work by the CONTRACTOR covered by this AGREEMENT and/or task authorization and acceptance of such work by the CITY. 7.0 ADDITIONAL BONDS It is further mutually agreed between the parties hereto that if. at any time after the execution of this AGREEMENT and subsequent task authorizations with Surety Bonds attached for faithful performance and payment of labor and materials for each awarded task authorization, the CITY shall deem the Surety or Sureties upon such bonds to be unsatisfactory, or if, for any reason, such bonds cease to be adequate to cover the performance and payments of the work, the CONTRACTOR shall, at his expense, and within seven (7) days after receipt of Notice from the CITY to do so, furnish additional bonds. ui such form and amounts. and with such Sureties as shall be satisfactory to the CITY In such event, no further payment to the CONTRACTOR shall be deemed due under this AGREEMENT until such new or additional security for the faithful performance and for payment of labor and materials of the work shall be furnished in manner and form satisfactory to the CITY. 8.0 PROGRESS MEETING CITY'S designated Project Manager may hold periodic progress meetings on a monthly basis. or more frequently, if required, during the term of any task authorization entered into under this Agreement. CONTRACTOR'S Project Manager and all other appropriate personnel shall attend such meetings as designated by CITY'S Project Manager. 3 9.0 SAFETY 9.1 CONTRACTOR agrees to comply with all Federal, State and local safety standards while on the property of CITY 9.2 CONTRACTOR shall have full responsibility and assume all liability for the safety and supervision of its employees while performing services provided hereunder. 10.0 REASONABLE ACCESS During the terns of this Ageennent, CITY shall grant CONTRAC TOR reasonable access to the CITY'S premises for purposes of fulfilling its obligations under this Agreement. 11.0 INSURANCE AND IIOLD HARMLESS /INDEMNIFICATION CONTRACTOR shall maintain m force during the term of this Agreement, at its own expense, insurance as set forth in Exhibit "13 ", attached hereto and incorporated herein and shall be bound by the terms of the Hold Harmlessllndemnificatton provisions expressed therein. 12.0 COMPLIANCE \11TH LAWS AND REGULATIONS CONTRACTOR shall comply with all requirements of federal, state and local laws, rules, regulations, standards, and/or ordinances applicable to the perforniance of this Agreement. 13.0 REPRESENTATIONS 13.1 CONTRACTOR represents that the services provided hereunder shall conform to all requirements of this Agreement and the Task Authonzauon, shall be consistent with recognized and sound professional engineering practices and procedures; and shall confornn to the customary standards of care, skill, and diligence appropriate to the nature of the services rendered 13.2 CONTRACTOR represents that the personnel furnishing such services shall be qualified and competent to perform the services assigned to them and that such guidance given by and the recommendations and performance of such personnel shall reflect their best professional knowledge and judgment. 13 3 Subject to the provisions of this Section, should CONTRACTOR breach the warranties set forth herein, CITY shall have such remedies as may be provided at law or equity. 13.4 Without limiting the generaltry of the foregoing, if the CONTRACTOR completes its services under any task authorization entered into hereunder, and the CONTRACTOR'S services are non - complying, defective, or otherwise improperly performed and CITY notifies CONTRACTOR in writing that a defect, error, omission or noncompliance has been discovered m CONTRAC services, CONTRACTOR shall, at the option of CITY: a) correctly re- perform such non - complying, defective, or otherwise improperly performed services at no additional cost to CITY; b) refund the amount paid by CITY attributable to such non - complying, defective or otherwise improperly performed services, or c) if CONTRACTOR fails to take action under a) above, at CONTRACTOR'S sole expense, otherwise cure or have cured any such non - complying, defective, or otherwise improperly performed services. 