Loading...
Backup Documents 05/24/2011 Item #16E 616E 6 MEMORANDUM Date: June 8, 2011 To: Brenda Reaves, Contract Technician Purchasing Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract Number #11 -5644 "On -Call Roofing & Inspection Services" Contractor: West Coast Florida Enterprises Attached is an original contract, referenced above (Item #16E6) approved by the Board of County Commissioners on May 24, 2011. The second original document will be kept in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252 -7240. Thank you. Memorandum 16 6 Purchasing Department �\\` 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252 -6020 FAX: (239) 252-6592 Email: BrendaReaves(acolliergovnet www.colliergov,net/purchasing Subject: Solicitation # 11 -5644 "On -Call Roofing & Inspection Services Date: May 31, 2011 From: Brenda Reaves M—Contract/Purchasing Technician— For Jack Curran To: Ray Carter, Risk Manager The County is in the process of executing this contract with West Coast Florida Enterprises. The insurance requirements are listed in Section 11. Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any questiops, please contact me at the above referenced information. Risk Management Signature 6t f J, Date (Please route to County Attorney via attached Request for Legal Services) ;lSK t, AiJAGEMENT G /Acquisitions /Age ntFo rmsa nd Letters /RiskMg mt Reviewofl nsu rance4/ 15/2010/ 16/09 16E' b AGREE MEN Tll -5644 for On -Call Roofing Repair & Inspection Services THIS AGREEMENT is made and entered into this May day of 24, 2011, 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 West Coast Florida Enterprises, Inc., authorized to do business in the State of Florida, whose business address is 8090 Supply Drive, Fort Myers, FL 33912 (hereinafter referred to as the "Contractor "). WITNESSETH: 1. COMMENCEMENT: The contract shall be for a one (1) year period, commencing on May 24, 2011 and terminating May 23, 2011, or until such time as all outstanding Purchase Orders or Work Orders issued prior to the expiration of the Agreement period have been completed. This contract shall have three, 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 two (2) firms to be pre - qualified and awarded a Contract to each firm. Each awardee will enter into an Agreement to provide complete services for On -Call Roofing Repairs & Inspection Service on an as- needed basis as may be required by the Owner in accordance with the terms and conditions of Bid #11- 5644 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. 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 quotation for the Work; The procedure to be followed will be determined by the value of the project. The procedures for projects are outlined below: Procedures for projects with a value less than $200,000 are as follows: • The project manager shall receive a quote (verbal or written). 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. Procedures for projects with a value higher than $200,000 are as follows: All projects that are $200,000.00 and higher will be competitively bid publicly by the Purchasing Department. Page -1- 16E 6 3. EMERGENCY WORK: Contractors under this Agreement will be utilized on a Primary, Secondary basis for emergency on -call roofing services. West Coast Florida Enterprises, Inc. is the Primary Contractor under this Agreement. The on -call Contractors shall be required to give a cell phone number, along with a home number, to the County so that the County will be able to contact the Contractors when needed. 4. 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). 5. 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: West Coast Florida Enterprises, Inc. 8090 Supply Drive Fort Myers, FL 33912 Phone: 239.433.9777 FAX: 239.433.9778 Mr. Scott Swink 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: Stephen Y. Carnell Purchasing /General Services Director Phone: 239 - 252 -8371 Fax: 239 - 252 -6584 The Contractor and the County may change the above mailing address at any time upon giving 6 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. 7. 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. Page -2- 16E 6 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. 8. 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. 9. 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 seven (7) day written notice. The County shall be sole judge of non - performance. 10. NO DISCRIMINATION: The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE: The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000.00 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations, Independent contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000.00 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 $1,000,000.00 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 Page -3- 16E 6 notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall insure 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. 12. INDEMNIFICATION: To the maximum extent permitted by Florida law, the ContractorNendor /Consultant 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 ContractorNendor /Consultant or anyone employed or utilized by the ContractorNendor /Consultant 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. 13. BONDS. A. When a construction project is in excess of $200,000, the Contractor(s) shall be required to provide Payment and Performance Bonds. B. When required by Owner, the Contractor shall furnish a Performance and /or Payment Bond prior to commencing performance, for the full amount of the Work, which shall act as a security guaranteeing the performance of the Contractor's work and the payment by the Contractor to any other party (ies) providing labor and /or materials in connection with each construction or renovation project performed by the Contractor. The bonds shall be furnished using the forms prescribed in Exhibit "A ". C. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business in the State of Florida, or it ceases to meet the requirements 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. 14. 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. Subsequent to the first payment, Contractor must provide Owner with a fully executed Release and Affidavit in the form attached hereto as Exhibit "B" as a condition precedent to release of each progress payment. All applications for payment, whether for full payment or a progress payment shall be in writing, and in substantially the form attached hereto as Exhibit "C ". 15. PAYMENTS WITHHELD. Owner may decline to approve any Application for Payment, or portions thereof, because of defective or incomplete work, outstanding punchlist 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 Page -4- 16E 6 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. 16. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products /materials from specifications shall be approved in writing by Owner in advance. 17. 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. 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. 18. 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. Page -5- 16E 6 A Change Order in the form attached as Exhibit "D" 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. 19. 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. 20. 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. 21. 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. 22. 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. 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. 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. 23. 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. Page -6- 16E 6 24. 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. 25. 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. 26. EMERGENCIES. In the event of any emergency affecting the safety or protection of persons or the Work or property at the Project site or adjacent thereto, Contractor, without special instruction or authorization from Owner is obligated to act to prevent threatened damage, injury or loss. Contractor shall give the Owner written notice within forty -eight (48) hours after 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, 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. 27. COMPLETION. When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor shall notify Owner in writing that the entire Work (or such designated portion) is substantially complete and request that Owner issue a Certificate of Substantial Completion. Within a reasonable time thereafter, Owner and Contractor shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner does not consider the Work (or designated portion) substantially complete, the Owner shall notify Contractor in writing giving the reasons therefor. If Owner considers the Work (or designated portion) substantially complete, Owner shall prepare and deliver to Contractor a Certificate of Substantial Completion, Exhibit E, which shall fix the Page -7- 16E 6 date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punchlist of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portions thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punchlist. Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Owner will make such inspection and, if Owner finds the Work acceptable and fully performed under the Contract Documents, he shall promptly issue a Certificate of Final Completion, Exhibit F, recommending that on the basis of his observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Final payment shall not become due and payable until Contractor submits: (1) The Release and Affidavit in the form attached as Exhibit "B ". (2) Consent of Surety (if applicable) to final payment. (3) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipt, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the acceptability of the Work. Unless and until the Owner is completely satisfied, the final payment shall not become due and payable. 28. LIQUIDATED DAMAGES. The "Commencement Date" shall be established in the Notice to Proceed 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 substantially completed within the time specified in the Request for Quotation. The date of substantial completion of the Work (or designated portions thereof) is the date certified by the Owner when construction is sufficiently complete, in accordance with the Contract Documents, so Owner can occupy or utilize the Work (or designated portions thereof) for the use for which it is intended. The Work shall reach final completion and be ready for final acceptance by Owner 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. The Project shall be deemed to be substantially completed on the date the Owner issues a Certificate of Substantial Completion pursuant to the terms hereof. Contractor hereby expressly waives and relinquishes any right which it may have to seek characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable 16E estimate of the Owner's actual damages at the time of contracting if Contractor fails substantially complete the Work in a timely manner. 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. 29. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Facilities Management Department. 30.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, Invitation to Bid (ITB). 11 -5644, 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. 31. 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. 32. 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. 33. 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. 34.IMMIGRATION LAW COMPLIANCE: By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act 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. 35. 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. Page -9- 16E 6 36. 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. 37.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. 38. 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. 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. 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 above written. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA t By: By: W- u Q n Fred W. Coyle, Chairman V AttKc`" ed. f -6 Contractor / UFirst Witness anJ r. fn i l+r-n k6 Type /Print Witness Name Second Witness � AR0L-6 MAizI-t PJ E, Scor7 ©-rEy Typed Signature ✓ice PRc51p614 -r Page -10- Title Type /Print Witness Name Approved as to form and legal sufficiency: 94-W L_ Scott Teach A„ Ent County Attorney .aeVO�A Page -11- 16E b 16E 6 EXHIBIT A PUBLIC PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS: That Principal, a Bond No. Contract No. 11 -5644 as 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 2011, with Oblige for day of 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 2011, the name of under - signed representative, pursuant to authority of its governing body. Page -12- Signed, sealed and delivered in the presence of: Witnesses as to Principal STATE OF _ COUNTY OF PRINCIPAL: By: Name: Its: 16E b The foregoing instrument was acknowledged before me this of 2011, 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: (AFFIX OFFICIAL SEAL) ATTEST: Witness as to Surety (Signature of Notary) Name: (Legibly Printed) Notary Public, State of _ Commission No.: SURETY: (Printed Name) (Business Address) (Authorized Signature) (Printed Name) AN Page -13- As Attorney in Fact (Attach Power of Attorney) Witnesses (Business Address) (Printed Name) (Telephone Number) STATE OF _ COUNTY OF 16E 6 The foregoing instrument was acknowledged before me this day of 2011, 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: (AFFIX OFFICIAL SEAL) (Signature of Notary) Name: (Legibly Printed) Notary Public, State