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HomeMy WebLinkAbout020816_ca06Department of Public Works O Consent Agenda Page 1 of 1 Jefferson County Board of Commissioners Agenda Request To: Board of Commissioners Philip Morley, County Administrator From: Monte Reinders, PE, Public Works Director/County Engineer &A_� Agenda Date. February 8, 2016 Subject: Execution of Purchase £t Sale Agreement for 2016 Supply of Liquid Asphalt Products for Bituminous Surface Treatment Program. Statement of Issue: Execution of a Purchase Et Sale Agreement with Albina Asphalt of Vancouver, WA for liquid asphalt products to be used in the Public Works Department Road Operations Annual BST Program. Analysis/Strategic Goals/Pro's Et Con's: The Board awarded a bid to the above party on Monday, January 11, 2016 for supply of liquid asphalt products for the Road Operations 2016 BST Program. This program is consistent with County goals in that it provides for preservation of roadway pavement and infrastructure. The Contractor has provided the required contract bond and insurance certificate, which are on file at the office of the Department of Public Works. Fiscal Impact/Cost Benefit Analysis: Purchase of liquid asphalt products is accounted for in the 2016 Road Operations Budget. The estimated purchase amount is $257,750.00 plus Washington State Sales Tax. Recommendation: Public Works recommends the Board approve the Purchase Et Sale Agreement with Albina Asphalt, and requests the Board to sign the three (3) Agreements where indicated, and return two (2) signed Agreements to Public Works for final processing. Department Contact: Dale Seward, Project Manager Reviewed By: i Hipp Morley, o ty Administrator 385-9353 Date PURCHASE AND SALE AGREEMENT This AGREEMENT, made and entered into this _ day of , 2016, between the COUNTY OF JEFFERSON, acting through the Jefferson County Commissioners and the Director of Public Works under and by virtue of RCW Title 36 as amended, hereinafter referred to as BUYER, and ALBINA HOLDINGS, INC. dba: ALBINA ASPHALT of Vancouver, WA, hereinafter referred to as SELLER. WITNESSETH: For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do agree as follows: GENERAL PROVISION: This Agreement contains the entire Agreement and understanding concerning the subject matter hereof between the parties and supersedes and replaces all prior negotiations, proposed agreements and agreements, written or oral. Each of the parties hereto acknowledges that no other party hereto or any agent or attorney of such party has made any promise, expressed or implied, not contained in this Agreement to induce it to execute this Agreement. Each of the parties further acknowledges that it is not executing this Agreement in reliance on any promise, representation or warranty not contained in this Agreement. This Agreement is to be construed as if it were prepared and reviewed by both parties. 1. SALE OF GOODS SELLER shall manufacture for BUYER the following described products: Liquid Asphalt Products for use by the Jefferson County Department of Public Works Road Operations Division for their bituminous surface treatment (BST) program in quantities and by dates indicated in the General Contract Provisions documents. The Agreement is for supply of liquid asphalt products in calendar year 2016. 2. CONSIDERATION BUYER shall accept the goods and pay unit prices in accordance with the Proposal dated 12/18/2015 and the General Contract Provisions. 3. IDENTIFICATION OF GOODS Identification of the goods to this agreement shall not be deemed to have been made until both BUYER and SELLER have specified that the goods in question are as prescribed in the performance of this Agreement. 4. PAYMENT BUYER shall make payment for received goods after inspection and approval by the BUYER. BUYER shall make payment within approximately 30 days after receiving invoice and approval of goods as per the referenced Minimum Specifications and General Contract Provisions. 5. RECEIPT CONSTRUED AS DELIVERY Goods shall be deemed received by BUYER when delivered to and installed for the BUYER per the referenced Minimum Specifications and General Contract Provisions. Receipt does not equal acceptance for the purpose of this Agreement. 2016 Supply of Liquid Asphalt Products Pagel of 5 Purchase and Sale Agreement 6. RISK OF LOSS The risk of loss from any casualty to the goods, regardless of cause, shall be on the SELLER until the goods have been delivered and accepted by the BUYER. 7. WARRANTY OF NO ENCUMBRANCES SELLER warrants that the goods are now free, and that at the time of delivery shall be free from any security interest or other lien or encumbrance. 8. WARRANTY OF TITLE Furthermore, SELLER warrants that at the time of signing this Agreement SELLER neither knows, nor has reason to know, of the existence of any outstanding title or claim of title hostile to the rights of SELLER in the goods. 