13.5 The only representations made by CONTRACTOR are those expressly enumerated in this provision. Any other statements of fact or descriptions expressed in the Ageement or any attachments thereto, shall not be deemed to constitute a warranty of the work or any part thereof 4 14.0 ASSIGNMENT 14 1 CONTRACTOR shall not assign or subcontract this Agreement. any task authorization hereunder, or any rights or an monies due or to become due hereunder without the prior, written consent of CITY. 14 2 If, upon receiving written approval from CITY, any part of this Agreement is subcontracted by CONTRACTOR, CONTRACTOR shall be fully responsible to CITY for all acts and /or omissions performed by the subcontractor as if no subcontract had been made, 14.3 If CITY deter mitres that any subcontractor is not performing in accordance with this Agreement, CITY shall so notify CONTRACTOR who shall take immediate steps to remedy the situation 14.4 If any part of this Agreement is subcontracted by CONTRACTOR, prior to commencement of any work by the subcontractor. CONTRACTOR shall require the subcontractor to provide CITY and its affihates with insurance coverage as set forth by the CITY'S Human Resources Director /Risk Management 15.0 L \'DEPENDENT CONTRACTOR At all times during the term of this Agreement, CONTRACTOR shall be considered an independent CONTRACTOR. 16.0 DEFAULT If during the terns of this Agreement, CONTRACTOR shall be in default of any of the material provisions of this Agreement, CI1Y may suspend its performance hereunder until such delinquency or default has been corrected, provided, however that no suspension shall be effective unless and until Chi Y gives written notice of the default to CONTRACTOR with at least ten (10) days to cure such default If CONTRACTOR fails to correct such delinquency or default within thirty (30) days of suspension by CITY, CITY may terminate this Agreement. 17.0 TERMINATION Notwithstanding any other provision of this Agreement, CITY niay, upon written notice to CONTRACTOR, terminate this Agreement if. a) without cause and for convenience upon thirty (30) days written notice to CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c) CONTRACTOR makes a general assignment for the benefit of its creditors; d) CON'I RAM OR faits to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement In the event of such termination. CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination, 18.0 FORCE MAJEURE Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God: fire; flood, windstorm, explosion, riot; war, sabotage; strikes; extraordinary breakdown of or damage to CITY'S affiliates' generating plants, their equipment, or facilities: court injunction or order; federal and/or state law or regulation. order by any regulatory agency; or cause or causes beyond the reasonable control of the party affected, provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to remoxe such cause or causes. If any circumstances of Force Majeure remain in effect for sixty (60) days, either party may terminate this Agreement 19.0 GOVERNING LAW & VENUE This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida Venue shall be Lake County, Florida, or the United States District Court in and for the Middle District of Florida. 5 20.0 HEADINGS Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement, 21.0 SEVERABELITV In the event any portion or part of this Agreement is deemed invalid, against public policy, void, or otherwise unenforceable by a court of law, the parties shall negotiate an equitable adjustment in the affected provision of this Agreement The validity and enforceability of the remaining pans thereof shall otherwise be fully enforceable 22.0 WAIVER AND ELECTION OF REMEDIES 22 1 Wainer by either party of any terms, condition, or provision of this Agreement shall not be considered a waiver of that term. condition or provision in the future 22.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be binding unless in writteg and sighed by a duly authorized representative of each party hereto 23 0 THIRD PARTY RIGHTS Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than CITY and CONTRACTOR 24.0 PROHIBITION AGAINST CONTINGENT FEES CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the 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 the CONTRACTOR. any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement 25.0 ENTIRE AGREEMENT Except as otherwise state, this Agreement, including the schedules. attachments, appendixes and exhibits attached hereto, constitutes the entire agreement between CITY and CONTRACTOR with respect to the services specified and all previous representations relative thereto, either written or oral, are hereby annulled and superseded. 26.0 SOVEREIGN IMMUNITY Nothing contained in the Agreement shall be construed as a waiver of the CITY'S rights to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the CITY'S potential liability under state or federal law 27.0 NOTICE Any notices required to be given by the tenns of this Agreement shall be delivered by hand or mailed, postage prepaid to. CITY: City Manager City of Clermont 685 West Montrose Street Clermont, Florida CONTRACTOR. REYNOLDS INLINER, LLC 109 Applewood Drive, Longwood. Flonda 32750 6 Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in vatting. IN WITNESS WHEREOF, the parties hereto have executed this Continuing Construction Contract Agreement on this day of 2009. CITY 0 - ...,..