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#18-7459 (EarthBalance Corporation) MULTI-CONTRACTOR AWARD AGREEMENT # 18-7459 for EXOTIC VEGETATION REMOVAL THIS AGREEMENT, made and entered into on this(Z9ilk day of 'ui(N.)\ 20fl, by and between EarthBalance Corporation , authorized to do business in the State of Florida, whose business address is 2570 Commerce Parkway, North Port, Florida 34289 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County" or"Owner"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three (3 ) year period, commencing ISI upon the date of Board approval ❑ , and terminating three (3 ) year(s) from that date or until all outstanding Purchase Order(s) ❑ Work Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and 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 prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a • Purchase Order ❑ . 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of ❑ Request for Proposal (RFP) n Invitation to Bid (ITB) ❑■ Other Request for Qualification (RFQ ) # 18-7459 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ❑■ The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. Page 1 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 3.3 INS The procedure for obtaining Work under this Agreement is outlined in Exhibit A — Scope of Services attached hereto. Ill The procedure for obtaining Work under this Agreement is outlined in Ii Other Exhibit/Attachment: Work Assignment Procedure 3.4 The County reserves the right to specify in each Request for Quotations: the period of completion; collection of liquidated damages in the event of late completion; and the Price Methodology selected in 4.1. 4. THE AGREEMENT SUM. n The County shall pay the Contractor for the performance of this Agreement based on Work performed pursuant to the quoted price offered by the Contractor in response to a specific Request for Quotations and pursuant to the Price Methodology in Section 4.1. [ Contractor's quoted • e- _ e' •.e. - : : - • : a : Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". maximum amount of C . otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): • Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. a e ely-e-sti ate the size of the • - - - _ Page 2 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 ��7 n Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4..4 I I - -- -- - _- _ _- approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mil gc $0.44.5 per mile Breakfast Lunch gincte,F $40,00 Airfare Rental car Actual rental cost limited to compact or standard size vehicles Pafki-rig A . .. .. e e. _ _. ... .- _ ._ . .. ... ...- Reimbursable items other than travel expenses shall be limited to the following: telephone long Agreement. 5. 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. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. Page 3 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: EarthBalance Corporation Address: 2570 Commerce Parkway North Port, Florida 34289 Authorized Agent: Cristine Borowski, Assistant Vice President Attention Name & Title: Telephone: 941-426-7878 E-Mail(s): Nczifra@earthbalance.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Barry Williams Division Name: Parks and Recreation Division Address: 15000 Livingston Road Naples, Florida 34109 Administrative Agent/PM: Melissa Hennig, Senior Environmental Specialist Telephone: 239-252-2957 E-Mail(s): Melissa.Hennig@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. 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. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. 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, Page 4 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 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 Agreement 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. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. ■ Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. • Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. • Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. Professional Liabil-itj Shall be maintained by the Contractor to ensure its legal liability for _ a... ' '.e e. e •- e-.e .. • - e . e - _-. _- _•e _ -..-.. , - _• -. . : Coverage shall have minimum limits of$ per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Page 5 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four(24) hours after receipt, of any notices of expiration, cancellation, non- renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, 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, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Parks and Recreation Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. Page 6 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), [I Exhibit A Scope of Services, n Exhibit B Cee Schedule, LJ RFP/_ t /E■ Other Request for Qualifications # 18-7459 , including Exhibits, Attachments and Addenda/Addendum, ric subsequent quotes and corresponding contract documents, U Exhibit C-1 Public Payment Bond, 1 Exhibit C-2 Public Performance Bond, ❑■ Exhibit D - Release and Affidavit Form, n Exhibit E — Form of Contract Application for Payment, ■I Exhibit F - Change Order, • Exhibit G - Certificate of Substantial Completion, Ili Exhibit H - Certificate of Final Completion, r• Exhibit I - Warranty, and n Other Exhibit/Attachment: Work Assignment Procedures 17. APPLICABILITY. Sections corresponding to any checked box (III) expressly apply to the terms of this Agreement. 18. 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. 19. 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, as amended, 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 Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with 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; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 7 of 33 Multi-Contractor Award Agreement 2017.006 Vera The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. 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. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. n 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 "C-1" and Exhibit "C-2". 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, terminates 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. Page 8 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 23. i 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/Scope of Work. 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/Scope of Work. 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/Scope of Work 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 to characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable 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. 24. II PAYMENTS. Generally, the Contractor will be paid upon completion; however, for Work in excess of thirty (30) days, the Contractor may request 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"D" 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 "E." 25. 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 Page 9 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 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. 26. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by Owner in advance. 27. C 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. 28. U 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 Agreement shall be in compliance with the County's Page 10 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 41t Procurement Ordinance and Procurement Procedures in effect at the time such modifications are authorized. A Change Order in the form attached as Exhibit "F" 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. 29. I 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. 30. 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. 31. n 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 County 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 County. 32. • 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 the County or County'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 County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 33. 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. Page 11 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 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. 