9. WARRANTY OF MERCHANTABILITY Further, SELLER warrants that the goods, which are the subject of this Agreement, are merchantable and are fit and suited for their intended purpose. This warranty shall survive past the Date of Acceptance by the BUYER and shall survive for one (1) year past the Date of Acceptance or for a time co -extensive with the manufacturer's warranty, whichever is shorter. 10. RIGHT OF INSPECTION/REJECTION BUYER shall have the right to inspect the goods on arrival, and within 30 calendar days after delivery, BUYER must give notice to SELLER of any claim for damages on account of condition, quality or grade of the goods, and BUYER must specify the basis of the claim of BUYER in detail. 11. ACCEPTANCE Unless BUYER notifies SELLER of either Acceptance of the goods or Rejection of the goods in accordance with Section 10 above before 30 calendar days have passed since the delivery date of the goods, the Date of Acceptance for purposes of this Agreement shall automatically be the 31s' calendar day after the date of delivery of the goods. 12. RIGHT OF CANCELLATION BUYER shall have the right to cancel this Agreement on giving 30 days prior written notice of the intent to do so. 13. APPLICABLE LAW All questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereto, shall be brought only in the State of Washington and the parties hereto consent to jurisdiction and venue in such State. 14. ATTORNEYS FEES In the event of any dispute under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fee and costs, in addition to all other relief to which it may be entitled. 2016 Supply of Liquid Asphalt Products Page 2 of 5 Purchase and Sale Agreement fE��u i��f7u i�i�ll Ily This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled, or waived in whole or in part except by written amendment signed by the parties hereto. 16. SEVERABILITY If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 17. INSURANCE Prior to commencing work, the Contractor shall obtain at its own cost and expense the following insurance from companies licensed in the State with a Best's rating of no less than A:VII. The Contractor shall provide to the County Risk Manager certificates of insurance with original endorsements affecting insurance required by this clause prior to the commencement of work to be performed. The insurance policies required shall provide that thirty (30) days prior to cancellation, suspension, reduction or material change in the policy, notice of same shall be given to the County Risk Manager by registered mail, return receipt requested, for all of the following stated insurance policies. If any of the insurance requirements are not complied with at the renewal date of the insurance policy, payments to the Contractor shall be withheld until all such requirements have been met, or at the option of the County, the County may pay the renewal premium and withhold such payments from the moneys due The Contractor. All notices shall name the Contractor and identify the agreement by contract number or some other form of identification necessary to inform the County of the particular contract affected. A. Workers Compensation and Employers Liability Insurance. The Contractor shall procure and maintain for the life of the contract, Workers Compensation Insurance, including Employers Liability Coverage, in accordance with the laws of the State of Washington. B. General Liability (1) - with a minimum limit per occurrence of one million dollars ($1,000,000) and an aggregate of not less than two million dollars ($2,000,000) for bodily injury, death and property damage unless otherwise specified in the contract specifications. This insurance coverage shall contain no limitations on the scope of the protection provided and indicate on the certificate of insurance the following coverage: 1. Broad Form Property Damage with no employee exclusion; 2. Personal Injury Liability, including extended bodily injury; 3. Broad Form Contractual/Commercial Liability including completed operations (contractors only); 4. Premises - Operations Liability (M&C); 5. Independent Contractors and Subcontractors; and 6. Blanket Contractual Liability. C. Automobile (2) - with a minimum limit per occurrence of $1,000,000 for bodily injury, death and property damage unless otherwise specified in the contract specifications. This insurance shall indicate on the certificate of insurance the following coverage: 2016 Supply of Liquid Asphalt Products Page 3 of 5 Purchase and Sale Agreement 1. Owned automobiles; 2. Hired automobiles; and, 3. Non -owned automobiles. Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of the contract by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. The Contractor shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance provisions for subcontractors shall be subject to all of the requirements stated herein. Failure of The Contractor to take out and/or maintain any required insurance shall not relieve The Contractor from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification. It is agreed by the parties that insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies so affected shall protect both parties and be primary coverage for any and all losses covered by the above described insurance. It is further agreed by the parties that insurance companies issuing the policy or policies shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of policy. It is further agreed by the parties that any and all deductibles in the above-described insurance policies shall be assumed by and be at the sole risk of The Contractor. It is agreed by the parties that judgments for which the County may be liable, in excess of insured amounts provided herein, or any portion thereof, may be withheld from payment due, or to become due, to The Contractor until such time as The Contractor shall furnish additional security covering such judgment as may be determined by the County. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. Any insurance coverage for third party liability claims provided to the County by a "Risk Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any policy of insurance the Contractor must provide in order to comply with this Agreement. If the proof of insurance or certificate indicating the County is an "additional insured" to a policy obtained by the Contractor refers to an endorsement (by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of the Contractor to obtain the full text of that endorsement and forward that full text to the County. The County may, upon the Contractor's failure to comply with all provisions of this contract relating to insurance, withhold payment or compensation that would otherwise be due to the Contractor. 18. CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, all conditions of the Jefferson County bid documents (general, special and supplementary and other conditions, drawings, specifications, and addenda) and other documents listed below issued prior to the execution of this Agreement and all modifications and change orders 2016 Supply of Liquid Asphalt Products Page 4 of 5 Purchase and Sale Agreement f issued subsequent thereto. These form a contract and all are as fully a part of the contract as if attached to this agreement or repeated herein. An enumeration of the contract documents is set forth below: 1. This Agreement; and 2. The General and Contract Provisions of the Jefferson County bid documents 3. The Bid Proposal of the contractor herein dated 19. CONFLICT BETWEEN DOCUMENTS In the event of a conflict or discrepancy between the Provisions of the Jefferson County bid documents and the Provisions of this Agreement, the Provisions of the Jefferson County bid documents shall be controlling. IN WITNESS WHEREOF, the parties here -to have executed this Agreement to be effective on the date of its signing by the BUYER. A -L- e l o f A sP+t4k i Name of Vendor (9fa-41 A1107SOS Vendor Representative (Please print) i L (Signature) RmAj� Title (- C�- Date JEFFERSON COUNTY BOARD OF COMMISSIONERS David W. Sullivan, Phil Johnson, Member Kathleen Kler, Member Approved as to form only. w� IZ 1? is David Alvarez Date Deputy Prosecuting Attorney Monte er, Date Public Works Director/County Engineer 2016 Supply of Liquid Asphalt Products Page 5 of 5 Purchase and Sale Agreement CONTRACT MOND Bond Number: 106447266 JEFFERSON COUNTY, WASHINGTON KNOW AL1, MEN BY THESE PRESENTS: That Albina Holdings Inc dba: Albina Asphalt , of 801 Main St, Vancouver, WA 98660 . as Prntcipal, and Travelers Casualty and Surety Company of America , as Shy, Arne jointly and scvcWly held and bout umD the COUNTY OF JEFFERSON, the penal sum of Owe Hundred Thousand Doll,an (S IO().000), for the payment of which we jointly and severally bind ourselves, or heirs, cxcctitors, administrators, and Assigns, and suc:cemis and assigns, firmly, by these presents. The condition of this bond is such that WI IF,REAS, on the day of _ , A.D:, 24-0 the Said Albina Holdings Inc dba: Albina Asphalt Principal hcri;in; exdcuted a certain contract with the County of Jefferson, by the: tams, conditions and provisions of which contract the said Albina Holdings Inc dba: Albina Asphalt Principal herewith agrms to fw oish all materials and do certain work, to -wit: That the said Principal hcacin will ua is ake and complc tc the following described work: eliver li uid_2Mhalt prodwIts for use by the Jefferson County Department of Public Workq Road erations_Division bituminous surface ittiatmght ESTI pimgram iri qu'trrtities and_by dated indicmdin the General Contract. Provisions Lncaiendar year 2016 in Jefferson County, Washington, as per. specifications made a part of said contract, which contract as so executod, is hCreunl0 attached; and is now ro[=W to and by this refamice is incorpcuated herein and made a pail hereof as full fior all purposes as.if here set forth at length. NOW. THEREFORE', if the Principal herein shall faithfully and wWy obmvc and comply with the tering, conditions and provisions of said contract, in