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#12-5871 (Layne Christensen Company) AGREEMENT 12-5871 for Well Drilling, Testing and Maintenance THIS AGREEMENT is made and entered into this $+�` day of Qc4-0 be.r 2013, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "County" or "Owner") and Layne Christensen Company, authorized to do business in the State of Florida, whose business address is 5061 Luckett Road, Fort Myers, Florida 33905 (hereinafter referred to as the "Contractor"). WITNESSETH: 1. COMMENCEMENT: The contract shall be for a two (2) year period, commencing on date of Board of County Commissioners award and terminating in two (2) years from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This contract shall have two (2) additional one (1) year renewals, renewable annually. 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 his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK: The Board of County Commissioners deemed four (4) firms to be qualified and awarded a Contract to each firm. Each awardee will enter into an Agreement to provide complete services for one (1) or more of the following categories: • Category 1: Companies who provide well testing, drilling and maintenance services for wells 200 feet or less; • Category 2: Companies who provide well testing, drilling and maintenance services for wells 200 feet to less than 1200 feet; • Category 3: Companies who provide well testing, drilling and maintenance services for deep injection wells; • Category 4: Companies who provide well testing, drilling and maintenance services for ASR wells, Services will be provided on an as-needed basis as may be requested by the Owner in accordance with the terms and conditions of RFP #12-5871 and the Contractor's proposal, which is incorporated by reference and made an integral part of this Agreement. The execution of this Agreement shall not be a commitment to the Contractor that any work will be awarded to the Contractor. Rather, this Agreement governs the rights and obligation of the Quotation procedure outlined in the next paragraphs and all Work undertaken by Contractor for Owner pursuant to this Agreement and that procedure during the term and any extension of the term of this Agreement. Layne Christensen Company has been awarded a contract in the following categories: • Category 3: Companies who provide well testing, drilling and maintenance services for deep injection wells; and • Category 4: Companies who provide well testing, drilling and maintenance services for ASR wells. Work in all Categories shall be completed per Collier County Wellfield Operations and Maintenance Manual June 2011. The County reserves the right to supply all necessary parts, materials, or equipment for selected projects and repairs. Negotiated prices shall be based on unit prices, but are subject to market and site conditions, quantities, and other considerations. The County reserves the right, at its sole option, to issue a separate, formal solicitation for any well project or related services. Page -1- Prior to the issuance of a Work Order, the Owner shall provide a summary of Work to be performed which will afford the Contractor the opportunity to submit a formal quotation for the Work; the Contractor shall respond with the information sought within seven (7) working days. In each Request for Quotation, the Owner reserves the right to specify the period of completion and the collection of liquidated damages in the event of late completion. The procedure to be followed will be determined by the value of the project as outlined below. A. Procedures for projects with a value below$50,000 (or current County bidding threshold) are as follows: 1 Summary of Work to be provided to one (1) of the Contractors selected for award within a specific category. 2. Contractor shall respond with the information and/or proposal sought within ten (10) business days. 3. Issuance by Owner of a numbered Work Order. B. Procedures for projects with a value of$50,001 to $200,000 are as follows: 1. Summary of Work to be provided to ALL of the Contractors selected for award within a specific category. 2. Contractor shall respond with the information and/or proposal sought within ten (10) business days. 3. Issuance by Owner of a numbered Work Order. C. Procedures for projects with a value of$200,001 to $750,000 are as follows: 1. Quotations shall be solicited from ALL of the Contractors selected within a specific category. Completion time and the collection of liquidated damages may be specified in the Quotation. Payment and Performance Bonds will be required and shall be provided within ten (10) business days after notification of award. 2. Contractor shall respond with the information and/or proposal sought within ten (10) business days. 3. Owner may negotiate terms and conditions. 4. Issuance by Owner of a numbered Work Order; Division Administrator, County Attorney and Board of County Commissioners approval is required. 