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HomeMy WebLinkAboutCONTRACT - MARTIN MARIETTA MATERIALS, INC. - BID - 9775 ASPHALT SUPPLY 2023 BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 1 of 16 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and MARTIN MARIETTA MATERIALS, INC., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of five (5) page(s), and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence May 1, 2023, and shall continue in full force and effect until April 30, 2024, unless sooner terminated as herein provided. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least ten (10) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Service Provider shall submit a final invoice within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net 30 days of the date of the invoice. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 2 of 16 Service Provider: City: Copy to: Martin Marietta Materials, Inc. Attn: Kenneth Ball 1800 N. Taft Hill Rd. Fort Collins, CO 80521 Kenneth.ball@martinmarietta.com City of Fort Collins Attn: Phillip Martinez PO Box 580 Fort Collins, CO 80522 pmartinez@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 Purchasing@fcgov.com In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 6. Compensation. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, as per the attached Exhibit B, consisting of one (1) page, and incorporated herein by this reference. Invoices shall be emailed to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the Service Provider following the submittal of a correct itemized invoice by the Service Provider. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays invoices on Net 30 days from the date of the invoice. 7. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 8. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 3 of 16 will be subject to inspection by the City to the same extent as the work of the Service Provider. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 12. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period, the longer of; i.) The original manufacturer’s warranty term; or ii.) beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired, or replaced by Service Provider in a manner and at a time acceptable to City. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail themselves of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 4 of 16 15. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 16. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 17. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution, and enforcement of this Agreement. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in Denver District Court. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Unlawful Discrimination. The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, affirmatively ensures that for all contracts entered into with the City, disadvantaged business enterprises are afforded a full and fair opportunity to bid on the contract and are not to be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 5 of 16 (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 19. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 20. Colorado Open Records Act. The City is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in whole pursuant to CORA. 21. Dust Control. The Service Provider shall abide by the City of Fort Collins “Dust Control and Prevention Manual,” which is available for public download at https://www.fcgov.com/airquality/pdf/dust-prevention-and-control-manual.pdf, and is incorporated herein by this reference. The City of Fort Collins has implemented this manual for all projects performed for the City of Fort Collins or located within the City of Fort Collins City limits. 22. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within ten (10) days from the onset of such condition. DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 6 of 16 23. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1) page, and Exhibit E – Addenda, consisting of one (1) page, attached hereto and incorporated herein by this reference. [Signature Page Follows] DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 7 of 16 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: MARTIN MARIETTA MATERIALS, INC. By: Printed: Title: Date: DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA Vice President/General Manager Ryan Yoch 3/29/2023 Assistant City Attorney 4/2/2023 City Clerk BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 8 of 16 EXHIBIT A SCOPE OF SERVICES The City of Fort Collins is requesting bids to provide the City of Fort Collins with Hot Mix Asphalt (HMA) and Warm Mix Asphalt (WMA) to be picked up by the City or representatives at the Vendor's asphalt plant. Method of Award The City reserves the right to award to multiple Vendors or split the bid award however it is most advantageous to the City. Award(s) from this bid and subsequent purchase orders will be based primarily on lowest bid price plus lowest transportation cost to the job and material availability. Agreement The awarded Vendor(s) will receive a Purchase Order from the City authorizing work under this Agreement. Vendor(s) should not accept a material pick-up from the City prior to receipt of the Purchase Order. The awarded Vendor is also expected to sign the City’s standard Services Agreement, a sample of which is attached. The Agreement and Bid Schedule will be effective for a period of one year. Invoices & Payments Invoices for materials should be emailed to invoices@fcgov.com. The cost of the materials shall be paid to the Vendor on Net 30 terms following the submittal of a correct invoice by the Vendor indicating the Purchase Order number, material type, material quantity, unit price, extended price, and