--T All ---- c.7.. - ._._ ..---t" atm - ..... •-• ... vir Ilar7ille, r., Mayo Attest: I IP 4 7 -- M n Mo -... A —AAP' ..... Tracey Ackro. 4 ity Clerk (Corporate Seal) REYNOLDS N 4 LC , . By k Al a t s II IN PV k , , • , . , ..: v , - (Nan .. ' '' Jilted or / ' p If a corporation, affix corporate , seal and have corporate secretary / +I , attest. i Atte. 4 .AII, 1 1 a 1 I 1 /4- ' , ........ _rm. ecretary - -- .._C- . C -4 4. 1 • M — r 4 0 (Name ' inted or Typed) 7 Exhibit "A" 8 o 407-472 00,97 From DFA..eonDiana ,1/19 /07 03:24 PM Page 2 of " :111 COLLIER COUNTY GOVERNMENT PURCHASING DEPARTMENT 3301 EAST TAMIAMI TRAIL CONTRACT ADMINISTRATION PURCHASING BUILDING ADMINISTRATIVE SERVICES DIVISION NAPLES, FLORIDA 34112 (239) 252-S375 FAX (239) 262-6597 November 14, 2007 Mark Harris Reynolds In liner, LLC 2601 W. Lake Mary Blvd., Suite 129 Lake Mary, FL 32746 Fax: 407-472-0097 RE: Renewal of Contract It 07-4088 "Trench less Sewer System Rehabilitation" Dear M. ) Cohr CounLy has been under Contract with your company for the referenced services for the rr3st year. The County would Ike to renew this agreement under the same terms and condbons for one (1) additional year in accordance with the renewal clause in the agreement. If you are aoreeab ie. to renewing the referenced contract, please indicate your intentions by pro'ilding the approp:iate information as requested below: x I am agreeable to renewing the present contract for Trenchiess Sewer System Rehabilitation 'Services under the same terms ard conditions as the existing contract. I am not agreeable to renewal of this contract. If yOL are aoreeable to renewing the contract, said renewal will be in effect from March 27, 2008 until Mach 26, 2009. Aso, please provide a current inswance certificate for our files, as per the original contract requirements. Du e. to the volume af insurance certificates received in the Purchasing Deparsnent, the contract number should be referenced on the certificate to ens.ire that our records are updated accordingly. To 1o/-42-O.87 From DeLeonDiana 11/142/07 0325 PM Page 3 oi 3 Page 2 of 2 • RE: Renewal of Contract # 07-4088 "Trench less Sev,ter. Reho.bilitation" 'Your prompt attention is urgently requested. Please return this letter to the Purcnasing Depaitrrent with your response and insurance certificate no ater than December 7 If you have any questions you may contact me at 239/252-8375. Very truly yours, Diana De Leon Contract Technician Accepnnce: Reynolds Lifiner, LLC Contracior/V- By: Signre Mark Harris,Vice Presiclent. Typed Name and Titre (Corporate Officer) Date: 11/15/07 In Order to make sure. our contact information Is current, please provide the following. Contact person: Michael Carinoll „ Phone # 407-260-9668 Fa # 407-260-9318 Email mcannch@reynoldsialiner.COTil Ai 109 Applewood Drive, LonTLood, FL 32750 C: James Sainvilus, PUED Collier County Notice of Recommended Award ra c, r ar, air Notice of Recommended Award Award of a Contract wilt be made by the Board of county Commissioners (BCC.) in public sessfipn, Award rmmeodatbon:. are posted outside of the Office of the Purchasing Director an Thursday prior to the Tuesday Soerd meeting_ The BCC meeting begins at 9 :00 a.m. and is held on the 3rd Floor of the W_ ttarmion Turner Building (formerly Building F), Thp re(orrmende4 awards art. as %flows: a€7 =f; €s B14 rsdr��ra rarr: r,wartiud' 3127/07 07 -3962 New Divisional Software System (CBES) Muntripal Software Corporation Category A - Miller ftpehne Corporation, Pnrnary - Reynotas lnliner, Secondary Category 81 - Reynolds lnliner 3/27/07 07 -4038 Trenchiess Sewer System Rehabt4Wtion Category 82 - Miller Pipeline Corporation Dategary D - Miller Pipeline Corporation and Reynolds Iniiner 3!27/07 0/- Concession Food Resale anti Paper Cheney Brothers and Vistar Specialty 4076 Products at North Cotner Regional Park Market•/Roma roves 3/27107 07 -4208 P.tr<hase of EMS Uniforms itetect all 8tdr> fi f t httpi /co.coliier.fl us /lndex.aspx ?pago-1665 3/29/2007 3 if al i5 <A CA GA 0 C 12) 0 .......; 1.- 0 V 1 0 a cr z z g v 1.. m 2 1,.. 12 12 2 2 2 2 *2 3 1 32 11 0 E & al sa al al al CA in at tp al to . 1U� ,.. o , e . a. < 11,41-L141c. s t , k ln . 