5. Obtain Payment and Performance Bonding and if applicable, required Liquidated Damages. The County reserves the right to waive any or all of these requirements if in the best interest of the County. Payment and Performance Bonds: A. When a construction project is in excess of $50,000 and more than thirty (30) days in duration, the Contractor(s) may be required to provide Payment and Performance Bonds for the full amount of the c9 Page -2- 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". The cost of bonds is to be paid by the Contractor. B. When a construction project is in excess of $200,000, the Contractor(s) shall be required to provide Payment and Performance Bonds. The Payment and Performance Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall be rated as "A-" or better as to general policy holders rating and Class V or higher rating as to financial size category and the amount required shall not exceed 5% of the reported policy holders' surplus, all as reported in the most current Best Key Rating Guide, published by A.M. Best Company, Inc., 75 Fulton Street, New York, NY 10038. Should the contract amount be less than $500,000 the requirements of Section 287.0935, Florida Statutes shall govern the rating and classification of the surety. C. All performance security under the subsequent contract shall be continued for a six (6) month period beyond the final completion of the project. If the surety for any bond furnished by the Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5) calendar days thereafter, substitute another bond and surety, both of which shall be subject to the Owner's approval. 3. THE CONTRACT SUM: The Owner shall pay the Contractor for the performance of the Work pursuant to the quoted price offered by the Contractor in his response to a specific Request for Quotation. Any County agency may utilize the services offered under this contract, provided sufficient funds are included in its budget(s). Markup on supplies, equipment and subcontractors on all Categories of work shall not exceed twenty percent (20%). 4. NOTICES: All notices required or made pursuant to this Agreement to be given by the County to the Contractor shall be made in writing and shall be delivered by hand, by fax, e-mail, or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following Contractor's address of record: Layne Christensen Company. 5061 Luckett Road Fort Myers, Florida 33905 Phone: (239) 275-1029; Fax: (239) 275-1025 Attn: Edward McCullers, General Manager 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 mail service, postage prepaid, addressed to the following County's address of record: Collier County Government Complex Purchasing Department 3327 East Tamiami Trail Naples, Florida 34112 Attention: Joanne Markiewicz Interim Purchasing/General Services Director Phone: 239-252-8407; Fax: 239-252-6480 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. Page -3- CD 6. PERMITS: LICENSES: TAXES: In compliance with Section 218.80, Florida Statutes, all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all such permits issued by the County shall be processed internally by the County. Contractor is not responsible for paying for permits 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 are not issued by Collier 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 purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Contract of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 8. TERMINATION: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County and requirements of this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 9. NO DISCRIMINATION: The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 10. INSURANCE: The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate, 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. Workers' 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 the Comprehensive General Liability. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Page -4- ca Contractor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 11. INDEMNIFICATION: To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other 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. 11.1 The duty to defend under this Article 11 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, Owner and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 11 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the Owner or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 12. PAYMENTS. Generally, the Contractor will be paid upon completion; however, for Work in excess of thirty (30) days, the Contractor may indicate on his response to the Request for Quotation his wish to receive Progress Payments. 13. PAYMENTS WITHHELD. Owner may decline to approve any Application for Payment, or portions thereof, because of defective or incomplete work, outstanding punch list items, subsequently 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 indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable 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. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by Owner in advance. 15. CONTRACT TIME AND TIME EXTENSIONS. 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 materialmen, as well as coordinating its 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. Page -5- �� B.