date of material pick-up. A copy of the scale weight ticket(s) will also be attached to the invoice. Fees, Licenses, Permits The successful Vendor shall be responsible for obtaining any necessary licenses, fees or permits without additional expense to the City. All equipment shall be properly licensed and insured, carry the appropriate permits and be placarded as required by law. Laws and Regulations The Vendor agrees to comply fully with all applicable State of Colorado and Federal laws and regulations and municipal ordinances. Insurance Vendor is responsible for providing the City with insurance as required in the attached Agreement. Warranty Vendor warrants the materials will be in compliance with the Standard Specifications. DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 9 of 16 WE HEREBY ENTER OUR BID FOR THE CITY OF FORT COLLINS, REQUIREMENTS FOR 9775 ASPHALT SUPPLY 2023 PER BID INVITATION, ATTACHED SPECIAL INSTRUCTIONS, AND ANY REFERENCED SPECIFICATIONS: The Colorado Department of Transportation “Standard Specification for Road and Bridge Construction”, latest revision, including all Supplemental Specifications and the current version of the Larimer County Urban Area Street Standards are made part of this contract by this reference, except as revised herein, and hereby adopted as the minimum Standard Specification of compliance for this contract (the “Standard Specifications”). The purpose of this bid is to provide the City of Fort Collins with Hot Mix Asphalt/Warm Mix Asphalt to be picked up by the City at the Vendor’s asphalt plant. Quantities are estimates only and will be used for bidding and award purposes only. The City reserves the right to award to more than one Vendor. The City reserves the right to award on cost per ton plus lowest transportation costs to the job and availability of material. Any asphalt product not in compliance with the Standard Specifcations may be rejected by the City. Vendor(s) must have silo storage capabilities of a minimum of 500 tons. Awarded Vendor(s) must enter into the attached Service Agreement (for your review) and provide the required insurance. This Agreement and Bid Schedule are effective for one (1) year from the effective date of the Agreement. The awarded Vendor(s) must supply asphalt as requested by the City departments on demand, with twelve (12) hours prior notice by the City. This applies to pickups Monday through Saturday, occasionally at night, and infrequently on Sundays, unless legally prohibited. City crews shall not be kept waiting for loading of asphalt for a period longer than fifteen (15) minutes and should alternate when loading if Vendor’s trucks are waiting. The City may require testing of the work, including materials, products, processes and equipment. The costs for tests not required elsewhere by these specifications shall be paid by the City where such tests show compliance with the Standard Specifications and/or terms of this Agreement; otherwise the costs shall be paid by the Vendor(s). Any products, materials and equipment condemned or rejected by the City or it’s authorized inspector because of nonconformity with the Standard Specifications and/or the terms of this Agreement may be removed or reduced in price as provided in the Standard Specifications. Any costs to remove and replace non-conforming materials, shall be borne by the Vendor(s). The City, and authorized government agents, and their representatives, shall at all times be provided safe access to the Vendor’s asphalt plant; and the Vendor shall provide facilities for such access and for inspection. DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 10 of 16 REVISION OF SECTION 401 PLANT MIX PAVEMENTS – GENERAL Section 401 of the Standard Specifications is hereby revised as follows: • The following paragraph shall be deleted from Subsection 401.02 of the Standard Specifications: (a)(3) “A sufficient quantity of each aggregate for the Department to perform the tests specified in Section 3.2.1 of CP 52.” The Contractor’s proposed job-mix formula for each hot mix asphalt grading will be tested by the Department utilizing materials actually produced and stockpiled for use on the project. The job-mix formula for each mixture shall establish a single percentage of aggregate passing each required sieve size, a single percentage of asphalt cement to be added to the aggregate, and a single temperature for the mixture at the discharge point of the plant. When Laboratory tests indicate that a proposed job-mix formula complies with the specifications as revised for the project, a Form 43 shall be executed between the Engineer and the Contractor to establish the job-mix formula. • Subsection 401.02 is hereby revised to include the following: Requests made in writing by the Contractor for changes in the job mix formula shall be considered by the Engineer. A job mix formula shall be determined by the Contractor and submitted to the Engineer for approval a minimum of one week prior to the beginning of construction for each proposed change. The Contractor shall provide the Engineer with a report from an independent testing laboratory acceptable to the Engineer. The report shall state the Superpave properties, optimum oil content, job mix formula and recommended mixing and placing temperatures. The costs for all job mix formulas shall be the responsibility of the Contractor. Mix design verification testing shall be the responsibility of the Contractor. A minimum of one verification per mix design or one per 10,000 ton of mix used shall be provided to confirm oil content, gradation, air voids, VMA, and stability. END OF SECTION DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 11 of 16 REVISION OF SECTION 403 HOT MIX ASPHALT Section 403 of the Standard