of Commission No.: Page -14- 16E 6 EXHIBIT A -2 PUBLIC PERFORMANCE BOND Bond No. Contract No. 11 -5644 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 executors, personal representatives, successors and assigns, jointly and severally. WHEREAS, Principal has entered into a contract dated as of the 2011, with Oblige for day of ourselves, our heirs, 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 -15- 16E 61 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 2011, 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: Witnesses as to Principal STATE OF COUNTY OF By: _ Name: Its: The foregoing instrument was acknowledged before me this 2011, by , as day of 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: (AFFIX OFFICIAL SEAL) (Signature of Notary) Name: (Legibly Printed) Notary Public, State of Commission No.: Page -16- ATTEST: Witness as to Surety Witnesses STATE OF _ COUNTY OF SURETY: 1 6 E (Printed Name) (Business Address) (Authorized Signature) (Printed Name) OR As Attorney in Fact (Attach Power of Attorney) (Business Address) (Printed Name) (Telephone Number) on The foregoing instrument was acknowledged before me this day of 2011, 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: (AFFIX OFFICIAL SEAL) (Signature of Notary) Name: (Legibly Printed) Notary Public, State of _ Commission No.: Page -17- EXHIBIT B RELEASE AND AFFIDAVIT FORM COUNTY OF COLLIER STATE OF FLORIDA ) 16E 6 Before me, the undersigned authority, personally appeared who after being duly sworn, deposes and says: (1) In accordance with the Contract Documents and in consideration of $ paid, ( "Contractor ") releases and waives for itself and it's subcontractors, material -men, successors and assigns, all claims demands, damages, costs and expenses, whether in contract or in tort, against the Board of County Commissioners of Collier County, Florida, relating in any way to the performance of the Agreement between Contractor and Owner, dated 2011 for the period from to (2) Contractor certifies for itself and its subcontractors, material -men, successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other expenses for which Owner might be sued or for which a lien or a demand against any payment bond might be filed, have been fully satisfied and paid. (3) Contractor agrees to indemnify, defend and save harmless Owner from all demands or suits, actions, claims of liens or other charges filed or asserted against the Owner arising out of the performance by Contractor of the Work covered by this Release and Affidavit. (4) This Release and Affidavit is given in connection with Contractor's [monthly /final] Application for Payment No. iw ITS: DATE: Witnesses STATE OF _ COUNTY OF CONTRACTOR President [Corporate Seal] The foregoing instrument was acknowledged before me this day of , 2011, 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: (AFFIX OFFICIAL SEAL) (Signature of Notary) NAME: (Legibly Printed) Notary Public, State of Commissioner No.: Page -18- 16E b EXHIBIT C FORM OF CONTRACT APPLICATION FOR PAYMENT (County Project Manager) (County Department) Collier County Board of County Commissioners (the OWNER) or Collier County Water -Sewer District (the OWNER) FROM: (Contractor's Representative) (Contractor's Name) (Contractor's Address) RE Original Contract Time: Revised Contract Time: Retainage @ 10% thru[insert date] $ Retainage @ _% after [insert date] $ Percent Work completed to Date: Percent Contract Time completed to Date % Liquidated Damages to be Accrued Bid No. 11 -5644 Project No. _ Application Date Payment Application No. for Work accomplished through the Date: Original Contract Amount: Total Change Orders to Date Revised Contract Amount Total value of Work Completed and stored to Date Less previous payment (s) AMOUNT DUE THIS APPLICATION: (Project Name) ATTACH SCHEDULE OF VALUES AND ACCOMPANYING DOCUMENTATION TO THIS APPLICATION CONTRACTOR'S CERTIFICATION: The undersigned CONTRACTOR certifies that: (1) all previous progress payments received from OWNER on account of Work done under the Contract referred to above have been applied to discharge in full all obligations of CONTRACTOR incurred in connection with Work covered by prior Applications for Payment numbered 1 through inclusive, (2) title to all materials and equipment incorporated in said Work or otherwise listed in or covered by this Application for Payment will pass to OWNER at time of payment free and clear of all liens, claims, security interests and encumbrances (except such as covered by Bond acceptable to OWNER), (3) all amounts have been paid for work which previous payments were issued and received from the OWNER and that current payment is now due, (4) and CONTRACTOR agrees that all overruns as shown on the monthly estimate summary shall, in fact, be added to the revised contract and shall be incorporated into a future Change Order: By CONTRACTOR: Contractor's Name) Signature) DATE: Type Name & Title) Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is recommended: By Design Professional : (DP's Name) (Signature) DATE: _ (Type Name & Title) Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is approved: By OWNER'S Project Manager: Page -19- (Signature) DATE: (Type Name and Title) EXHIBIT D CHANGE ORDER CHANGE ORDER DATE: PROJECT NAM PROJECT NO.: Under our AGREEMENT dated 200_ CONTRACT NO. 11 -5644 16E 6 You hereby are authorized and directed to make the following change(s) in accordance with terms and conditions of the Agreement: FOR THE (Additive) (Deductive) Sum of: $ Original Agreement Amount Sum of Previous Changes This Change Order (Add) (Deduct) Present Agreement Amount The time for completion shall be (increased /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. Accepted: , 200 CONTRACTOR: M DESIGN PROFESSIONAL: 0 0 OWNER: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY. FLORIDA Page -20- OWNER'S Project No. PROJECT: CONTRACTOR Contract For _ Contract Date EXHIBIT E CERTIFICATE OF SUBSTANTIAL COMPLETION ENGINEER'S Project No. 16E 6 This Certificate of Substantial completion applies to all Work under the Contract documents or to the following specified parts thereof: To OWNER And To The Work to which this Certificate applies has been inspected by authorized representatives of OWNER, CONTRACTOR AND DESIGN PROFESSIONAL, and that Work is hereby declared to be substantially complete in accordance with the contract documents on: DATE OF SUBSTANTIAL COMPLETION A tentative list of items to be completed or corrected is attached hereto. This list may not be all - inclusive, and the failure to include an item in it does not alter the responsibility of CONTRACTOR to complete all the Work in accordance with the Contract Documents. The items in the tentative list shall be completed or corrected by CONTRACTOR within days of the above date of Substantial Completion. Page -21- The responsibilities between OWNER and CONTRACTOR for security, operation, safety, 6 E b maintenance, heat, utilities, insurance and warranties shall be as follows: RESPONSIBILITIES: OWNER: CONTRACTOR: The following documents are attached to and made a part of this Certificate: This certificate does not constitute an acceptance of Work not in accordance with the Contract Documents nor is it a release of CONTRACTOR'S obligation to complete the Work in accordance with the Contract Documents. Executed by Design Professional on in Design Professional Type Name and Title 2011 CONTRACTOR accepts this Certificate of Substantial Completion on , 2011 CONTRACTOR Type Name and Title OWNER accepts this Certificate of Substantial Completion on 2011 On 70VOW I i: Type Name and Title Page -22- OWNER'S Project No PROJECT: CONTRACTOR Contract For _ Contract Date EXHIBIT F CERTIFICATE OF FINAL COMPLETION ENGINEER'S Project No. This Certificate of Final completion applies to all Work under the Contract documents. To OWNER And To 16E 6 The Work to which this Certificate applies has been inspected by authorized representatives of OWNER, CONTRACTOR AND DESIGN PROFESSIONAL, and that Work is hereby declared to be finally complete in accordance with the contract documents on: DATE OF FINAL COMPLETION Page -23- The following warranty is attached to and made a part of this Certificate: EXHIBIT G Executed by Design Professional on 2011 M Design Professional Type Name and Title CONTRACTOR accepts this Certificate of Final Completion on 2011 0 CONTRACTOR Type Name and Title OWNER accepts this Certificate of Final Completion on 2011 OWNER Type Name and Title Page -24- 16E 6 16E 6 EXHIBIT G WARRANTY In consideration of ten dollars, ($10.00), receipt of which is hereby acknowledged, the undersigned CONTRACTOR does hereby provide, warrant and guarantee all work done and executed under the contract either directly performed by the CONTRACTOR or at the express request of the CONTRACTOR by a SUBCONTRACTOR or CONSULTANT. Project Name: Date of Final Completion: Name and Address of CONTRACTOR: CONTRACTOR warrants and guarantees the work performed pursuant to the contract shall be free of all defects of materials and workmanship for a period of one year from the DATE OF FINAL COMPLETION. The undersigned party further agrees that it will, at its own expense, replace and /or repair all defective work and materials and all other work damaged by any defective work upon written demand by the COUNTY. It is further understood that further consideration for this warranty and guaranty is the consideration given for the requirement pursuant to the general conditions and specifications under which the contract was let that such warranty and guaranty would be given. This warranty and guaranty is in addition to any other warranties or guaranties for the work performed under the contract and does not constitute a waiver of any rights provided pursuant to Florida Statutes, Chapter 95, et seq. DATE: CONTRACTOR BY: Attest: Page -25- ncoR" CERTIFICATE OF LIABILITY INSURANCE v I uniScuLll 1 -I PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PREMIER INSURANCE CORP.,INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 836 LAFAYETTE STREET ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. POLICY EFFECTIVE DATE (MMIDDNWYI POLICY EXPIRATION DATE UJIMIDDNYYYI CAPE CORAL, FL 33904 PHONE 239-542 -7101 INSURERS AFFORDING COVERAGE # INSURED _ IN_SURERA BridgefieldErnployersinsu ranceCo an _NAIC 10701 INSURER B: Cn.rn & Forster Specially Insurance Co an 44520 WEST COAST FLORIDA ENTERPRISES, INC. INSURER American Guarantee & Liability Insurance Co 26247 8090 SUPPLY DRIVE FORT MYFRS,FL33912 INSURER D'. FOU Insurance Company 10178 rnvrpArzpq THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD:L POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDNWYI POLICY EXPIRATION DATE UJIMIDDNYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 0901/2012 B X COMMERCIAL GENERAL LIABILITY CLO211597 090112011 PREMISES (Ea occarcusel $ F;;7 CLAIMS MADE OCCUR MED EXP (Any one U,ife m $ EXCLUDED PERSONAL 8 ADV INJURY $ 1,000,000 X Project ,�,„ ¢�It,�r,,,� Pere roject �.l Cap AGGREGATE $ zwoow GENE AGGREGATE LIMITAPPLIES PER _GENERAL PRODUCTS - COMP/OP AGO $7+000,000 POLICY PRO LOG AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 11000,000 D X ANY AUTO CA0010894 ) 090112011 055/01/2012 (Ea accident) $ BODILY INJURY ALL OWNED AUTOS SCHEDULEDAUTOS (Per person)__ $ X _ BODILY INJURY $ HIRED AUTOS " X NON OWNED AUTOS ' (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT It OTHER THAN EA ACC S ANY AUTO $ AUTO ONLY AGO EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $ 3,000,000 C X OCCUR r] CLAIMS MADE AUC5346227-06 0901/2011 05101/2012 AGGREGATE $ 3,000,000 $ $ DEDUCTIBLE It RETENTION $ 10,000 WORKERS COMPENSATION X I WC STATU- OTH- FR AND EMPLOYERS' LIABILITY YIN EL EACH ACCIDENT $ 500,000 A ANY PROPRIETOR/ PARTNER /EXECUTIVE❑ 0&017194 04/0112011 04/01/2012 OFFICER /MEMBER EXCLUDED? 500,000 (Mandatory in NH) E . DISEASE - EA EMPLOYE $ E.L. DISEASE POLICY LIMIT $500,000 If yes describe under SPECIAL PROVISIONS below OTHER Lease(VRented $150,000 Unit D CortTactors Equipment CNU0038884 090112011 I 0901/2012 Equipment $1,000 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT) SPECIAL PROVISIONS Fax (239) 2526584 - Attn: Stephen Camel) Collier County Board of County Corn issiorers is included as additional insured uxler general liability as respells to wod(peifoned as required by written contract per. foms CG2010 (07104) and CG2037 (07/04) attached i-cm I U-iOA I c COWER COUNTY BOARD OF COUNTY COMMISSIONERS PURHPSING DEPARTMENT 3327 TAMAM TRAIL EAST NAPLES, FL 34112 Phone: (239)252-7496 K61 1 1 0 4 1111 iII SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED L07 The ACORD name and logo are registered marks of ACORD . _ • c�_n�unuouv�.. 