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I— 2 « et , 4 1 g ..........,...... cto 1 ' C:o Z 2 r•-• 2 2 _ 13 0 ,0 CI .0 0 D fa . . . COLLIER COUNTY GOVERNMENT ADMINISTRATIVE SERVICES DIVISION 3301 TAMIAMI TRAIL EAST 'Purchasing Department NAPLES, FL 34112 (239) 4/7-6098 Fax: (239) 530-6596 www.colliergov.net/ purchasing HOTICE OF WARD Date March 28, 2007 To, Reynolds Inliner, LLC Mr. Mark Harris, Vice President 2601 W. Lake Mary Blvd Suite 129 Lake Mary, FL 32746 RE: Btd No. 07-4088 'Trenchless Sewer System Rehabilitation Contracting Services' This later will serve as notiiica:ion that the Boaro of County Commissioners cons deeec your proposal for the above-referenced bid and awarded same to you on March 27, 2007. You have been awarded a Purcnase Order for the tolloy.ing services. Category A---Secondary Vendor Category B1 Category D Prior to being tsstied a Purchase Order and authorization to commence the work, you must furnish an Insurance Certificate pursuant to the requirements In the bid package (a copy or the requirements is attached). Thank you for your interest in Colfier Gounty, and congratulations on the award of this bid. If there are any qu Jons, please do not hesitate to contact me at (239) 417-6098. Ans. 1 ; John Curran ° Purchasing Agent cc: James Sainviius, Public Utilities Engineering Department _............., . , - •--- ... al it hi . COLLIER COUNTY GOVEWVIENT Administrative Services Division Purchasing Building . Purchasing Department 3301 E. Tamiami Trail Contract Administration Naples, Florida 34112 Telephone: 239/304-4270 FAX: 239/530-6691 www.colliergov.net May 30, 2007 Mark Harris Reynolds In Brier, LLC 2601 W. Lake Mary Blvd., #129 lake Mary, FL 32746 RE Contract 407-4038 "Trench less Sewer System Rehabilitation Contracting Services" Dar Mr_ Harris. We are pleased to enclose your copy of the fully executed contract, for the above-referenced services which was approved by the Board of County Commis on March 27, 2007. We anticipate a successf relationship, and in order to meet that goal, we want to convey our expectations regarding your role as a consultant as follows: 1. Flexibility in making changes, including resource allocation as the need arises; 2. Creativity in finding cost-effective solutions to unanticipated problems, 3. Management and coordination of sub-consultants; 4. Cooperation and timely communication with County Project Manager and staff; 5. Proper documentation of costs and expenses associated with this contract Congratulations on the award of this contract should you have any questions, please do not i hesitate to contact me at 239/304-4270 i . I Very truly yours, 0 _,A, a iL , tx.e4. _ PULA-A-pl Dianna Perryman Contract Specialist C. James Sainvilus, PITED , .. , . . .. - .. . 1 AGREEMENTNo.07-4088 For Trench less Sewer System Rehabilitation Contracting Services This AGREEMENT madeand entered into on this 27th day of March, 2007, by and between Reynold In liner,11.-C hereinafter called the 'Contractor and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County: 11 S S.S11U: 1. COMMENCEMENT: The contract shall be for a one (1) year period, commencing on March 27, 2007, and terminating on March 26, 2008. The County may, at it discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for three 0) additional one (1) year perlods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County Manager, or Ids designee, shall give the Contractor written rtotice of the County's intention to extend the Agreement term not less than ten (1() days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Contractor shall furnish and deliver Ca te.gory A, Cured-in-Place Pipe lining as secondary vendor, Cate.gory B1, Fold-and-Forin using ITDPE, Pipe Lining Contractor and Category D. Work C:ornmort to All Technologies, in accordance with the specifications, teams and conditions of Bid #07-4088 and the Contractor's proposal hereto attached and made an integral part of this agreement. 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, together with the cost of any other charges/fees submitted in the proposal. Any county agency may purchase products and services under this contract, provided sufficient funds are included in. their budget(s). 4. NOTICES: All notices required or made pursuant to this Agreement to be given by the County to the Contractor shalt be made in writing and shall be delivered by hand, by fax, e-mail, or by the United States Postal Service Department, fL st class mail service, postage prepaid, addressed to the following Contractor's a ddt ess of record: Page -1- , • Mark Harris, Vice President Reynolds Inkier, LLC 2601 W.. Lake Mary Blvd , Suite 129 Lake Mary, FL 32746 Telephone: 877-226-3674 FAX: 407472-0097 All notices required or made pursuant to this Agreement to be given by the Contractor to the County shall be in writing and shall be delivered by hand, by fax, e-mail, or by United States Postal Service Department, first class rna] service, postage prepaid, addressed to the following County's address of record: Collier County Government Complex Purchasing Department Attention: Stephen Y. Carnell Director of Purchasing and General Services 3301 East Tamiami Trail Purchasing Building G Naples, Florida 34112 Fax: 239-732-0344 SteveCarnelraicolliergov.net 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 Service Agreement must be in writing. 