34. n 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 G, which shall fix the 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, Owner shall promptly issue a Certificate of Final Completion, Exhibit H, recommending that on the basis of Owner's 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: A. The Release and Affidavit in the form attached as Exhibit "D." B. Consent of Surety (if applicable) to final payment. C. 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. D. The warranty in the form attached as Exhibit "I". 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. Page 12 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 35. ■ WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County 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 the County. 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 the County is entitled as a matter of law. 36. 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. 37. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 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. 39. 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. 40. I 1 KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project •111 �...� •��....... w•. • 111..E ••�.• •�.....�. �..•.... • -..•, .. •. .•.. .. -•.. - • � r -a • • 111.. ••�..• 111..x. e• .•.. • •.111.• ,r, ••,�. �.. •�.111.• � • �.� �,♦.. � •....� ��..111..111 111111 •.. � Wr •. • � � �.., � W.. � �� r... Page 13 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions arc met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify I. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 41. 0 ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract * .-:-• • -•• '•_• .- ... - e . .. • ':. _ __ •- . . .- ----••-• --- 42. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. 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 the County. 43. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their Page 14 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 v- r background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e- mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. 44. El SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non-negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 15 of 33 Multi-Contractor Award Agreement 2017.006 Ver. IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or I agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS \ COLLIER COArf _ ' DA g; inzelystal K. K , Clerk of Courts & ma ler µ ( / Ai Dated: 3 _ W. McDaniel, r., _ ea . ; l Chhirman (Setas Chairman k siar atnre only. Contractor s Witnesses: EarthBalance Corporation Contractor I ' vita' _ 4.1db' , itirr_r►'. By v C i, ', b' Contrac or s ' itness ' c SignatuJ � fJe:�s . L a �r�,r�r< lcga • ri . Alia. TType/print signature and titleT TType/print itness nameT V8\ Contra is Second Witness PAY\O t.b1 K\ TType/print witness nameT A -•roved as to if r and Legality: Wm liigle l_„i �Coun y Attorney ■ Print Name Page 16 of 33 Multi-Contractor Award Agreement 2017.006 V= Ai , Exhibit A Scope of Services ❑ following this page (pages 1 through 2 ) this exhibit is not applicable Page 17 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 I® 18-7459-Exotic Vegetation Removal EXHIBIT A SCOPE OF SERVICES Services for the removal of exotic and other nuisance vegetation by manual and mechanical methods including chemical and/or physical removal. Trees, bushes, and other vegetation may be cut with machetes, chain saws, brush trimmers, etc. and/or treated with chemicals, or removed by other methods depending on the requirements of the particular project and as directed by the County department. Treatment and removal of exotic and other nuisance vegetation must be in accordance with Florida State law, and the named awardee(s) must provide and maintain all applicable licenses during the duration of the resultant contract. Species to be removed during the duration of this contract include, but are not limited to: • Category 1 and 2 species listed on the most current Florida Exotic Pest Plant Council (FLEPPC) invasive species list. • Any other undesirable species as directed by the project manager. Additionally, the Contractor(s) must: 1. Provide professional assistance determining the most effective methodology to remove exotic vegetation. 2. Not dispose of debris into waterways. 3. Provide per acre pricing quotes on each project as requested by the project manager. The County may seek price quotes from one, or all, Contractors on the contract (as described in the Work Assignment Procedure). Quotes must include description of the project, location, description of the service to be provided and cost per acre. Contractor's quotes must be detailed as described by the Project Manager and Contractors' invoices must match quotes. 4. Coordinate with other selected Contractor (s) to complete the job as directed by the project manager. 5. Provide the service so as not to damage or destroy native vegetation within the area of exotic treatment. Due caution must be given to the surrounding habitat. 6. Minimize disturbance to surface area. Replace damaged native vegetation according to County Code. 7. Provide equipment in good repair necessary to perform the described services in particular and the equipment necessary to complete related tasks. If additional equipment(i.e. crane, bucket truck, ditch witch, etc.) is needed, the County must be notified in advance, for final approval. The reimbursement of rental equipment expense shall be at cost, commencing when it arrives at the service site. The County reserves the right to request documentation of the Contractor's cost and to withhold payments until documentation is provided. 8. Ensure that all equipment (i.e. owned or rented vehicles, sprayers, etc.) is clean and free of potential exotic species to avoid transference, prior to entering the project site to commence work. Collier County staff reserve the right to inspect and approve or deny the equipment from entering the project site prior to the commencement of the project. 9. Document pre-project existing conditions of project site and adjacent private property by photographs, video or other means at each work site, prior to commencement of any work, upon County's request. 10. Restore any damages caused by the completion of this project to the documented pre-project condition. Should a damage dispute arise, and the Contractor subsequently disputes the claim, it is the Contractor's responsibility to provide pre-project existing condition documentation. 11. Provide the Project Manager with a written list of all herbicides, adjuvant, and diluents and their mixing ratios. 12. Perform all exotic vegetation treatment operations in an orderly and safe manner complying with the current County Maintenance of Traffic (MOT) policy (if required). All work shall be performed within the right-of-way and/or easements. All operations shall be in accordance with a Collier County's Maintenance of Traffic Policy, #5807, Revised January 1, 2005, copies of which are available at: http://purchasing.colliergov.net/Vendors/Shared%20Documents/Maintenance%20of%20Traffic%20( Page 1 of 2 0 MOT).pdf. A Maintenance of Traffic Plan shall be approved in writing by the Department prior to the start of the project. Any equipment left in the right-of-way overnight shall be parked outside of the clear zone and as close as possible to the right-of-way line. No equipment shall be parked in the median regardless of the width of the median. 13. Inform the County Project Manager of work location and proposed schedule. 14. Leave site in a clean, neat and orderly manner including pick up and removal of all loose and unsightly vegetation materials on a daily basis. Daily clean-up operation must include removal and proper disposal of all trash, trimmings, and debris deposited on site. Felled trees may be neatly stacked, pursuant to South Florida Water Management District Melaleuca guidelines, with approval of project manager, to be determined in advance. Ruts made in the soil must be removed by the Contractor. 15. Provide for a maximum of two (2) months, or less if directed by the Project Manager, mortality evaluation period from the substantial completion date noted in any order provided by the department to the Contractor. The Contractor shall demonstrate to the County that all exotic vegetation on site has been exterminated to the complete satisfaction of the department. Any re-growth of stumps or plants that were not eradicated shall be properly re-treated by the Contractor at no additional expense to the department. Following this secondary re-treatment, there shall be a one (1) month, or less if directed by the Project Manager, mortality re-evaluation period to determine effectiveness of re- treatment. 