16E 6 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25120091011 16E6 MEMORANDUM Date: June 20, 2011 To: Brenda Reaves, Contract Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract Number #11 -5644: "On Call Roofing Repair & Services" Contractor: Crowther Roofing & Sheet Metal of Florida Attached is an original copy of the contract referenced above (Item #16E6) approved by the Board of County Commissioners on May 24, 2011. The second original contract will be held in the Minutes and Records Department for the Board's official record. If you have any questions, please contact me at 252 -8406. Thank you. Attachment ry 16E6 Purchasing T: , 3327 T a sYk r n rNaplesF a r 34112 Adcrttnistratrve Services Dvisicn Telepho �jj23 &)•25� -fjo2d ". i� m tiff//" =ur¢hasing FAX: {202*5k (/ Email: BrendaReaves(c )colllefgov.net www.rolliergov.netlpurchasign/+g � ITEM NO.: ` 2f— ` `9 jam' DATE RECEIVED: FILE NO.: —1 \t►Il O �/� ROUTED TO: II DO NOT WRITE ABOVE THIS LINE Request for Legal Services Date: June 10, 2011 To: Scott Teach ' �� Dep ounty Attorney From: Brenda Reaves 0ontract/Purchasing Technician — For Jack Curran Subject: Solicitation 11-5644' On -Call Roofing Repair & Services" The County is in the process of executing this contract with Crowther Roofing & Sheet Metal of Florida BACKGROUND OF REQUEST: (� �� This contract was approved by the BCC on May 24, 2011 Agenda Item # 1dFi This contract was not previously been reviewed by County Attorney ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me at the telephone number or email address above. Purchasing would appreciate notification when the documents exit your office, along with a copy of the completed RLS. Please contact Brenda Reaves x6020 when review is complete. Thank you, G/ Acquisitions /AgentFo rm sa nd Lette rs /R iskMgm tReviewofl nsura nce4/ 15/2010/ 16/09 AG RE EM ENT 11 -5644 16 E 6 for On -Call Roofing Repair & Inspection Services THIS AGREEMENT is made and entered into this 24`h day of May, 2011, 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 Crowther Roofing and Sheet Metal of Florida, Inc., authorized to do business in the State of Florida, whose business address is 2543 Rockfill Road, Fort Myers, Florida, 33916 (hereinafter referred to as the "Contractor "). WITNESSETH: 1. COMMENCEMENT: The contract shall be for a one (1) year period, commencing on May 24, 2011 and terminating May 23, 2012, or until such time as all outstanding Purchase Orders or Work Orders issued prior to the expiration of the Agreement period have been completed. This contract shall have three, 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 two (2) firms to be pre - qualified and awarded a Contract to each firm. Each awardee will enter into an Agreement to provide complete services for On -Call Roofing Repairs & Inspection Service on an as- needed basis as may be required by the Owner in accordance with the terms and conditions of Bid #11- 5644 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. 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 quotation for the Work; The procedure to be followed will be determined by the value of the project. The procedures for projects are outlined below: The project manager shall receive a quote (verbal or written).for all projects under $200,000. Procedures for projects with a value higher than $200,000 are as follows: All projects that are $200,000.00 and higher will be competitively bid publicly by the Purchasing Department. 3. EMERGENCY WORK: Contractors under this Agreement will be utilized on a Primary, Secondary basis for emergency on -call roofing services. Crowther Roofing is the Secondary Contractor under this Agreement. The on -call Contractors shall be required to give a cell phone Page -1- 16E6 number, along with a home number, to the County so that the County will be able to contact the Contractors when needed. 4. 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). 5. 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: Crowther Roofing and Sheet Metal of Florida, Inc. 2543 Rockfill Road Fort Myers, FL 33916 Phone: 239.337.1300 FAX: 239.332.0939 Mr. Thomas S. Callans 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: Stephen Y. Carnell Purchasing /General Services Director Phone: 239-252-8371 Fax: 239 - 252 -6584 The Contractor and the County may change the above mailing address at any time upon giving 6 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. 7. 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, Page -2- 16E6 consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 8. 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. 9. 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 seven (7) day written notice. The County shall be sole judge of non - performance. 10. NO DISCRIMINATION: The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE: The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000.00 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000.00 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 $1,000,000.00 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 -3- 16E6 Contractor shall insure 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. 12. INDEMNIFICATION: To the maximum extent permitted by Florida law, the ContractorNendor /Consultant 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 ContractorNendor /Consultant or anyone employed or utilized by the ContractorNendor /Consultant 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. 13. BONDS. A. When a construction project is in excess of $200,000, the Contractor(s) shall be required to provide Payment and Performance Bonds. B. When required by Owner, the Contractor shall furnish a Performance and /or Payment Bond prior to commencing performance, for the full amount of the Work, which shall act as a security guaranteeing the performance of the Contractor's work and the payment by the Contractor to any other party (ies) providing labor and /or materials in connection with each construction or renovation project performed by the Contractor. The bonds shall be furnished using the forms prescribed in Exhibit "A ". C. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business in the State of Florida, or it ceases to meet the requirements 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. 14. 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. Subsequent to the first payment, Contractor must provide Owner with a fully executed Release and Affidavit in the form attached hereto as Exhibit "B" as a condition precedent to release of each progress payment. All applications for payment, whether for full payment or a progress payment shall be in writing, and in substantially the form attached hereto as Exhibit "C ". 15. PAYMENTS WITHHELD. Owner may decline to approve any Application for Payment, or portions thereof, because of defective or incomplete work, outstanding punchlist 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 Page -4- 16E6 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. 16. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products /materials from specifications shall be approved in writing by Owner in advance. 17. 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. 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. 18. 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 "D" to this Agreement, shall be issued and executed promptly after an agreement is reached between Contractor and Owner concerning the Page -5- 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. 19. 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. 20. 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. 21.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. 22. 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. 