all respow and shall well and truly and fully do and perform all matters and things by tine said Principal undertaken to be perfbrmed under said contract: upon the terms proposed therein, and within the: time prescribed therein, and until the same is acbmted, and shall pay all laborlers, mcxhanics, subcontractors and mate rialmetn, and all pon ons who shall supply such cord dractor or subcomm-Lot" with provisions and supplies for the carrying on of such work, and shall in allrapeets faithfully perform said contract according to law, thea this obligation tea be void; otherwise to r�ia'in fill force and effect. WITNESS our hands thisA_ day of January 112016 Albina Holdings Inc dba: Albina Asphalt PRi-VC By: 2016 Supply of Liquid Mphdt hoduah Travelers Casualty and Surety Company of America SMM. CON eANY '� �Ac LDH I �lerlt er McCormick Attofney-�n-I`ac► Address of local office and agent of Surety Company. Elliott, Powell, Baden & Baker Inc James Ewald 1521 SW Salmon St Portland, OR 97205 contact Hood WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER iA. POWER OF ATTORNEY TRAVELERSJ Farmington CAualty Company St. Paul Mercury Insurance Company Fidelity and Guaranty Insurance Company Travelers Casualty and Surety Company Fidelity and Guaranty Insurance Underwriters, Inc. Travelers Casualty and Surety Company of America St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St. Paul Guardian Insurance Company Attorney -In Fact No. 224045 Certificate No. 006419924 KNOW ALL MEN BY THESE PRESENTS: That Farmington Casualty Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company are corporations duly organized under the laws of the State of Connecticut, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters, Inc., is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Kathy Cerkoney, Wolter Van Doorninck, Coralee Aho, James S. Ewald, Jenifer McCormick, and Dave Van Gordon of the City of Portland , State of Oregon , their true and lawful Attomey(s)-in-Fact, each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted`in any actions or, proceedings allowed by law. Cr \\ ti IN WITNESS WHEREOF, the Companies 5 have caused this instrameetup-be signed and the r c rate seals to be hereto affixed, this 28th day of Farmington Casualty Com anry <; St. Paul Mercury Insurance Company Fidelity and Guaranty Insurance Company,,- Travelers Casualty and Surety Company Fidelity and Guaranty Insur`ance`'Underwriters, Inc. Travelers Casualty and Surety Company of America St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St. Paul Guardian Insurance Company G0.5U.F F10.E 6 F,N.rNS { IYSU TY 4N0 Y 31' `e P reOPPOR�)Fi P �pPOR4 � 1 V 9� e. IYfm.�� �:SEALio"J+.SEALS WqN. ro@ t896 ry, Fla 1� ��F � d�•........•farl o:'•... �.: •'aa � a fj ,�} State of Connecticut City of Hartford ss. By: '444d Robert L. Raney, enior Vice President 28th July 2015 On this the day of , before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal.N My Commission expires the 30th day of June, 2016. p��,p 58440-8-12 Printed in U.S.A. WARNING: THIS POWER OF ATTORNEY IS INVALID `C(\ cam► C . tzo�_ Marie C. Tetreault, Notary Public THE RED BORDER ATTORNEY IS INVALID This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary, of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company. St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and Uniled',States Fidelity and Guaranty Company do hereby certify that the above and foregoing a "', 0 is a true and correct copy of the Power of Attorney executed by said Compariias, which, is iri full force'and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the -seals of said'Companies this day of l) 20 . mak" Kevin E. Hughes, Assistant Sec tary p I.6Uq�� ��W`•• n J�F\RE 4 y \'N IMSU p* 1y3Vgq JP��1 ANpB N��RYf� ��Y� 2 ` rdi- b a �9 repP VOA •, ,➢7 4J.�...........Y� P L,� � E t 951 ''•SEALio �t Ao �Oe\ cw� Je in s�,Cs e o •+.SEAL: s baa . Ara i � ~s�'FAr+cE �� r S. AN� v1 :• �a �d �e To verify the authenticity of this Power of Attorney, call 1-800-421-3880 or contact us at www.travelersbond.com. Please refer to the Attorney -In -Fact number, the above-named individuals and the details of the bond to which the power is attached. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION The Contractor certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal, State, or local department or agency; (2) Have not within a 3 -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and (4) Have not within a 3 -year period preceding this contract had one or more public transactions (Federal, State, or local) terminated for cause or default. Where the Contractor is unable to certify to any of the statements in this certification, such Contractor shall attach an explanation. AL r3(sip fJ-6FP+Al:1 Name of Contractor J 71 r" -i,) St'; L'f�:S ms Name and Title of4uthorized Representative Signature of R I am unable to certify to the above statement. An explanation is attached. 2016 Supply of Liquid Asphalt Products Certification