16.Agree that when a period of time is referenced by days, it shall be computed to exclude the first day and include the last day of such a period. If the last day of any such period falls on a Saturday or Sunday, or any County observed holiday, 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. 17. Maintain work hours Monday through Friday from 7AM—5PM unless otherwise directed by the County department Project Manager. 18. Park vehicles and equipment in areas designated only by the County department and with prior permission of the Project Manager. Page2of2 Exhibit B Fee Schedule n following this page (pages through ) 0 this exhibit is not applicable Page 18 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 Exhibit C-1 this exhibit is not applicable PUBLIC PAYMENT BOND Bond No. Contract No. KNOW ALL MEN BY THESE PRESENTS: That as Principal, and , as Surety, located at (Business Address) are held and firmly bound to as Oblige in the sum of ($ ) for the payment whereof we bind ourselves, our heirs, executors, personal representatives, successors and assigns, jointly and severally. WHEREAS, Principal has entered into a contract dated as of the _day of , 20_ with Oblige for in accordance with drawings and specifications, which contract is incorporated by reference and made a part hereof, and is referred to as the Contract. THE CONDITION OF THIS BOND is that if Principal: Promptly makes payment to all claimants as defined in Section 255.05(1), Florida Statutes, supplying Principal with labor, materials or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect sureties' obligation under this Bond. The provisions of this bond are subject to the time limitations of Section 255.0592. In no event will the Surety be liable in the aggregate to claimants for more than the penal sum of this Payment Bond, regardless of the number of suits that may be filed by claimants. IN WITNESS WHEREOF, the above parties have executed this instrument this day of , 20 , the name of under-signed representative, pursuant to authority of its governing body. Page 19 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 Signed, sealed and delivered in the presence of: PRINCIPAL: By: Witnesses as to Principal Name: Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this of 20 , by , as of , a corporation, on behalf of the corporation. He/she is personally known to me OR has produced as identification and did (did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: ATTEST: SURETY: (Printed Name) (Business Address) (Authorized Signature) Witness as to Surety (Printed Name) OR Page 20 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 0 As Attorney in Fact (Attach Power of Attorney) Witnesses (Business Address) (Printed Name) (Telephone Number) STATE OF COUNTY OF The foregoing instrument was acknowledged before me this of 20 , by_ , as of , Surety, on behalf of Surety. He/She is personally known to me OR has produced as identification and who did(did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Page 21 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 ❑ this exhibit is not applicable EXHIBIT C-2 PUBLIC PERFORMANCE BOND Bond No. Contract No. KNOW ALL MEN BY THESE PRESENTS: That , as Principal, and , as Surety, located at (Business Address) are held and firmly bound to , as Oblige in the sum of ($ )for the payment whereof we bond ourselves, our heirs, executors, personal representatives, successors and assigns, jointly and severally. WHEREAS, Principal has entered into a contract dated as of the_day of 20 , with Oblige for in accordance with drawings and specifications, which contractor is incorporated by reference and made a pat hereof, and is referred to as the Contract. THE CONDITION OF THIS BOND is that if Principal: 1. Performs the Contract at the times and in the manner prescribed in the Contract, and 2. Pays Oblige any and all losses, damages, costs and attorneys' fees that Oblige sustains because of any default by Principal under the Contract, including, but not limited to, all delay damages, whether liquidated or actual, incurred by Oblige; and 3. Performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract, then this bond is void; otherwise it remains in full force. Any changes in or under the Contract and compliance or noncompliance with any formalities connected with the Contract or the changes do not affect Sureties obligation under this bond. The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time, alterations or additions to the terms of the Contract or other work to be performed hereunder, or the specifications referred to therein shall in anywise affect its obligations under this bond, and it does hereby waive notice of any such changes, extensions of time, alternations or additions to the terms of the Contract or to work or to the specifications. Page 22 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 0 This instrument shall be construed in all respects as a common law bond. It is expressly understood that the time provisions and statute of limitations under Section 255.05, Florida Statutes, shall not apply to this bond. In no event will the Surety be liable in the aggregate to Oblige for more than the penal sum of this Performance bond regardless of the number of suits that may be filed by Oblige. IN WITNESS WHEREOF, the above parties have executed this instrument this day of , 20_, the name of each party being affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. Signed, sealed and delivered in the presence of : PRINCIPAL: By: Witnesses as to Principal Name: Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 20 by , as of , a corporation, on behalf of the corporation. He/She is personally known to me OR has produced as identification and did (did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Page 23 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 ATTEST: SURETY: (Printed Name) (Business Address) (Authorized Signature) Witness as to Surety (Printed Name) OR As Attorney in Fact (Attach Power of Attorney) Witnesses (Business Address) (Printed Name) (Telephone Number) STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 20_, by , as of , Surety, on behalf of Surety. He/She is personally known to me OR has produced as identification and who did(did not) take an oath. My Commission Expires: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Page 24 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 ❑ this exhibit is not applicable EXHIBIT D RELEASE AND AFFIDAVIT FORM COUNTY OF ( ) STATE OF (_ 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 $ to be received, ("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 20 for the period from to . This partial waiver and release is conditioned upon payment of the consideration described above. It is not effective until said payment is received in paid funds. (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, shall be fully satisfied and paid upon Owner's payment to Contractor. (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. CONTRACTOR BY: Witness ITS: DATE: Witness [Corporate Seal] STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 20 , by , as of , a corporation, on behalf of the corporation. He/she is personally known to me or has produced as identification and did (did not)take an oath. My Commission Expires: (Signature of Notary) NAME: (Legibly Printed) Notary Public, State of (AFFIX OFFICIAL SEAL) Commissioner No.: Page 25 of 33 Multi-Contractor Award Agreement 2017.006 Ver 7 this exhibit is not applicable EXHIBIT E FORM OF CONTRACT APPLICATION FOR PAYMENT (County Project Manager) Bid No. (County Department) Project No. Collier County Board of County Commissioners (the OWNER)or Collier County Water-Sewer District(the OWNER) Application Date FROM: (Contractor's Representative) Payment Application No. (Contractor's Name) for Work accomplished through the Date: (Contractor's Address) RE: (Project Name) Original Contract Time: Original Contract Amount: $ Revised Contract Time: Total Change Orders to Date $ Revised Contract Amount $ Total value of Work Completed Retainage @ 1 0% thru[insert