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 lockouts, Contractor shall notify the Owner in writing within forty-eight (48) hours after the commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which Contractor may have had to request a time extension. C.No interruption, interference, inefficiency, suspension 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 remedy, if any, against Owner will be the right to seek an extension to the Contract Time; 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. 16. 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 without such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Any modifications to this Contract shall be in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such modifications are authorized. 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 shall mutually agree. 17. COMPLIANCE WITH LAWS. Contractor agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements 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. 18. CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of 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 materials, and shall leave the Project site clean and ready for occupancy by Owner. 19. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of Owner. If Contractor does, with 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. 20. WARRANTY. Contractor shall obtain and assign to Owner all express warranties given to Contractor or any subcontractors by any materialmen supplying materials, equipment or fixtures to be incorporated into the Project. Contractor warrants to Owner that any materials 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. Page -6- Contractor further warrants to Owner that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions 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. All work performed will meet or exceed County Utility Technical Standards (which can be found at http://co.collier.fl.us ). Contractor shall also be responsible for and pay for replacement or repair of adjacent materials 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. 21. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees 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 projects is not in the best interest of the County. 22. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules 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 inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the Owner. 23. PROTECTION OF WORK. 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 charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load 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. 24. 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. Maintenance contractors must participate in the emergency work per category. Emergency calls for assistance must be responded to within twenty-four (24) hours, with crews onsite within forty-eight (48) hours to begin repairs. Should a contractor fail to respond to an emergency call and fail to obtain emergency coverage by another contractor. This Contract may be subject to termination. Contractor shall give Project Manager written notice within forty-eight (48) hours after Contractor knew or should have known of the occurrence 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, Page -7- 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. 25. LIQUIDATED DAMAGES. The "Commencement Date" shall be established in the Work Order to be issued by the Owner. Contractor shall commence the work within five (5) calendar days from the Commencement Date. No Work shall be performed at the Project site prior to the Commencement Date. Any Work performed by Contractor prior to the Commencement Date shall be at the sole risk of Contractor. The Work shall be completed within the time specified in the Request for Quotation Owner and Contractor recognize that since time is of the essence for any work under this Agreement, Owner will suffer financial loss if the Work is not substantially completed within the time specified in the Request for Quotation. Should Contractor fail to substantially complete the Work within the specified time period, Owner shall be entitled to assess as liquidated damages, but not as a penalty, the amount specified in the Request for Quotation for each calendar day thereafter until substantial completion is achieved. When any period of time is referenced by days herein, it shall be computed to exclude the first day and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation, and the last day shall become the next succeeding day which is not a Saturday, Sunday or legal holiday. 26. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Department. 27. 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, RFP No. 12-5871, any addenda, any Quotation/Work Order made or issued pursuant to this Agreement, and any related plans or specifications for any such Quotations or Work Orders. 28. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 29. SUBJECT TO APPROPRIATION. It is further understood and agreed, by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 30. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. No markup shall be applied to sales tax. 31. IMMIGRATION LAW COMPLIANCE: By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. Page -8- c�r, 32. VENUE: Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 33. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES: Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 34. AGREEMENT TERMS: If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 35. SECURITY. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Department for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years 36. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. ****** Remainder of Page Intentionally Left Blank******* Page -9- c�� IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first abov; written. BOARD eF COU TY CO ISSIONERS ATTEST: a;„ COLLIE- C•UN Y, FLO- DA Dwig E.`Brock,:C er ,;of Courts to By Geo Wr. A. Hiller, Esq., Chairwoman Dated: ( O t ( . Attes M hairman ss signature only: Layne Christe,sen Company I / Contractor dill ' tiA&Git 41. By: I„.".. via, 'irst Witness Si•na re Chri: Bannon, Project Manager Edward McCullers, General Manager Print Name and Title Print Name and Title Ali 1 I.4... 1 , _. .41• S:■and Witness Marybeth Rios,Administrative Assistant Print Name and Title A roved to o nd L ality: L � 1... -Aseistermt.County Attorney Page -10- EXHIBIT A PUBLIC PAYMENT BOND Bond No. Contract No. 12-5871 KNOW ALL MEN BY THESE PRESENTS: That , as Principal, and , as Surety, located at (Business Address) are held and firmly bound to as Oblige in the sum of ($ ) for the payment whereof we bind ourselves, our heirs, executors, personal representatives, successors and assigns,jointly and severally. WHEREAS, Principal has entered into a contract dated as of the day of , 20_, with Oblige for in accordance with drawings and specifications, which contract is incorporated by reference and made a part hereof, and is referred to as the Contract. THE CONDITION OF THIS BOND is that if Principal: Promptly makes payment to all claimants as defined in Section 255.05(1), Florida Statutes, supplying Principal with labor, materials or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect sureties obligation under this Bond. The provisions of this bond are subject to the time limitations of Section 255.0592. In no event will the Surety be liable in the aggregate to claimants for more than the penal sum of this Payment Bond, regardless of the number of suits that may be filed by claimants. IN WITNESS WHEREOF, the above parties have executed this instrument this _ day of 20_, the name of under-signed representative, pursuant to authority of its governing body. Page -11- c_A Signed, sealed and delivered in the presence of: PRINCIPAL: By: Witnesses as to Principal Name: Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this of 20_, by , as of , a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification and did (did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: ATTEST: SURETY: (Printed Name) (Business Address) (Authorized Signature) Witness as to Surety (Printed Name) OR Page -12- C-jO As Attorney in Fact (Attach Power of Attorney) Witnesses (Business Address) (Printed Name) (Telephone Number) STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 20_, by , as of , Surety, on behalf of Surety. He/She is personally known to me OR has produced as identification and who did (did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Page -13- 0 EXHIBIT A-2 PUBLIC PERFORMANCE BOND Bond No. Contract No. 12-5871 KNOW ALL MEN BY THESE PRESENTS: That , as Principal, and , as Surety, located at (Business Address) are held and firmly bound to , as Oblige in the sum of ($ ) for the payment whereof we bond ourselves, our heirs, executors, personal representatives, successors and assigns, jointly and severally. WHEREAS, Principal has entered into a contract dated as of the day of 20_, with Oblige for in accordance with drawings and specifications, which contractor is incorporated by reference and made a pat hereof, and is referred to as the Contract. THE CONDITION OF THIS BOND is that if Principal: 1. Performs the Contract at the times and in the manner prescribed in the Contract, and 2. Pays Oblige any and all losses, damages, costs and attorneys' fees that Oblige sustains because of any default by Principal under the Contract, including, but not limited to, all delay damages, whether liquidated or actual, incurred by Oblige; and 3. Performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect Sureties obligation under this bond. The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or additions to the terms of the Contract or other work to be performed hereunder, or the specifications referred to therein shall in anywise affect its obligations under this bond, and it does hereby waive notice of any such changes, extensions of time, alternations or additions to the terms of the Contract or to work or to the specifications. Page -14- Ca This instrument shall be construed in all respects as a common law bond. It is expressly understood that the time provisions and statute of limitations under Section 255.05, Florida Statutes, shall not apply to this bond. In no event will the Surety be liable in the aggregate to Oblige for more