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. 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. 23.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. Page -6- 24. 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. 25. 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. 26. EMERGENCIES. In the event of any emergency affecting the safety or protection of persons or the Work or property at the Project site or adjacent thereto, Contractor, without special instruction or authorization from Owner is obligated to act to prevent threatened damage, injury or loss. Contractor shall give the Owner written notice within forty -eight (48) hours after 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, 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. 27. COMPLETION. When the entire Work (or any portion thereof designated in writing by Owner) is ready for its intended use, Contractor shall notify Owner in writing that the entire Work (or such designated portion) is substantially complete and request that Owner issue a Certificate of Substantial Completion. Within a reasonable time thereafter, Owner and Contractor shall make an inspection of the Work (or designated portion thereof) to determine the status of completion. If Owner does not consider the Work (or designated portion) substantially complete, the Owner shall notify Contractor in writing giving the reasons therefor. If Owner considers the Work (or designated portion) substantially complete, Owner shall prepare and deliver to Contractor a Certificate of Substantial Completion, Exhibit E, which shall fix the Page -7- 16E6 date of Substantial Completion for the entire Work (or designated portion thereof) and include a tentative punchlist of items to be completed or corrected by Contractor before final payment. Owner shall have the right to exclude Contractor from the Work and Project site (or designated portions thereof) after the date of Substantial Completion, but Owner shall allow Contractor reasonable access to complete or correct items on the tentative punchlist. Upon receipt of written certification by Contractor that the Work is completed in accordance with the Contract Documents and is ready for final inspection and acceptance, Owner will make such inspection and, if Owner finds the Work acceptable and fully performed under the Contract Documents, he shall promptly issue a Certificate of Final Completion, Exhibit F, recommending that on the basis of his observations and inspections, and the Contractor's certification that the Work has been completed in accordance with the terms and conditions of the Contract Documents, that the entire balance found to be due Contractor is due and payable. Final payment shall not become due and payable until Contractor submits: (1) The Release and Affidavit in the form attached as Exhibit "B °. (2) Consent of Surety (if applicable) to final payment. (3) If required by Owner, other data establishing payment or satisfaction of all obligations, such as receipt, releases and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may be designated by Owner. Owner reserves the right to inspect the Work and make an independent determination as to the acceptability of the Work. Unless and until the Owner is completely satisfied, the final payment shall not become due and payable. 28. LIQUIDATED DAMAGES. The "Commencement Date" shall be established in the Notice to Proceed 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 substantially completed within the time specified in the Request for Quotation. The date of substantial completion of the Work (or designated portions thereof) is the date certified by the Owner when construction is sufficiently complete, in accordance with the Contract Documents, so Owner can occupy or utilize the Work (or designated portions thereof) for the use for which it is intended. The Work shall reach final completion and be ready for final acceptance by Owner 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. The Project shall be deemed to be substantially completed on the date the Owner issues a Certificate of Substantial Completion pursuant to the terms hereof. Contractor hereby expressly waives and relinquishes any right which it may have to seek characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable V..- 16E6 estimate of the Owner's actual damages at the time of contracting if Contractor fails to substantially complete the Work in a timely manner. 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. 29. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Facilities Management Department. 30. 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, Invitation to Bid (ITB). 11 -5644, 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. 31. 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. 32. 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. 33. 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. 34.IMMIGRATION LAW COMPLIANCE: By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act 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. 35.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. Page -9- 16E6 36. 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. 37.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. 38. 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. 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. 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 above written. ATTEST: Dwight E> Brock, Clerk. of Courts By: Al Dategit '4't0il'•` Contractor BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY. FLORIDA 7 `��� By: W. Fred W. Coyle, Chairman -�- By: First Witness Jtiari C) V1 Tyge /Print Witness Name Second Witness PA-1 LA ( � ( C k" Signature CLruaS .� Lam( 4 Typed Signature l lieu a,ry4 Title Page -10- Item # Ma Agenda �Z ' Date Type /Print Witness Name Approved as to form and le fficie c . Ver,,� Sc Teach Deputy County Attorney Page -11- 16E6 EXHIBIT A 16E6 PUBLIC PAYMENT BOND Bond No. Contract No. 11 -5644 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 , 2011, with Oblige for day of 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 2011, the name of under - signed representative, pursuant to authority of its governing body. Page -12- Signed, sealed and delivered in the presence of: Witnesses as to Principal STATE OF _ COUNTY OF NNOTONJOTM By: _ Name: Its: 16E6 The foregoing instrument was acknowledged before me this of 2011, 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: (AFFIX OFFICIAL SEAL) ATTEST: Witness as to Surety (Signature of Notary) Name: (Legibly Printed) Notary Public, State of Commission No.: SURETY: (Printed Name) (Business Address) (Authorized Signature) (Printed Name) 37:7 Page -13- Witnesses STATE OF _ COUNTY OF As Attorney in Fact (Attach Power of Attorney) (Business Address) (Printed Name) (Telephone Number) 