date] $ and stored to Date $ Retainage @ __% after [insert date] $ Less previous payment(s) $ Percent Work completed to Date: % AMOUNT DUE THIS Percent Contract Time completed to Date % APPLICATION: $ Liquidated Damages to be Accrued $ 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) (shall be signed by a duly authorized 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: (Signature) DATE: (Type Name and Title) Page 26 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 E'J ❑ this exhibit is not applicable EXHIBIT F CHANGE ORDER ❑ Contract Modification ❑Work Order Modification Contract#: Change#: Purchase Order#: Project#: Contractor/Firm Name: Project Name: Project Manager Name: Department: Original Contract/Work Order Amount Original BCC Approval Date; Agenda Item # Current BCC Approved Amount Last BCC Approval Date; Agenda Item # Current Contract/Work Order Amount SAP Contract Expiration Date (Master) Dollar Amount of this Change #DIV/0! Total Change from Original Amount Revised Contract/Work Order Total $ 0.00 #DIV/0! Change from Current BCC Approved Amount Cumulative Changes $ 0.00 #DIV/0! Change from Current Amount Completion Date, Description of the Task(s)Change,and Rationale for the Change Notice to Proceed Original Last Approved Revised Date Date Completion Date Date Includes this change) #of Days Added Select Tasks ❑Add new task(s) ❑ Delete task(s) ❑Change task(s) ❑ Other(see below) Provide a response to the following:1.)detailed and specific explanation/rationale of the requested change(s)to the task(s)and /or the additional days added(if requested);2.)why this change was not included in the original contract;and,3.) describe the impact if this change is not processed. Attach additional information from the Design Professional and/or Contractor if needed. Prepared by: Date: (Project Manager Name and Division) Acceptance of this Change Order shall constitute a modification to contract/work order identified above and will be subject to all the same terms and conditions as contained in the contract/work order indicated above,as fully as if the same were stated in this acceptance. The adjustment, if any, to the Contract shall constitute a full and final settlement of any and all claims of the Contractor / Vendor/ Consultant/Design Professional arising out of or related to the change set forth herein, including claims for impact and delay costs. Accepted by: Date: (Contractor/Vendor/Consultant/Design Professional and Name of Firm, if project applicable) Approved by: Date: (Design Professional and Name of Firm, if project applicable) Approved by: Date: (Procurement Professional Page 27 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 l)V) ❑ this exhibit is not applicable EXHIBIT G CERTIFICATE OF SUBSTANTIAL COMPLETION OWNER'S Project No. ENGINEER'S Project No. PROJECT: CONTRACTOR Contract For Contract Date 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 28 of 33 Multi-Contractor Award Agreement 2017.006 Ver. The responsibilities between OWNER and CONTRACTOR for security, operation, safety, maintenance, heat, utilities, insurance and warranties shall be as follows: RESPONSIBILITIES: OWNER: CONTRACT OR: 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 , 20_ Design Professional By: Type Name and Title CONTRACTOR accepts this Certificate of Substantial Completion on , 20 CONTRACTOR By: Type Name and Title OWNER accepts this Certificate of Substantial Completion on , 20 OWNER By: Type Name and Title Page 29 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 ❑ this exhibit is not applicable EXHIBIT H CERTIFICATE OF FINAL COMPLETION OWNER'S Project No. ENGINEER'S Project No. PROJECT: CONTRACTOR Contract For Contract Date 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 The warranty in Exhibit I is attached to and made a part of this Certificate: Page 30 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 Executed by Design Professional on , 20_ Design Professional By: Type Name and Title CONTRACTOR accepts this Certificate of Final Completion on 20 CONTRACTOR By: Type Name and Title OWNER accepts this Certificate of Final Completion on 20 OWNER By: Type Name and Title Page 31 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 i this exhibit is not applicable EXHIBIT I 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 32 of 33 Multi-Award Agreement 2017.006 Ver.1 Other Exhibit/Attachment Description: Work Assignment Procedures n following this page (pages 1 through 1 ) n this exhibit is not applicable Page 33 of 33 Multi-Award Agreement 2017.006 Ver.1 18-7459- EXOTIC VEGETATION REMOVAL WORK ASSIGNMENT PROCEDURE The County reserves the right to select one or more Contractors(s) in the following manner: • For work between$0 to less than$3,000: the County shall select one (1) of the Contractors based on expertise and experience with the requested task and on availability. • For work between$3,000 to less than$200,000:the County shall solicit not less than three (3) quotes from all the Contractors or issue a seperate solicitation. • For work that may exceed$200,000:the County shall solicit quotes from all of the Contractors or issue a seperate formal solicitation. The following Articles of the Agreement shall only be applicable for Projects over$200,000 Article 22. Bonds Article 23.Liquidated Damages Article 24.Payments Article 34. Completion AC�® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 2/7/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Wallace Welch &Willingham, Inc. PNAME: HONE Certificates/Commercial Lines FAX 300 1st Ave. So., 5th Floor (A/C.No.Ext): 727-522-7777 (A/c,No):727-521-2902 Saint Petersburg FL 33701 ADDRESS: certificates@w3ins.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Trust Ins.Co. 20141 INSURED EARTCOR-01 INSURER B:Amerisure Ins.Co. 19488 EarthBalance Corporation 2570 Commerce Parkway INSURER C:Monroe Guaranty Ins.Co. 32506 North Port FL 34289 INSURER D:Homeland Ins Co of New York 34452 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:646494131 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF ' POLICY EXP LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y GL00107428 8/23/2018 8/23/2019 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) $5,000 X XCU Included PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $2,000,000 X OTHER: Primary Non Cont $ C AUTOMOBILE LIABILITY Y CA10000408904 8/23/2018 8/23/2019 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ A X UMBRELLA LIAB X OCCUR Y Y UMB10001683701 8/23/2018 8/23/2019 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$1(l,nt'tn $ B WORKERS COMPENSATION Y WC20964660301 4/1/2018 4/1/2019 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER U.S.L.H ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional/Pollution Liab 7930075900001 2/18/2019 2/18/2020 Each Claim/Aggregate 2,000,000/2,000,00 Retro Date 2/18/1997 Deductible 15,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Contract#18-7459 Exotic Vegetation Removal Collier County Board of County Commissioners is additional insured on a primary and non-contributory basis with respect to General Liability subject to terms, conditions and exclusions of the policy. 30 day written notice of cancellation,non-renewal,or material change reducing coverage will be given to Collier County BOCC by the carrier except for nonpayment of premium which will be ten days. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3395 Tamiami Trail E. Naples FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:GL100027843-01 COMMERCIAL GENERAL LIABILITY CGL 084(10 13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU - ONGOING OPERATIONS AND PRODUCTS-COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE (OPTIONAL) Name of Additional Insured Persons or Organizations (As required by written contract or agreement per Paragraph A. below.) Locations of Covered Operations (As per the written contract or agreement, provided the location is within the"coverage territory".) ALL (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section Il—Who Is An Insured is amended to include as an additional insured: 1. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement in effect during the term of this policy that such person or organization be added as an additional insured on your policy; and 2. Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above; and CGL 084(10 13) Includes copyrighted material of the Insurance Services Offices, Inc.with its permission. Page 1 of 3 Copyright 2013 FCCI Insurance Group. Insured Copy 3. The particular person or organization, if any, scheduled above. Such person(s) or organization(s) is an additional insured only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"occurring after the execution of the contract or agreement described in Paragraph 1. above and caused, in whole or in part, by.. 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf in the performance of your ongoing operations for the additional insured; or 3. "Your work" performed for the additional insured and included in the"products-completed operations hazard" if such coverage is specifically required in the written contract or agreement. However, the insurance afforded to such additional insured(s) described above: 1. Only applies to the extent permitted by law; 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; 3. Will not be broader than that which is afforded to you under this policy; and 4. Nothing herein shall extend the term of this policy. B. The insurance provided to the additional insured does not apply to"bodily injury", "property damage"or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. C. This insurance is excess over any other valid and collectible insurance available to the additional insured whether on a primary, excess, contingent or any other basis; unless the written contract or agreement requires that this insurance be primary and non-contributory, in which case this insurance will be primary and non-contributory relative to insurance on which the additional insured is a Named Insured. D. With respect to the insurance afforded to these additional insureds, the following is added to Section III— Limits of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph A.1.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. E. Section IV—Commercial General Liability Conditions is amended as follows: The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement must as soon as practicable: CGL 084(10 13) Includes copyrighted material of the Insurance Services Offices, Inc.with its permission. Page 2 of 3 Copyright 2013 FCCI Insurance Group. Insured Copy 1. Give us written notice of an "occurrence"or an offense which may result in a claim or"suit"under this insurance, and of any claim or"suit"that does result; 2. Send us copies of all legal papers received in connection with the claim or"suit", cooperate with us in the investigation or settlement of the claim or defense against the"suit", and otherwise comply with all policy conditions; and 3. Tender the defense and indemnity of any claim or"suit"to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement and agree to make available all such other insurance. However, this condition does not affect Paragraph C. above. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or"suit". F This endorsement does not apply to any additional insured or project that is specifically identified in any other additional insured endorsement attached to the Commercial General Liability Coverage Form. CGL 084(10 13) Includes copyrighted material of the Insurance Services Offices,Inc.with its permission. Page 3 of 3 Copyright 2013 FCCI Insurance Group. Insured Copy GENERAL LIABILITY ADVANTAGE ENDORSEMENT TABLE OF CONTENTS DESCRIPTION PAGE Bail Bonds 8 Blanket Waiver of Subrogation 11 Bodily Injury and Property Damage 1 Care, Custody or Control 2 Contractors Errors and Omissions 5 General Liability Conditions 10 Incidental Malpractice 8 Insured 8 Limited Product Withdrawal Expense 3 Limits of Insurance 9 Loss of Earnings 8 Lost Key Coverage 7 Newly Formed or Acquired Organizations 8 Non-Owned Watercraft 1 Property Damage Liability—Borrowed Equipment 1 Voluntary Property Damage 1 insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ADVANTAGE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM NOTE:The following are additions, replacements and amendments to the Commercial General Liability Coverage Form, and will apply unless excluded by separate endorsement(s)to the Commercial General Liability Coverage Form. The COMMERCIAL GENERAL LIABILITY COVERAGE FORM is amended as follows: SECTION I-COVERAGES, COVERAGE A.BODILY INJURY AND PROPERTY DAMAGE is amended as follows: 1. Extended "Property Damage" Exclusion 2.a., Expected or Intended Injury, is replaced with the following: a. "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily Injury"or"property damage" resulting from the use of reasonable force to protect persons or property. 2. Non-owned Watercraft Exclusion 2.g. (2) (a) is replaced with the following: (a) Less than 51 feet long; and 3. Property Damage Liability—Borrowed Equipment The following is added to Exclusion 2.j. (4): Paragraph (4) of this exclusion does not apply to"property damage"to borrowed equipment while at a jobsite and not being used to perform operations. The most we will pay for"property damage"to any one borrowed equipment item under this coverage is$25,000 per"occurrence". The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured, whether primary, excess, contingent or on any other basis. SECTION I—COVERAGES,the following coverages are added: COVERAGE D.VOLUNTARY PROPERTY DAMAGE 1. Insuring Agreement We will pay, at your request, for"property damage" caused by an "occurrence", to property of others caused by you, or while in your possession, arising out of your business operations. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. 2. Exclusions This insurance does not apply to: "Property Damage"to: a. Property at premises owned, rented, leased or occupied by you; b. Property while in transit; c. Property owned by, rented to, leased to, loaned to, borrowed by, or used by you; CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 1 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 d. Premises you sell, give away, or abandon, if the "property damage" arises out of any part of those premises; e. Property caused by or arising out of the"products-completed operations hazard"; f. Motor vehicles; g. "Your product" arising out of it or any part of it; or h. "Your work" arising out of it or any part of it. 3. Deductible We will not pay for loss in any one"occurrence" until the amount of loss exceeds $250. We will then pay the amount of loss in excess of$250 up to the applicable limit of insurance. 4. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. The insurance afforded under COVERAGE D is excess over any other valid and collectible property or inland marine insurance(including the deductible applicable to the property or inland marine coverage) available to you whether primary, excess, contingent or any other basis. Coverage D covers unintentional damage or destruction, but does not cover disappearance, theft, or loss of use. The insurance under COVERAGE D does not apply if a loss is paid under COVERAGE E. COVERAGE E. CARE,CUSTODY OR CONTROL 1. Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages because of "property damage" caused by an 'occurrence", to property of others while in your care, custody, or control or property of others as to which you are exercising physical control if the"property damage" arises out of your business operations. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. 2. Exclusions This insurance does not apply to: "Property Damage" to: a. Property at premises owned, rented, leased or occupied by you; b. Property while in transit; c. Premises you sell, give away, or abandon, if the"property damage' arises out of any part of those premises; d. Property caused by or arising out of the"products-completed operations hazard"; e. Motor vehicles; f. "Your product" arising out of it or any part of it; or g. "Your work" arising out of it or any part of it. 3. Deductible We will not pay for loss in any one"occurrence" until the amount of loss exceeds $250.We will then pay the amount of loss in excess of$250 up to the applicable limit of insurance. CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 2 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 4. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. The insurance afforded under COVERAGE E is excess over any other valid and collectible property or inland marine insurance (including the deductible applicable to the property or inland marine coverage) available to you whether primary, excess, contingent or any other basis. The insurance under COVERAGE E does not apply if a loss is paid under COVERAGE D. COVERAGE F. LIMITED PRODUCT WITHDRAWAL EXPENSE 1. Insuring Agreement a. If you are a"seller",we will reimburse you for"product withdrawal expenses"associated with "your product" incurred because of a"product withdrawal"to which this insurance applies. The amount of such reimbursement is limited as described in SECTION III - LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered. a. This insurance applies to a"product withdrawal" only if the "product withdrawal" is initiated in the "coverage territory" during the policy period because: (1) You determine that the"product withdrawal" is necessary; or (2) An authorized government entity has ordered you to conduct a"product withdrawal". c. We will reimburse only those "product withdrawal expenses"which are incurred and reported to us within one year of the date the "product withdrawal"was initiated. d. The initiation of a"product withdrawal"will be deemed to have been made only at the earliest of the following times: (1) When you have announced, in any manner, to the general public, your vendors or to your employees(other than those employees directly involved in making the determination)your decision to conduct a"product withdrawal"This applies regardless of whether the determination to conduct a"product withdrawal" is made by you or is requested by a third party; (2) When you received, either orally or in writing, notification of an order from an authorized government entity to conduct a"product withdrawal"; or (3) When a third party has initiated a"product withdrawal" and you communicate agreement with the "product withdrawal", or you announce to the general public, your vendors or to your employees (other than those employees directly involved in making the determination)your decision to participate in the"product withdrawal", whichever comes first. e. "Product withdrawal expenses" incurred to withdraw"your products"which contain: (1) The same"defect"will be deemed to have arisen out of the same"product withdrawal"; or (2) A different"defect"will be deemed to have arisen out of a separate"product withdrawal" if newly determined or ordered in accordance with paragraph 1.b of this coverage. 2. Exclusions This insurance does not apply to"product withdrawal"expenses" arising out of: a. Any"product withdrawal" initiated due to: (1) The failure of"your products"to accomplish their intended purpose, including any breach of warranty of fitness,whether written or implied.This exclusion does not apply if such failure has caused or is reasonably expected to cause"bodily injury"or physical damage to tangible property. (2) Copyright, patent, trade secret or trademark infringements; CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 3 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 (3) Transformation of a chemical nature, deterioration or decomposition of "your product", except if it is caused by: (a) An error in manufacturing, design, processing or transportation of"your product"; or (b) "Product tampering". (4) Expiration of the designated shelf life of"your product". b. A"product withdrawal", initiated because of a"defect"in "your product' known to exist by the Named Insured or the Named Insured's"executive officers", prior to the inception date of this Coverage Part or prior to the time "your product" leaves your control or possession. c. Recall of any specific products for which "bodily injury"or"property damage" is excluded under Coverage A-Bodily Injury And Property Damage Liability by endorsement. d. Recall of"your products"which have been banned from the market by an authorized government entity prior to the policy period. e. The defense of a claim or"suit'against you for"product withdrawal expenses". 3. For the purposes of the insurance afforded under COVERAGE F, the following is added to 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition under SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS: e. Duties In The Event Of A"Defect" Or A"Product Withdrawal" (1) You must see to it that we are notified as soon as practicable of any actual, suspected or threatened"defect" in "your products", or any governmental investigation, that may result in a "product withdrawal". To the extent possible, notice should include: (a) How, when and where the "defect"was discovered; (b) The names and addresses of any injured persons and witnesses; and (c) The nature, location and circumstances of any injury or damage arising out of use or consumption of"your product". (2) If a"product withdrawal" is initiated, you must: (a) Immediately record the specifics of the"product withdrawal"and the date it was initiated; and (b) Send us written notice of the"product withdrawal" as soon as practicable; and (c) Not release, consign, ship or distribute by any other method, any product, or like or similar products, with an actual, suspected or threatened defect. (3) You and any other involved insured must: (a) Immediately send us copies of pertinent correspondence received in connection with the "product withdrawal"; (b) Authorize us to obtain records and other information; and (c) Cooperate with us in our investigation of the"product withdrawal". 4. For the purposes of this Coverage F, the following definitions are added to the Definitions Section: a. Defect" means a defect, deficiency or inadequacy that creates a dangerous condition. b. "Product tampering" is an act of intentional alteration of"your product"which may cause or has caused"bodily injury" or physical injury to tangible property. When "product tampering"is known, suspected or threatened, a "product withdrawal"will not be limited to those batches of"your product"which are known or suspected to have been tampered with. c. "Product withdrawal" means the recall or withdrawal of"your products", or products which contain "your products", from the market or from use, by any other person or organization, because of a CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 4 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 known or suspected"defect" in "your product", or a known or suspected "product tampering", which has caused or is reasonably expected to cause "bodily injury"or physical injury to tangible property. d. "Product withdrawal expenses" means those reasonable and necessary extra expenses, listed below paid and directly related to a"product withdrawal": (1) Costs of notification; (2) Costs of stationery, envelopes, production of announcements and postage or facsimiles; (3) Costs of overtime paid to your regular nonsalaried employees and costs incurred by your employees, including costs of transportation and accommodations; (4) Costs of computer time; (5) Costs of hiring independent contractors and other temporary employees; (6) Costs of transportation, shipping or packaging; (7) Costs of warehouse or storage space; or (8) Costs of proper disposal of"your products", or products that contain"your products", that cannot be reused, not exceeding your purchase price or your cost to produce the products; but"product withdrawal expenses"does not include costs of the replacement, repair or redesign of"your product", or the costs of regaining your market share, goodwill, revenue or profit. e. "Seller" means a person or organization that manufactures, sells or distributes goods or products. "Seller" does not include a "contractor" as defined elsewhere in this endorsement. The insurance under COVERAGE F does not apply if a loss is paid under COVERAGE G. COVERAGE G. CONTRACTORS ERRORS AND OMISSIONS 1. Insuring Agreement If you are a "contractor",we will pay those sums that you become legally obligated to pay as damages because of"property damage"to"your product", "your work"or"impaired property", due to faulty workmanship, material or design, or products including consequential loss, to which this insurance applies. The damages must have resulted from your negligent act, error or omission while acting in your business capacity as a contractor or subcontractor or from a defect in material or a product sold or installed by you while acting in this capacity. The amount we will pay for damages is described in SECTION III LIMITS OF INSURANCE. We have no duty to investigate or defend claims or"suits"covered by this Contractors Errors or Omissions coverage. This coverage applies only if the"property damage"occurs in the"coverage territory"during the policy period. This coverage does not apply to additional insureds, if any. Supplementary Payments—Coverage A and B do not apply to Coverage G. Contractors Errors and Omissions. 