Specifications is hereby revised as follows: Subsection 403.01 shall be amended to include the following: This work shall consist of supplying foamed WMA or standard HMA to the City of Fort Collins. This material shall be picked up by The City of Fort Collins at the Contractor’s asphalt plant. The material shall include Grading SX, Grading S, and Grading SG Foamed Warm Mix Asphalt (WMA)/ Hot Mix Asphalt (HMA), according to the current Colorado Department of Transportation Design Criteria and the Larimer County Urban Area Street Standards or as specified herein. The Asphalt Pavement Material supplier may choose to supply HMA over WMA, if conditions are not appropriate for the successful production or placement WMA. Water foamed WMA production technology shall be approved by CDOT and included on the approved product list for Warm Mix Asphalt at (HTTPS://codot.gov/business/apl/asphalt-warm-mix.html). Subsection 403.02 shall be amended to include the following: Laboratory Mix Design – Superpave mix, Grading S, SX, SG - The mix design shall be prepared by an independent laboratory acceptable to the Engineer. The criterion for the mix design is as follows: o Designed according to most recent set of SUPERPAVE Specifications available at the time. o A request made in writing by the Contractor for changes in the job mix formula will be considered by the Engineer. o The design mix for Grading S, SX, and SG shall conform to the current Larimer County Urban Area Street Standards and the following: Property Test Method Grading S Grading SG Grading SX Minimum Dry Split Tensile Strength, kPa (psi) CPL 5109 Method B 205 (30) 205 (30) 205 (30) Grade of Asphalt Cement PG 58-28 PG 64-22 PG 64-28 PG 64-22 PG 58-28 PG 64-22 PG 64-28 Voids in the Mineral Aggregate (VMA) % minimum CP 48 (a) (a) (a) DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 12 of 16 (a) Current CDOT Design Criteria Subsection 403.05 is revised to include the following: The accepted quantities will be paid for at the contract unit price for each of the pay items listed below: Pay Item Unit 403.10 WMA/HMA GR SX (PG 58-28) 20% RAP Ton 403.11 WMA/HMA GR SX (PG 58-28) 30% RAP Ton 403.15 WMA/HMA GR SX (PG 64-22) 20% RAP Ton 403.20 WMA/HMA GR SX (PG 64-28) 20% RAP Ton 403.25 WMA/HMA GR S (PG 58-28) 20% RAP Ton 403.30 WMA/HMA GR S (PG 64-22) 20% RAP Ton 403.35 WMA/HMA GR S (PG 64-28) 20% RAP Ton 403.40 WMA/HMA GR SG (PG 64-22) 20% RAP Ton The above prices and payments shall include full compensation for furnishing all labor, materials, tools, equipment, and incidentals, and for doing all the work involved in providing Hot Mix Asphalt materials, complete, as specified in these specifications, and as directed by the Engineer. No unit price difference shall be recognized between water foamed WMA and standard HMA materials. END OF SECTION Voids Filled with Asphalt (VFA) % AI MS-2 (a) (a) (a) DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 13 of 16 EXHIBIT B BID SCHEDULE/COMPENSATION DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 14 of 16 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 15 of 16 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA BID 9775 Asphalt Supply 2023 Services Agreement – Martin Marietta Materials, Inc. Page 16 of 16 EXHIBIT E ADDENDUM 1 DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) � 09/28/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. NAME: ;.��Nl c.n, I FAX 100 North T�on Street, Suite 3600 IA/C No\: Charlotte, N 28202 E-MAIL Attn: CA NON-RESIDENT NO. OB22889 ADDRESS: INSURER/SI AFFORDING COVERAGE NAIC# CN102458548-1.MMM-GAXWX-22-INSURER A: American Zurich Insurance Comoanv 40142 INSURED INSURER B: NIA N/A Martin Marietta Materials, Inc. Attn: Dan Welsh INSURER C : N/A N/A 4123 Parklake Avenue INSURER D: PO Box 30013 Raleigh, NC 27612 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: ATL-004339045-26 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A A A TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY f--� CLAIMS-MADE 0 OCCUR f-- f-- f--GEN'L AGGREGATE LIMIT APPLIES PER: r9 □PRO-POLICY JECT OTHER: AUTOMOBILE LIABILITY f--X ANY AUTO □LOG f--OWNED � SCHEDULED AUTOS ONLY AUTOS HIRED f--NON-OWNED X X AUTOS ONLY f--AUTOS ONLY UMBRELLA LIAB HOCCURf--EXCESS LIAB CLAIMS-MADE OED I I RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE 0OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below ADDL SUBR /��}Jg�\ l��rJ%)'M.y\m�n ,.n,n POLICY NUMB ER X GL0987504401 09/30/2022 09/30/2023 X BAP987504501 09/30/2022 09/30/2023 WC987504701 U�/JU/,!ULl 09/30/2023 N/A LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES /Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS· COMP/OP AGG fE������llNGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) rp�?;;,��t�AMAGE EACH OCCURRENCE AGGREGATE X I �ffruTE I I OTH-ER E.L. EACH ACCIDENT $ $ $ $ $ $ $ $ $ $ $ $ $ $ E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ 3,000,000 50,000 3,000,000 6,000,000 6,000,000 5,000,000 2,000,000 2,000,000 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: 9775 Asphalt Supply Renewal. Cily of Fort Collins - Purchasing Division is additional insured (except Workers' Compensation) as their interest may appear, if required by written contract with the named insured, subject lo the terms and conditions of the policies. A waiver of subrogation applies under Workers Compensation in favor of the certificate holder, if required by written contract with the named insured, subject to the terms and conditions of the policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Fort Collins Purchasing Division P.O. Box 580 Fort Collins, CO 80522 AUTHORIZED REPRESENTATIVE I � USA 'JHC, © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA DocuSign Envelope ID: FE6E657B-D000-479C-891B-554785CF27CA