than the penal sum of this Performance bond regardless of the number of suits that may be filed by Oblige. IN WITNESS WHEREOF, the above parties have executed this instrument this day of , 20 , the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. Signed, sealed and delivered in the presence of : PRINCIPAL: By: Witnesses as to Principal Name: Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 201_, by as of , a corporation, on behalf of the corporation. He/She is personally known to me OR has produced as identification and did (did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Page -15- CA■ ATTEST: SURETY: (Printed Name) (Business Address) (Authorized Signature) Witness as to Surety (Printed Name) OR As Attorney in Fact (Attach Power of Attorney) Witnesses (Business Address) (Printed Name) (Telephone Number) STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 20 , by_ , as of , Surety, on behalf of Surety. He/She is personally known to me OR has produced as identification and who did (did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Page -16- 0 AW°` CERTIFICATE OF LIABILITY INSURANCE5/1/2014 DATE(M UDD/rr) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies,LLC-1 Kansas City NAME CT 444 W.47th Street,Suite 900 PHONE FAX Kansas City MO 64112-1906 (a/c,No,Ext). (NC,No): (816)960-9000 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Zurich American Insurance Company 16535 INSURED LAYNE CHRISTENSEN COMPANY INSURER B: 426 5061 LUCKETT RD. INSURER c FORT MYERS FL 33905 INSURER D: INSURER E: INSURER F: COVERAGES LAYINO1 CERTIFICATE NUMBER: 12384479 REVISION NUMBER: XXXXXXX 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 ADDL SUER POLICY EFF POLICY EXP ,LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER fMM/DD/YYYY)(MM/DD/YYYY) LIMITS A GENERAL LIABILITY y N GLO 5817438-00 5/1/2013 5/1/2014 EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ 500,000 CLAIMS-MADE© OCCUR MED EXP(Any one person) $ 10,000 X CONTRACTUAL PERSONAL&ADV INJURY $ 2,000,000 X X,C,U COVERAGE GENERAL AGGREGATE $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 5,000,000 POLICY JECOT LOC $ A AUTOMOBILE LIABILITY Y N BAP 5817437-00 5/1/2013 5/1/2014 (Ea ecBe ED SINGLE LIMIT $ 5,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED _SCHEDULED BODILY INJURY(Per accident $ NUTOS ED (Per PERTY DAMAGE $ XXXXXXX X HIRED AUTOS X AUTOS (P accident) $ xmxxX UMBRELLA LIAR _OCCUR EACH OCCURRENCE $ XXXXXXX EXCESS LIAR CLAIMS-MADE NOT APPLICABLE AGGREGATE $ XXXXXXX DED I I RETENTION$ $ WORKERS COMPENSATION WC STATU- 0TH- '� AND EMPLOYERS'LIABILITY N WC 5817439-00 AOS) 5/1/2013 5/1/2014 X (TORY LIMITSI I FR A ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N/A WC 5817440-00 WI) 5/1/2013 5/1/2014 E.L.EACH ACCIDENT $ 5,000,000 A OFFICER/MEMBEREXCLUDED? © STOPGAP(ND,O ,WA,WY) (Mandatory In NH) E.L DISEASE-EA EMPLOYEE $ 5,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES/(Attach ACORD 101,Additional Remarks Schedule,if more space Is required) RE:FLORIDA;�COLLIER COUNTY BOARD OF COUNTY GCOMMI COMMISSIONERS IS INCLUDED AS ANC ADDITIONAL L INSURED SORESPECTS OUGENERAL LIABILITY AND AUTOMOBILE LIABILITY IF REQUIRED BY SIGNED,WRITTEN CONTRACT. 30 DAYS NOTICE OF CANCELLATION APPLIES. 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. 12384479 AUTHORIZED REPRESENTATIVE COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 3299 TAMIAMI TRAIL EAST NAPLES,FL 34112 1 ACORD 25(2010/05) © 9 8-2010 AC ORPORATION.All rights reserved The ACORD name and logo are registered marks of ACORD EXHIBIT B CHANGE ORDER CHANGE ORDER NO. CONTRACT NO. 12-5871 BCC Date: Agenda Item: TO: Name of Contact; Company Name; Company Address DATE: PROJECT NAME: PROJECT NO.: Under our AGREEMENT dated , 20 You hereby are authorized and directed to make the following change(s) in accordance with terms and conditions of the Agreement: type in clearly identified changes if short, otherwise, attach exhibit FOR THE (Additive) (Deductive) Sum of: $ ($ ); write out in words. Original Agreement Amount $ Sum of Previous Changes $ This Change Order add or deduct $ Present Agreement Amount $ The time for completion shall be increased or decreased by calendar days due to this Change Order. Accordingly, the Contract Time is now calendar days. The substantial completion date is and the final completion date is . Your acceptance of this Change Order shall constitute a modification to our Agreement and will be performed subject to all the same terms and conditions as contained in our Agreement indicated above, as fully as if the same were repeated in this acceptance. The adjustment, if any, to the Agreement shall constitute a full and final settlement of any and all claims of the Contractor arising out of or related to the change set forth herein, including claims for impact and delay costs. Prepared by: Date: name, Project Manager department name Approved By: Date: name, Design Professional (may not apply) firm name Accepted by: Date: firm-principal's signature, name & title firm name Approved by: Date: Department Director, Department Approved by: Date: Division Administrator, Division Approved by: Date: , Procurement Strategist Page -17- ca