2. Exclusions This insurance does not apply to: a. "Bodily injury" or"personal and advertising injury". b. Liability or penalties arising from a delay or failure to complete a contract or project, or to complete a contract or project on time. c. Liability because of an error or omission: (1) In the preparation of estimates or job costs; (2) Where cost estimates are exceeded; CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 5 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 (3) In the preparation of estimates of profit or return on capital; (4) In advising or failure to advise on financing of the work or project; or (5) In advising or failing to advise on any legal work, title checks, form of insurance or suretyship. d. Any liability which arises out of any actual or alleged infringement of copyright or trademark or trade dress or patent, unfair competition or piracy,or theft or wrongful taking of concepts or intellectual property. e. Any liability for damages: (1) From the intentional dishonest, fraudulent, malicious or criminal acts of the Named Insured, or by any partner, member of a limited liability company, or executive officer, or at the direction of any of them; or (2) Which is in fact expected or intended by the insured, even if the injury or damage is of a different degree or type than actually expected or intended. f. Any liability arising out of manufacturer's warranties or guarantees, whether express or implied. g. Any liability arising from"property damage"to property owned by, rented or leased to the insured. h. Any liability incurred or"property damage"which occurs, in whole or in part, before you have completed "your work." "Your work"will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract or work order has been completed; (2) When all the work to be done at the job site has been completed if your contract calls for work at more than one job site; or (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service or maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as complete. i. Any liability arising from"property damage" to products that are still in your physical possession. j. Any liability arising out of the rendering of or failure to render any professional services by you or on your behalf, but only with respect to either or both of the following operations: (1) Providing engineering, architectural or surveying services to others; and (2) Providing or hiring independent professionals to provide engineering, architectural or surveying services in connection with construction work you perform. Professional services include the preparing, approving or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications. Professional services also include supervisory or inspection activities performed as part of any related architectural or engineering activities. But, professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you in connection with construction work you perform. k. Your loss of profit or expected profit and any liability arising therefrom. I. "Property damage"to property other than "your product," "your work" or"impaired property." m. Any liability arising from claims or"suits"where the right of action against the insured has been relinquished or waived. n. Any liability for"property damage" to"your work"if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. o. Any liability arising from the substitution of a material or product for one specified on blueprints,work orders, contracts or engineering specifications unless there has been written authorization, or unless CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 6 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 the blueprints, work orders, contracts or engineering specifications were written by you, and you have authorized the changes. p. Liability of others assumed by the insured under any contract or agreement, whether oral or in writing. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. 3. For the purposes of Coverage G,the following definition is added to the Definitions section: a. "Contractor" means a person or organization engaged in activities of building, clearing, filing, excavating or improvement in the size, use or appearance of any structure or land. "Contractor"does not include a"seller as defined elsewhere in this endorsement. 4. Deductible We will not pay for loss in any one"occurrence" until the amount of loss exceeds$250. The limits of insurance will not be reduced by the application of the deductible amount. We may pay any part or all of the deductible amount to effect settlement of any claim or"suit", and upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. 5. Cost Factor In the event of a covered loss, you shall, if requested by us, replace the damaged property or furnish the labor and materials necessary for repairs thereto at your actual cost, excluding profit or overhead charges. The insurance under COVERAGE G does not apply if a loss is paid under COVERAGE F. COVERAGE H. LOST KEY COVERAGE 1. Insuring Agreement We will pay those sums, subject to the limit of liability described in SECTION III LIMITS OF INSURANCE in this endorsement and the deductible shown below, that you become legally obligated to pay as damages caused by an "occurrence" and due to the loss or mysterious disappearance of keys entrusted to or in the care, custody or control of you or your"employees"or anyone acting on your behalf. The damages covered by this endorsement are limited to the: a. Actual cost of the keys; b. Cost to adjust locks to accept new keys; or c. Cost of new locks, if required, including the cost of installation. 2. Exclusions This insurance does not apply to: a. Keys owned by any insured, employees of any insured, or anyone acting on behalf of any insured; b. Any resulting loss of use; or c. Any of the following acts by any insured, employees of any insured, or anyone acting on behalf of any insured: 1) Misappropriation; 2) Concealment; 3) Conversion; 4) Fraud; or 5) Dishonesty. CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 7 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 3. Deductible We will not pay for loss in any one"occurrence" until the amount of loss exceeds$1,000. The limits of insurance will not be reduced by the application of the deductible amount. We may pay any part or all of the deductible amount to effect settlement of any claim or"suit"and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. SECTION I -COVERAGES, SUPPLEMENTARY PAYMENTS—COVERAGE A and B is amended as follows: All references to SUPPLEMENTARY PAYMENTS—COVERAGES A and B are amended to SUPPLEMENTARY PAYMENTS—COVERAGES A, B, D, E, G, and H. 1. Cost of Bail Bonds Paragraph 1.b. is replaced with the following: b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. 2. Loss of Earnings Paragraph 1.d. is replaced with the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$350 a day because of time off from work. SECTION II—WHO IS AN INSURED is amended as follows: 1. Incidental Malpractice Paragraph 2.a.(1)(d) is replaced with the following: (d) Arising out of his or her providing or failing to provide professional health care services. However, this exclusion does not apply to a nurse, emergency medical technician or paramedic employed by you to provide medical services, unless: (i) You are engaged in the occupation or business of providing or offering medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; or (ii) The"employee" has another insurance that would also cover claims arising under this provision, whether the other insurance is primary, excess, contingent or on any other basis. 2. Subsidiaries The following is added to Paragraph 2. e. Your subsidiaries if: (1) They are legally incorporated entities; and (2) You own more than 50% of the voting stock in such subsidiaries as of the effective date of this policy. If such subsidiaries are not shown in the Declarations, you must report them to us within 180 days of the inception of your original policy. 3. Newly Formed or Acquired Organizations Paragraph 3. is amended as follows: a. Coverage under this provision is afforded until the end of the policy period. d. Coverage A does not apply to product recall expense arising out of any withdrawal or recall that occurred before you acquired or formed the organization. CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 8 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 SECTION III—LIMITS OF INSURANCE is amended as follows: 1. Paragraph 2. is replaced with the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C: b. Damages under Coverage A, except damages because of"bodily injury"or"property damage" included in the"products-completed operations hazard"; c. Damages under Coverage B; d. Voluntary"property damage" payments under Coverage D; e. Care, Custody or Control damages under Coverage E. and f. Lost Key Coverage under Coverage H. 2. Paragraph 5. is replaced with the following: 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; b. Medical expenses under Coverage C; c. Voluntary"property damage" payments under Coverage D; d. Care, Custody or Control damages under Coverage E; e. Limited Product Withdrawal Expense under Coverage F; f. Contractors Errors and Omissions under Coverage G; and g. Lost Key Coverage under Coverage H. because of all "bodily injury"and "property damage" arising out of any one"occurrence". 3. Paragraph 6. is replaced with the following: 6. Subject to Paragraph 5. above, the higher of$300,000 or the Damage To Premises Rented To You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of"property damage"to any one premises, while rented to you, or in the case of damage by fire or explosion, while rented to you or temporarily occupied by you with permission of the owner, arising out of any one fire or explosion. 4. Paragraph 7. is replaced with the following: 7. Subject to Paragraph 5. above, the higher of$10,000 or the Medical Expense Limit shown in the Declarations is the most we will pay under Coverage C for all medical expenses because of"bodily injury" sustained by any one person. 5. Paragraph 8. is added as follows: 8. Subject to Paragraph 5. above, the most we will pay under Coverage D. Voluntary Property Damage for loss arising out of any one "occurrence" is$1,500. The most we will pay in any one-policy period, regardless of the number of claims made or suits brought, is$3,000. 6. Paragraph 9. is added as follows: 9. Subject to Paragraph 5. above, the most we will pay under Coverage E. Care, Custody or Control for "property damage" arising out of any one"occurrence" is$1,000. The most we will pay in any one-policy period, regardless of the number of claims made or suits brought, is$5,000. CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 9 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 7. Paragraph 10. is added as follows: 10. Subject to Paragraph 5. above, the most we will pay under Coverage F. Limited Product Withdrawal Expense for"product withdrawal expenses" in any one-policy period, regardless of the number of insureds, "product withdrawals" initiated or number of"your products"withdrawn is$10,000. 8. Paragraph 11. is added as follows: 11. Subject to Paragraph 5.above, the most we will pay under Coverage G. Contractors Errors and Omissions for damage in any one-policy period, regardless of the number of insureds, claims or"suits" brought, or persons or organizations making claim or bringing"suits" is$10,000. For errors in contract or job specifications or in recommendations of products or materials to be used, this policy will not pay for additional costs of products and materials to be used that would not have been incurred had the correct recommendations or specifications been made. 9. Paragraph 12. is added as follows: 12. Subject to Paragraph 5. above, the most we will pay under Coverage H., Lost Key Coverage for damages arising out of any one loss is$50,000. 10. Paragraph 13. is added as follows: 13. The General Aggregate Limit applies separately to: a. Each of your projects away from premises owned by or rented to you; or b. Each "location" owned by or rented to you. "Location"as used in this paragraph means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway,waterway or right-of-way of a railroad. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. Subparagraph 2.a. of Duties In The Event Of Occurrence, Offense, Claim, or Suit is replaced with the following: a. You must see to it that we are notified as soon as practicable of an"occurrence"or an offense which may result in a claim.This requirement applies only when the"occurrence"or offense is known to the following: (1) An individual who is the sole owner; (2) A partner, if you are a partnership or joint venture; (3) An "executive officer"or insurance manager, if you are a corporation; (4) A manager, if you are a limited liability company; (5) A person or organization having proper temporary custody of your property if you die; (6) The legal representative of you if you die; or (7) A person(other than an "employee")or an organization while acting as your real estate manager To the extent possible, notice should include: (1) How,when and where the"occurrence"or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the"occurrence"or offense. 2. The following is added to Subparagraph 2. b.of Duties In The Event Of Occurrence, Offense, Claim,or Suit: The requirement in 2.b. applies only when the"occurrence" or offense is known to the following: (1) An individual who is the sole owner; CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 10 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy COMMERCIAL GENERAL LIABILITY CGL 004 01 15 (2) A partner or insurance manager, if you are a partnership or joint venture; (3) An "executive officer" or insurance manager, if you are a corporation; (4) A manager or insurance manager, if you are a limited liability company; (5) Your officials, trustees, board members or insurance manager, if you are a not-for-profit organization; (6) A person or organization having proper temporary custody of your property if you die; (7) The legal representative of you if you die; or (8) A person (other than an "employee") or an organization while acting as your real estate manager. 3. The following is added to paragraph 2. Of Duties in the Event of Occurrence, Offense, Claim or Suit: e. If you report an"occurrence"to your workers compensation carrier that develops into a liability claim for which coverage is provided by the Coverage Form, failure to report such an "occurrence" to us at the time of the"occurrence"shall not be deemed a violation of paragraphs a., b., and c. above. However, you shall give written notice of this"occurrence" to us as soon as you become aware that this"occurrence" may be a liability claim rather than, or in addition to, a workers' compensation claim. 4. Paragraph 6. is replaced with the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Any error or omission in the description of, or failure to completely describe or disclose any premises, operations or products intended to be covered by the Coverage Form will not invalidate or affect coverage for those premises, operations or products, provided such error or omission or failure to completely describe or disclose premises, operations or products was not intentional. You must report such error or omission to us as soon as practicable after its discovery. However, this provision does not affect our right to collect additional premium charges or exercise our right of cancellation or nonrenewal. 5. The following is added to paragraph 8.Transfer Of Rights Of Recovery Against Others To Us: However,we waive any right of recovery we may have because of payments we make for injury or damage arising out of your ongoing operations or"your work" included in the"products-completed operations hazard" under the following conditions: a) Only when you have agreed in writing to waive such rights of recovery in a contract or agreement; b) Only as to the person/entity as to whom you are required by the contract to waive rights of recovery; and c) Only if the contract or agreement is in effect during the term of this policy, and was executed by you prior to the loss. 6. Paragraph 10. is added as follows: 10. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the applicable state(s). CGL 004(01 15) Includes copyrighted material of the Insurance Services Office, Inc.,with its permission. Page 11 of 11 Copyright 2015 FCCI Insurance Group. Insured Copy