16E6 The foregoing instrument was acknowledged before me this day of 2011, 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: (AFFIX OFFICIAL SEAL) (Signature of Notary) Name: (Legibly Printed) Notary Public, State of Commission No.: Page -14- 16E6 EXHIBIT A -2 PUBLIC PERFORMANCE BOND Bond No. Contract No. 11 -5644 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 executors, personal representatives, successors and assigns, jointly and severally. WHEREAS, Principal has entered into a contract dated as of the 2011, with Oblige for day of ourselves, our heirs, 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 -15- 16E 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 2011, 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 : Witnesses as to Principal STATE OF _ COUNTY OF PRINCIPAL: By: _ Name: Its: The foregoing instrument was acknowledged before me this 2011, by , as ,a He /She is personally known to me OR has produced did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) day of corporation, (Signature of Notary) Name: (Legibly Printed) Notary Public, State of Commission No.: Page -16- of on behalf of the corporation. as identification and ATTEST: Witness as to Surety Witnesses STATE OF _ COUNTY OF SURETY: (Printed Name) (Business Address) (Authorized Signature) (Printed Name) OR As Attorney in Fact (Attach Power of Attorney) (Business Address) (Printed Name) (Telephone Number) 16E6 The foregoing instrument was acknowledged before me this day of 2011, 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: (AFFIX OFFICIAL SEAL) (Signature of Notary) Name: (Legibly Printed) Notary Public, State of Commission No.: Page -17- EXHIBIT B RELEASE AND AFFIDAVIT FORM COUNTY OF COLLIER STATE OF FLORIDA ) Before me, the undersigned authority, personally appeared who after being duly sworn, deposes and says: 16E6 (1) In accordance with the Contract Documents and in consideration of $ paid, ( "Contractor ") releases and waives for itself and it's subcontractors, material -men, successors and assigns, all claims demands, damages, costs and expenses, whether in contract or in tort, against the Board of County Commissioners of Collier County, Florida, relating in any way to the performance of the Agreement between Contractor and Owner, dated 2011 for the period from to (2) Contractor certifies for itself and its subcontractors, material -men, successors and assigns, that all charges for labor, materials, supplies, lands, licenses and other expenses for which Owner might be sued or for which a lien or a demand against any payment bond might be filed, have been fully satisfied and paid. (3) Contractor agrees to indemnify, defend and save harmless Owner from all demands or suits, actions, claims of liens or other charges filed or asserted against the Owner arising out of the performance by Contractor of the Work covered by this Release and Affidavit. (4) This Release and Affidavit is given in connection with Contractor's [monthly /final] Application for Payment No. :3'i ITS: DATE: Witnesses STATE OF _ COUNTY OF CONTRACTOR The foregoing instrument was acknowledged before me this day of , 2011, by , as corporation President [Corporate Seal] of , a corporation, on behalf of the He /she is personally known to me or has produced as identification and did (did not) take an oath. My Commission Expires: (AFFIX OFFICIAL SEAL) (Signature of Notary) NAME: (Legibly Printed) Notary Public, State of Commissioner No.: Page -18- EXHIBIT C 16E6 FORM OF CONTRACT APPLICATION FOR PAYMENT (County Project Manager) (County Department) Collier County Board of County Commissioners (the OWNER) or Collier County Water -Sewer District (the OWNER) FROM: (Contractor's Representative) (Contractor's Name) (Contractor's Address) Z4 Bid No. 11 -5644 Project No. _ Application Date Payment Application No. for Work accomplished through the Date: Name) Original Contract Time: Revised Contract Time Retainage @ 10% thru[insert date] $ Retainage @ _% after [insert date] $ Percent Work completed to Date: Percent Contract Time completed to Date Liquidated Damages to be Accrued Original Contract Amount: Total Change Orders to Date Revised Contract Amount Total value of Work Completed and stored to Date Less previous payment (s) AMOUNT DUE THIS APPLICATION: ATTACH SCHEDULE OF VALUES AND ACCOMPANYING DOCUMENTATION TO THIS APPLICATION CONTRACTOR'S CERTIFICATION: The undersigned CONTRACTOR certifies that: (1) all previous progress payments received from OWNER on account of Work done under the Contract referred to above have been applied to discharge in full all obligations of CONTRACTOR incurred in connection with Work covered by prior Applications for Payment numbered 1 through inclusive, (2) title to all materials and equipment incorporated in said Work or otherwise listed in or covered by this Application for Payment will pass to OWNER at time of payment free and clear of all liens, claims, security interests and encumbrances (except such as covered by Bond acceptable to OWNER), (3) all amounts have been paid for work which previous payments were issued and received from the OWNER and that current payment is now due; (4) and CONTRACTOR agrees that all overruns as shown on the monthly estimate summary shall, in fact, be added to the revised contract and shall be incorporated into a future Change Order: By CONTRACTOR: (shall be signed by a duly authorized (Contractor's Name) (Signature) DATE:_ (Type Name & Title) representative of CONTRACTOR) Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is recommended: By Design Professional : (DP's Name) (Signature) DATE: (Type Name & Title) Payment to the CONTRACTOR for the above AMOUNT DUE THIS APPLICATION is approved: By OWNER'S Project Manager: Page -19- (Signature) DATE: _ (Type Name and Title) EXHIBIT D CHANGE ORDER CHANGE ORDER DATE: CONTRACT NO. 11 -5644 16E6 PROJECT NAME. PROJECT NO.: Under our AGREEMENT dated 200 You hereby are authorized and directed to make the following change(s) in accordance with terms and conditions of the Agreement: FOR THE (Additive) (Deductive) Sum of: $ Original Agreement Amount $ Sum of Previous Changes $ _ This Change Order (Add) (Deduct) $ Present Agreement Amount $ The time for completion shall be (increased /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. 