5 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. 6. PERMTTS: LICENSES: TAXES: In compliance with Section 218.80, Florida Statutes, all permits necessary for the prosecution of the Work shall he obtained kry the Contractor. Payment for all such permits issued by the County shall be processed internally by the County. Contractor is not responsible for paying for permit issued by Collier County, but is responsible for acquiring all permits. Owner may require the Contractor to deliver internal budget transfer documents to applicable Collier county agencies when the Contractor is acquiring permits. All permits, fees and licenses necessary for the prosecution of the 'Work which axe not issued by Collie,: County shall be acquired and paid for by the Contractor. 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 7 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 Page -2- ,„„„ „ purpose in violation of any federal, state, county or municipal ordinance, ntle, 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 impropei, 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 S. TERMINATION: Should the Contractor be found to have failed to perform his services hi a manner satisfactory to the County and requirements of this Agreement, the County may terminate said Agreement inunediately for cause; further the County may terminate this Agreement for convenience with a seven (7) day written notice. The County shall be sole judge of non-performance. 9. NO DISCRIMINATION: The C.ontantor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 10. INSURANCE: r he 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. B Business Auto Liability: Coverage shall have minimum limits of $500,000 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. Work 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 Board of County Commissioners shall be listed as the Certificate Holder and included as an Additional Insured on both the Comprehensive General Liability and Business Auto liability Policies. 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 30 days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Page Contractor shall ensure that all subconfractors comply with the same insurance requirements that he is required to meet Die same Contractor shall provide County with certificates of insurance meeting the required hmurance provisions. 11, INDF.M.. NIFICAT1ON: To the maximum extent permitted by Florida lay,v, the Consultant or Consultant shall indemnify and hold harml Collier County, its officers and employees from any and all liabilities, damages, losses and cos, including, but not limited to, reasonable attorneys fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct cif Consultant or Consultant or anyone employed or utilized by the Consultant or Consultant M 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, BONDS. Florida State Law requires payment and performance bonds for any project exceeding $200,000 and County Policy requires bonding for any project where payment will be spread out over a series of payments and/or where the project's duration will be in excess of thirty (30) days A. The Owner shall use its discretion for hording where a project may be in excess of fifty thousand dollars ($50,000), and completed in more than thirty po) days, the Contractor(s) shall be required to provide Payment and Performance Bonds. 11 When required by Owner, the Contractor shall furnish a Performance and/or Payment Bond prior to commencing performance, for the full amount of the Work, which shall act as a security guaranteeing the performance of the Contractor's work and the payment by the Contractor to any other party (ies) providing labor and/or materials in connection with each construction or renovation project performed by the Contractor The bonds shall be furnished using the forms prescribed in Exhibit "A". C if the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business in the State of Florida, or it ceases to meet the requirements impoecd by the Contract Documents, the Contractor shall, within Eve (5) calendar days thereafter, substitute another bond and surety, both of which shall be subject to the Owner's approval 13. PAYMENTS WITHHELD. Owner .may decline to approve any Application for Payment, or portions the.reof, because of defective or incomplete work, outstanding punchlist items, subsequenUy discovered evidence or subsequent inspections. The Owner may nullify the whole or any part of any approval for payment previously issued and Owner may withhold any payments otherwise due Contractor under this Agreement or any other agreement between • Owner and Contractor, to such extent as may be necessary In the Owner's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence bidiceting probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipirient; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable Page -4 indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor, or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, Owner may, after three (3) days written notice, rectify the same at Contractor's expense. Owner also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to Owner, whether relating to or arising out of this Agreement or any other agreement between Contractor and Owner 14. RELEASL: OF CLAIMS liefore final acceptance of the work and final payment by the County, the Contractor shall furnish to the County proper and satisfactory evidence (See Exhibit C), that all claims for labor and materials employed or used at the construction of said work have been settled and there are no legal claim(s) against the County for such labor and materials If such evidence is not furnished to the County, such arnounts, as many as may be necessary to rncet the unsatisfied claims, may bc retained from monies due to the Contractor under this contract until the liabilities shall be fully discharged. 15. SUBMIITALS AND SUBSTITUTIONS Any substitution of products/materials from specifications shall be approved in writing by Owner in advance. 1.6. CONTRACT TIME AND TIME EXTENSIO_Z6, A. Time is of the essence in the performance of any Work under this Agreement and Contractor shall diligently pursue the completion of the Work and coordinate the Work being done on the Project by its subcontractors and rnaterialmen, as well as coordinating it Work with all work of others at the Project Site, so that its Work or the work of others shall not be delayed or impaired by any act or omission by Contractor. Contractor shall be solely responsible for all construction means, methods, techniques, sequences, and procedures as well as coordination of all portions of the Work under the Contract Documents, and the coordination of Owner's supplies and contractors. 13. Should Contractor be obstructed or delayed in the prosecution of or completion of the Work as a result of unforeseeable causes beyond the control of Contractor, and not due to its fault or neglect. including but not restricted to acts of Nature or of the public enemy, acts of Government, fires, floods, epidemics, quarantine regulation, strikes or lockout, Contractor shall notify the Owner in writing within foity-eight. (48) hours after the commencement of such delay, stating the muse or causes thereof, or be deemed to have waived any right which Con tractor may have had to request a time extension. C. No interruption, Intel ference, inefficiency, suspensicyn or delay in the commencement or progress of the Work from any cause whatever, including those for which Owner may be responsible, in whole or in part, shall relieve Contractor of his duty to perform or give rise to any - right to damages or additional compensation from Owner. Contractor expressly acknowledges and agrees that it shall receive no damages for delay. Contractor's sole Page -5 , . remedy, if any, against Owner will be the right to seek an extension to the Contract Tune; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned 'No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as to claims based on late completion. 17. CHANGES IN THE WORK. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to the Contractor for any increased compensation withont such written order No office, employee or agent of Owner is authorized to direct any extra or changed work orally. A Change Order in the form attached as Exhibit "B" to this Agreement, shall be issued and executed promptly after an agreement is reached between Contractor and Owner concerning the requested changes Contractor shall promptly perform changes authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be adjusted in the Change order in the manner as Owner and Contractor shalt mutually agree. 18 COMPLIANCE WITH LAWS. Contractor agrees to comply, at its own expense, with all federal, state and local aWS, codes, statutes, ordinances, rules. regulations and requiremaits applicable to the Project, including but not limited to those dealing with taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act. Chapter 553, Florida Statutes). if Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify Owner in writing. 19. CLEAN UP. Contractor agrees to keep the Project site clean at all times of debns, rubbish and waste materials arising out of the Work. At the completion or the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus rrtairiaLs, and shall leave the Project site clean and ready for occupancy by 01:11112r 20. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of Owner If Contractor does, le ith 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 Owner. 21. WARRANTY. Contractor shall obtain and assign to Owner all express warranties given to Contractor or any subcontractors by any materiedrnen supplying materials, equipment or fixtures to be incorporated into the Project. Contractor warrants to Owner that any materials Pege and equipment furnished under the Contract Documents shall be new unless otherwise specified, and that all Work shall be of good quality, free from all defects and in conformance with the Contract Documents. Contractor further warrants to Owner that all materials and equipment furnished under the Contract Docunicsats shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the inst of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents if, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from Owner. Contractor shall also be responsible for and pay for replacement or repair of adjacent inaterials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which Owner is entitled as a matter of law. 22. EMPLOYEES. Contractor shall supply competent employees, who are neat, clean, well groomed and courteous and who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County work assignments is not in the best interest of the County. 23. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rifles or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the Owner the required certificates of inspection, testing or approval. All inspection, teats or approvals shall be performed in a manner and by organizations acceptable to the Owner. 24. PROTECTION OF WORK. Adequate protection and maintenance of all underground and surface structures, drains, sewers and other obsbaictions encountered in the progress of the work shall be the responsibility of the Contractor. If necessary, temporary support shall be installed by the Contractor, Any structures which may have been disturbed shall be restored as soon as possible to their original condition. Any damage to existing structures or utilities shall be immediately repaired or paid for by the Contractor at no expense to the County. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of Owner or Owner's separate contractors, Contractor shall be ctearged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. Page -7- . ,.• _ „ „ B. Contractor shall not toad nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C Contractor shall not disturb any benchmark established by the Owner with respect to the Project If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the Owner's benchmarks, Contractor shall immediately notify Owner. The Owner shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by Owner associated therewith. 25. DEFECTIVE WORK. All work performed by the Contractor, not in accordance with the intent of the plans and specifications, will be rejected and shall be removed immediately by the Contractor and replaced by suitable and satisfactory work at no additional cost to the County. 26 DAMAGE TO 'WORK. Until final acceptance of the work by the County Wastewater Collections Utility Department, it shall b under the charge and care of the Contractor, and he shall take every necessary precaution against injury or damage to the work by action of the elements or for any other cause. The County will not be responsible for or pay for damage while under construction 27. PROTECT RESTORATION AND FINAL CLEAN UP. The Contractor wiU restore all work sites to the condition they were in prior to the start of work on the project. Before the work is considered complete, aa. rubbish and unused material due to or connected with the construction must be removed and the premises left in a condition satisfactory to the County. AB damaged areas shall be restored as directed by the County. All excess earth shall be hauled to a location es designated by the County. Final payment shall be withheld until such work is completed. 26. BARRICADES, GUARDS AND SAFETY PROVISIONS. 10 protect persons, including the wcakmen, from injury and to avoid property damage and damage to the work, adequate barricades, construction signs, torches, red lanterns, and guards as required shall be placed and maintained by the Contractor during the progress of the construction work and in the case of work on or near traveled roadways until it is safe for traffic to use the highway. All 'material pites, equipment, pipe, excavations and mounds of earth that may serve as obstruction to traffic shall be protected by proper lights when the visibility is poor. The rules and regulations of the authorities regarding safety provisions shall be observed. The Contractor shall carry on work in a manner which will cause the least interruption to both vehicular and pedestrian traffic, and not more than two (2) consecutive blocks shall be closed to through travel, including the cross street intersected. Safe and suitable means of ingress and egress to and from all public and private properties shall be provided during construction. Where traffic must cross open trenches, suitable bridges shall be provided at street intersections and driveways. Page . . , The Contractor shall be held liable for any property damage or personal injury resulting from failure by the Contractor to take adequate safety precautions, and shall indemnify the Courtty and Engineer or his representative from all claims arising from such negligence. The Contractor shall be responsible, in al] respects, to conduct his operations in compliance with the U.S. Department of Labor Safety and Health Regulations for construction promulgated under the Occupational. Health and Safety Act of 1980 (PL-596) and under Section 107 of the Contract Work 1 lours and Safety Standards Act (PL-91-54). 29. EMERGENCIES, In the event of any emergency affecting the safety or protection of persons or the Work or property at the Project site or adjacent thereto, Contractor, without special instruction or authorization from Owner is obligated to act to prevent threatened damage, injury or loss. Contractor shall give the Owner written notice within fory-eight (48) hours after the occurrer.ce of the emergency, if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby, If the Owner determines that a change in the Contract Documents is required because of the action taken in response to an emergency, a Change Order shall be issued to document the consequences of the changes or variations If Contractor fails to provide the forty-eight (48) hour written notice noted above, the Contractor shall be deemed to have waived any right it otherwise may have had to seek an adjustment to the Contract Amount or an extension to the Contract Time. 30. CONTRACT ADMINISTRATION_ This Agreement shall be administered on behalf of the County by the Water and Wastewater 1)epartments. 31. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached or referenced component parts, all of which are as fully a part of the Agreement as if herein set out verbatim, including:, Contractor's Proposal, Insurance Certificate, Bid No. 06-4088, Exhibit A, Public Payinent Bond, Exhibit A-2 Public Performance Bond, Exhibit B Change Order, Exhibit C Warranty, any addenda, any Quotation/Work Order made or issued pursuant to this Agieement, and any related plans or specifications for any such Quotation.s or Work Orders. 32 PROHIBITION OF GIFTS TO COUNTY EMPLOYEES 1\lo organization or individual shall offer or give, either directly or indirectly, any Felton 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. 200405, and County Administrative Procedure 5311. Violation of thLs provision may rult La one or more of the following consequences: a Prohibition by the individual, firm, and/or any employer 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, REP, and/or quotes, and, c. immediate termination of any contract held by the individual and/or firm for cause. Page -9- 33. suBtEcr 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. 34. 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 ot 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 Ow laws referenced herein shall constitute a brt-ach of this agreement and the County shall have the diretion to unilaterally terminate this agreement immediately , Page 10- _ , IN WITNESS WLIEREOE, the Contractor and the County, have each, respectively, by an authorireci pason or agent, hereunder set their hands and seals on the date and year first above written. BOARD OP COUNTY COMMISSIONERS ATTES1 , COLLIER cra:ore, FIP'RigA DwightE Broc4 C.1.(Fk of Courts /42.,1 4* 11 ¶ ° . et - By: , 4 b James, Coletta, Chaim= Dated. I L.: Attes - •"1. - 00 , 4 si9naturi _ Contractor Reynolds Iriliner, LC First Witness Signs Ne-Zsik t Type/Print Witness Name Typed Signature EL. - T J E -11 4' Title - p, - the) ety Type/Print Witness Name / Approved as to form and legal 5 , 4E6 Robert Zachary. Assistant County Attorney Page -11- Exhibit "B" INSURANCE Contractor and subcontractors shall maintain such liability, Workman's Comp and other insurance as is appropriate for the work being performed Contractor shall submit copies of liability, Workman's Comp and other insurance with bid Worlonan's Comp shall reflect the total number of employees covered. The number of employees assigned to this project shall not exceed the Insurance coverage Insurance amount shall be Comprehensive Business Liability of $2,000.000 and Workers Compensation and Employees Liability of $500,000 Subcontractors may be covered under the contractor's liability and Workman's Compensation Insurance if policy states so. 9