200 CONTRACTOR: DESIGN PROFESSIONAL: By: OWNER: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA Page -20- OWNER'S Project No. PROJECT: CONTRACTOR Contract For Contract Date EXHIBIT E CERTIFICATE OF SUBSTANTIAL COMPLETION ENGINEER'S Project No. This Certificate of Substantial completion applies to all Work under the Contract documents or to the following specified parts thereof: To OWNER And To The Work to which this Certificate applies has been inspected by authorized representatives of OWNER, CONTRACTOR AND DESIGN PROFESSIONAL, and that Work is hereby declared to be substantially complete in accordance with the contract documents on: DATE OF SUBSTANTIAL COMPLETION A tentative list of items to be completed or corrected is attached hereto. This list may not be all - inclusive, and the failure to include an item in it does not alter the responsibility of CONTRACTOR to complete all the Work in accordance with the Contract Documents. The items in the tentative list shall be completed or corrected by CONTRACTOR within days of the above date of Substantial Completion. Page -21- 16E6 The responsibilities between OWNER and CONTRACTOR for security, operation, safety, maintenance, heat, utilities, insurance and warranties shall be as follows: RESPONSIBILITIES: OWNER: CONTRACTOR: The following documents are attached to and made a part of this Certificate: This certificate does not constitute an acceptance of Work not in accordance with the Contract Documents nor is it a release of CONTRACTOR'S obligation to complete the Work in accordance with the Contract Documents. Executed by Design Professional on 0 Design Professional Type Name and Title 2011 CONTRACTOR accepts this Certificate of Substantial Completion on 2011 0 CONTRACTOR Type Name and Title OWNER accepts this Certificate of Substantial Completion on 2011 0 C]1P.fd; Type Name and Title Page -22- OWNER'S Project No. PROJECT: CONTRACTOR Contract For Contract Date EXHIBIT F CERTIFICATE OF FINAL COMPLETION ENGINEER'S Project No. 16E6 This Certificate of Final completion applies to all Work under the Contract documents. To OWNER And To The Work to which this Certificate applies has been inspected by authorized representatives of OWNER, CONTRACTOR AND DESIGN PROFESSIONAL, and that Work is hereby declared to be finally complete in accordance with the contract documents on: DATE OF FINAL COMPLETION Page -23- The following warranty is attached to and made a part of this Certificate: EXHIBIT G Executed by Design Professional on Design Professional By: Type Name and Title CONTRACTOR accepts this Certificate of Final Completion on 2011 CONTRACTOR By: Type Name and Title OWNER accepts this Certificate of Final Completion on 2011 OWNER M Type Name and Title Page -24- F40yil 16E6 16E6 EXHIBIT G WARRANTY In consideration of ten dollars, ($10.00), receipt of which is hereby acknowledged, the undersigned CONTRACTOR does hereby provide, warrant and guarantee all work done and executed under the contract either directly performed by the CONTRACTOR or at the express request of the CONTRACTOR by a SUBCONTRACTOR or CONSULTANT. Project Name: Date of Final Completion: Name and Address of CONTRACTOR: CONTRACTOR warrants and guarantees the work performed pursuant to the contract shall be free of all defects of materials and workmanship for a period of one year from the DATE OF FINAL COMPLETION. The undersigned party further agrees that it will, at its own expense, replace and /or repair all defective work and materials and all other work damaged by any defective work upon written demand by the COUNTY. It is further understood that further consideration for this warranty and guaranty is the consideration given for the requirement pursuant to the general conditions and specifications under which the contract was let that such warranty and guaranty would be given. This warranty and guaranty is in addition to any other warranties or guaranties for the work performed under the contract and does not constitute a waiver of any rights provided pursuant to Florida Statutes, Chapter 95, et seq. DATE: CONTRACTOR BY: Attest: Page -25- 16E6 d 6/1512011 O8:31 Crowther Roofing Amanda Glroux y Brenda Reaves 1/1 A`C7ROa CERTIFICATE OF LIABILITY INSURANCE page I of 1 066/19/20 1 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 sn ADDITIONAL INSURED, the policy(ies)musl be endorsed. If SUBROGATION IS WANED, subject to the terns and conditions of the policy, certain pal icies may require an endorsement. A stateme nt on this certificate does not confer rights to the certificate holder in lieu of such andomemant(s). PRODVcEx Willi. of I311ac1s, Inc. 26 Century Blvd. P. O. Box 305191 CONTACT -pPHO Y FAX I - r m O rk. 077- 945 -737 888-467-23'78 innwRFA¢ 48 ifi a.t"Gwillia com Nachvilla, TN 37230 -5191 , INSURER(S)AFFORDING COVERAGE MAICa_ NRURERA: Illinois National Insurance CoaPany 23817 -001 wels¢o iN3URER B. Steadfast Insurance Company Crowther Roo Elag aad Sheet Natal of rlarida Inc. 254] RockEill Rd. INSURERC:Naticnal Dann Fire Insurance Co -of Plttal, ]6]97.001 19445 -001 I(MI RIINEDSINGLE LIMB Ft. Nysra, FL 33916_- BODILY INIURYTWPaaml X ANYAInn NSURFH F: 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 PC_ICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, POLICIES. LIMITS ITS_ SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. EXCLUSIONS ANDCONDITIONS OF SUCH M F LICYFJOP Leef9 NSURAWE WD&L SUE0 POLICYNUMER POLIYEF PO INSRI TYPEOF _ A GENERAL LL1BaIlY y GL4360746 /1 /2010 7/1/2011 EEA4CMHOO[CCURRENCE_ _ 5 1,975.000 ALLIABII ITY PPEMISES E9ocamroa E__ an. 000 X COMMERCIALGENER�� CI AIMS- MADEL]r OCCUR HIED EXPAI,... nm) S 5-, PER9]NA1-BADVINIURY $ 1,97S,000 I GENFPAI. AGGREGATE $ OENt A00HEGA1h LIhIRAPPUFSPFR: PRODUCTS- COMPIOP AGG S 2,000,000 POLICY P,, LOC S A ',AUTOMOUEELIAMUTY CA3976413 /1/2010 7/1/2011 I(MI RIINEDSINGLE LIMB $ 2,000,000 BODILY INIURYTWPaaml X ANYAInn $ BODILY INlURYW,s..W.10 $ ALLOWNED SCHEOULEO AUTOS AUTOS �iO ealiiem $ X RIF AUTOS X NON -01NED $ B X UNeRELU LIA9 IX IOCCUR AVC380844206 /1/2010 7/1/2011 'll EACHOCCURRENCE $ 5,000,000 "Chas LWB �'~ I CLAIMS -~E AGGREGATE $ $ 0 DEO I RETENTION$ IX $ C WORNERSCOWENSAnON NCO20342915 /1/2010 7/1/2011 f 1.000.000 AND EMPLOYERS' W1EtlJTY ANY PROPRIETOPoPARTNENEYEOMIVE E.L. EACH ACCIDENT 1 2,000,000 OFFICERMEMRER EXCLUDED? El NIA F DISEASE - EA EMPL0WE 1 ovOer . _. ___ _ $ 1,000,000 y�yss�tlapmES nF.4CRIPTIONOFOWRATION3tm4,w E.L. DISEASE- POLICYLWIT j 068CAIFNOM OF PERADONS /LOCATIONS /YFHK:LEB(AeECE ACVtl 1S1,AOtllbnl RanaL. ScIN4WF,Hmon.pxals ra9uYWi THIS VOIDS AND REPLAC38 PRSVI006LY TSSTTXD CERTIFICATE DATED: 1/2812011 WITH ID: 15466356 HID PITH -11 -5644 Collier County Board of County Commissioners is an Additional Insured pertaining to General Liability with respect to liability arising out of the Named Insureds operations, where required by written contract or agreement. Professional services for Architects, Engineers, Consultants, Coll:33901326 Tp1:1105374 Cert:la U' /5u1A WIvea- aUlUn..vnM..vnrvrv..,v.....u. y,... ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIHAIION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADTHORAZU) EPREM IAIM Collier County Board of County Commissioners 3301 asst Tent ami Trail Maple., FL 34111 Coll:33901326 Tp1:1105374 Cert:la U' /5u1A WIvea- aUlUn..vnM..vnrvrv..,v.....u. y,... ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD