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#18-7383 (Explus, Inc.) MULTI-CONTRACTOR AWARD AGREEMENT # 18-7383 for Museum Exhibit Design Fabrication and Installation •THIS AGREEMENT, made and entered into on this 2 day of 461, 2015_, by and between Explus, Inc. , authorized to do business in the State of Florida, whose business address is 44156 Mercure Circle, Sterling, VA 20166 , (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 I■I upon the date of Board approval , and terminating three (3 ) year(s) from that date or until all outstanding n Purchase Order(s) n 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 one (1) additional three ( 3 ) 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 [Notice to Procecd. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I1I Request for Proposal (RFP) ❑ Invitation to Bid (ITB) ❑ Other ( ) # 18-7383 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. UI 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 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 ii The procedure for obtaining Work under this Agreement is outlined in Exhibit A — Scope of Services attached hereto. I The procedure for obtaining Work under this Agreement is outlined in ❑■ 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. U Contractor's quoted '_ _ - _ __ -e _ _• _ _ _ _ _ • : e _ :. 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". E The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), -- -e- - . - -- - - - :--• - •-- -- - e .: - •- - - -- -- ' ' see -- - - "-- in Section 1.1. fl - - - - e '- e -e -- - - - e_ .-e e _ - - _ . • : e . •-- -- - - - - -- -- - - - - - - - - -- - et e e --- . . - - - - _ _ •- -1:••= - Chapter 218, Fla. Stats., 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. • Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. Page 2 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 CA labor, materials, equipment, ovcrh ad, etc.) for a repetitive product or service delivered (i.e. 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 . - .. - - - - - • _ - -- -- - Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage Q $0.4411.5 per mile rvrea cfast $6.$000 hunch $44-90 Dinner $10.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard size vehicles �e +ng Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Reimbursable items other than travel expenses shall be limited to the following: telephone long distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this 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# 85-8015966531 C. • Page 3 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 CA 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: Explus, Inc. Address: 44156 Mercure Circle Sterling, VA 20166 Authorized Agent: Lorrie T. Andrews, CFO Attention Name & Title: Telephone: (703) 260-0780 E-Mail(s): sales@explusinc.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: Amanda Townsend Division Name: Museum Division Address: 3331 Tamiami Trail East Naples, Florida 34112 Administrative Agent/PM: Amanda Townsend Telephone: (239) 252-8476 E-Mail(s): Amanda.Townsend@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. IUB 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. n 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. n 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. 43-❑ Professional Liability Shall be maintained by the Contractor to ensure its legal liability for shall have limits of not leaf than $ each claim and aggregate. ❑ C ber Liabilit : Coverage shall have minimum limits of$ per claim. l= ❑ : 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 CA 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 Museum 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 C-3 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), ❑■ Exhibit A Scope of Services, ❑ Exhibit B Fcc Schedule, • RFP/❑ITB/I I Other # 18-7383 , including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes and corresponding contract documents, Exhibit C-1 Public Payment Bond, C Exhibit C-2 Public Performance Bond, Exhibit D - Release and Affidavit Form, ❑I Exhibit E— Form of Contract Application for Payment, ❑ Exhibit F - Change Order, U Exhibit G - Certificate of Substantial Completion, ❑I Exhibit H - Certificate of Final Completion, El Exhibit I - Warranty, and W. Other Exhibit/Attachment: Work Assignment Procedure 17. APPLICABILITY. Sections corresponding to any checked box (1111) 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 Ver.1 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. U 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. 0 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. W11 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. U 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. 0 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 CA 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. n 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. II 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. IN 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. II 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. n 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. ❑ . . • - 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 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 Personnel unless the following conditions arc met: (1) Proposed replacements have substantially in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. ❑� 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. IN 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. . - . _ . _ - I - - • — • •- - -• - - -- •- -- .. --- - - - Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 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 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. n 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.1 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF CO y', OMMISSIONERS COLLIER 0461 , FLO- Crys Ktn C of Courts ...ilk, By: " - By: Will.4 m L. McDaniel Jr. , Chairman Dated: Ot;''stf Chairman's -.(SEAL) ,argue+tire only. Contractor's WWWl,,tnesses: Explus, Inc. Contractor By: ,�C . _ k-.�—— _..� ntractor's First Witness ------�, `gnat e Lor ie ' , A David 4r-1 N ocKb(5 TType/print signat re and titleT CF TType/print witness nameT . _-_-4,-yir: , Contractor's Second Witness 6/ X46.)./� TType/print witness name pro d as tonnd_Legality: Ay County Attorney SI of- a % L Print Name Page 16 of 33 Multi-Contractor Award Agreement 2017.006 Ver. Exhibit A Scope of Services I. following this page (pages 1 through 3 ) Li this exhibit is not applicable Page 17 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 18-7383 "Museum Exhibit Design Fabrication and Installation" SCOPE OF SERVICES This award is to provide museum and historical artifact exhibit design, fabrication and installment services for temporary and permanent exhibits for any current or future exhibit locations. Examples of planned projects include but are not limited to: Collier Museum at Government Center: The Museum wishes to incorporate two, lockable, durable and moveable educational carts in its permanent exhibit hall. The carts would be made available to docents when touring school groups and should appeal to elementary to high school age students. Content to be developed by the museum's educator. Museum of the Everglades: The Museum of the Everglades is the town of Everglades City's former commercial laundry, built in 1927 and consists of approximately 1,600 square feet of exhibit area, divided into separate areas of various sizes and dimension. These include a reception lobby,main exhibit gallery and multi-purpose theater area. The museum was last updated approximately 14 years ago, integrating graphic panels, exhibit caseworks and themed elements relating the history of Everglades City and the Ten Thousand Islands into these spaces. The County will require the development of a new Master Plan for the museum that would include the replacement and / or upgrade of existing exhibits, to be coordinated with facility improvements, to more effectively serve the public and meet the needs of staff. This would be a phased project spanning several years, subject to the availability of annually budgeted funds. Naples Depot Museum: The Naples Depot Museum resides in the former Seaboard Airline Railway station, which welcomes the first passenger train in January 1927. This National Register building officially reopened as a museum in 2011, having gone through an extensive restoration converting the building to the original floorplan. The museum's approximately 8,000 square feet explores the transportation history of Collier County while also telling Naples' story. Project I: Design, fabricate and install permanent case features and other miscellaneous items. • Labels, case graphics, risers, etc. with a consistent theme for all exhibition cases and displays. • Vintage phone vitrine and installation. • Three Seminole license plates vitrine and installation. • Hotel case—stage case to look like hotel lobby—keys,mail, check-in sign, luggage,rug,wallpaper, wainscoting, etc. • Create barrier for beach chair display. • Fabricate new Swamp Buggy exhibition case to accommodate recent donations. • Graphics for back restrooms. Project II: Interactives • Utilizing the various means of transportation, create an interactive display available to diverse audiences. • Incorporate small interactives throughout the museum to create a cohesive story through new learning medium. • Virtual display/touch screen that showcases the interior of our train cars that are not accessible to all patrons. Page 1 of 3 e Immokalee Pioneer Museum: The Immokalee Pioneer Museum at Roberts Ranch is one of south Florida's most intact examples of an authentic early twentieth century cattle ranch, grove and pioneer farmstead. The site is comprised of a collection of 15 vernacular structures across 13 acres. The Master Plan will be a phased plan for expansion of the interpretation to create more engaging and participatory experiences that encourage exploration of underrepresented histories; define flexible and intentional learning spaces,including adaptive reuse of at least two historic structures;create a more coherent and unified circulation pattern focused on the visitor experience,use patterns and way-finding; and more strongly integrate connections between the historic site and other opportunities and amenities, including event spaces, community garden space, and a cultural landscape. The Master Plan and Concept Design at the schematic level will specifically focus on 1) Expansion of interpretive exhibits into the Horse Barn to invite reflection on cattle ranching over the last century,2)Expansion of interpretive exhibits into the Cowboy Bunkhouse to develop and present stories of key families that worked at Roberts Ranch through time, 3) Enhancement and/or replacement of grounds interpretive signage to better connect the museum to its cultural landscape and changes in the agricultural industry (people, plants, pests). Site master planning is intended to include an open design; although the visitor experience might be enhanced by following a specific directional flow, it would not be impacted negatively for those who prefer to wander at will. The selected Contractor(s)shall provide the following services,at the County's request on an"as needed basis" in accordance with budget requirements including but not limited to: • Meet with County project manager to discuss the exhibit and begin outlining the scope of the project. • Provide design services for temporary and permanent Museum displays. This scope of the design, creation and fabrication shall include, but not be limited to the following: • Design/Development and Related Services • Production of Exhibit Fabrication Documents and CAD drawings • Fabrication Services and Delivery to site • Installation and Mounting • Miscellaneous: • Survey &Layout • Permitting • Job Site Cleanliness • Management& Supervision • Project Record Documents; As-Built Surveys, including progress photographs and exhibit copy in usable formats • Drawings • Code Compliance • Temporary Protection • Scaffolding • Coordination with Others • Owner Furnished/Design/Builder Installed(OF/CI)Items • Warranties: The contractor must warranty the work completed for a minimum of 1 year following the completion of this project. Any call-back or remediation work will be completed at no charge to Collier County. • Provide the Collier County Museum with a complete and comprehensive exhibit design and building plan in strict accordance with the design criteria and specifications set forth in the RFP. The Exhibit Designer/Fabricator/Installer shall prepare and provide a Conceptual Exhibit Plan, Design Development documents, Fabrication/Shop Drawings, Manufacturer's Specification cut sheets, Fabrication/Installation Documents, and Post-Design Services. Conceptual master plan design documents should include: • Scaled floor plan with color: ''A" = 1' (with labeled component description item numbers for location identification), • Three(3)perspective color views 11"x 17,"and Page 2 of 3 • Component descriptions list. • Provide subcontractors who are to furnish materials or equipment fabricated to any special design)proposed for such portions of the work as may be designated in the future proposal(s) for work including, but not limited to: • Caseworks, ■ Graphics, Graphics design and reproduction, • Acrylic Fabrication, ■ Metal Fabrication, • Glass Fabrication, • Electrical Components, • Audio visual Components, and • Lighting and Fiber Optics • Present fabrication and installation services and prices and schedule for the exhibits identified. Pricing proposal should itemize design, fabrication and mounting, installation and project management services, including all labor and materials for contractor and subcontractor. • Proceed with fabrication once approved by the Museum project manager. • Coordinate the integration and installation of exhibits and historical objects according to the schedule provided, including, but not limited to: • Project manager must be on-site during the entire installation, • Project manager shall conduct weekly construction/progress meeting during installs, • Project manager must provide a schedule for installations, • Project manager shall address all warranty for the installation for at least one year;warranty work phone calls to the contractor must be responded to within eight business hours, and • Protect the exhibits and historical artifacts from theft, damage from visible and non-visible light spectrums, humidity,ambient air quality,temperature and environmental conditions,corrosive reactions and interacting materials. • Provide exhibit elements and caseworks that are flexible in design; provide techniques for mounting graphics and themed elements should be of a nature as to minimize penetrations and damage to the building's original walls; and provide for easy and routine maintenance and cleaning by Museum staff. Page 3 of 3 0 Exhibit B Fee Schedule n following this page (pages through ) �I this exhibit is not applicable Page 18 of 33 Multi-Contractor Award Agreement 2017.006 Ver.1 CAO Exhibit C-1 U 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 CM) 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 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 S f 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 a 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 S 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 CAO (l 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.1 (-1 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 ❑ this exhibit is not applicable EXHIBIT F CHANGE ORDER El 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/01 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 In Add new task(s) ❑ Delete task(s) ❑ Change task(s) In 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 e ❑ 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.1 0 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 0 ❑ 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 0 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 C ❑ 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 (-7,()) Other Exhibit/Attachment Description: Work Assignment Procedure 0 following this page (pages 1 through 1) n this exhibit is not applicable Page 33 of 33 Multi-Award Agreement 2017.006 Ver.1 CAO 18-7383-"Museum Exhibit Design Fabrication and Installation" WORK ASSIGNMENT PROCEDURES County will obtain quotes from all awarded Contractors for all projects awarding to the lowest qualified price. 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 ARD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) ‘,....------ 2/14/2019 E THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh&McLennan Agency LLC PHONE Johanna Moore FAX 5500 Cherokee Ave IA/c.No.Ext): 757-456-0577 (A/C,No):757-456-5296 Suite 300 E-MAIL ADDRESS: certificates@marshmma.com Alexandria VA 23294 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Insurance Co.of the Midwest 37478 INSURED EXPLUINC INSURER B:Hartford Fire Insurance Company 19682 Explus, Inc. 44156 Mercure Circle INSURER c:Hartford Casualty Insurance Company 29424 Dulles VA 20166-2000 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1948311495 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 ADDL SUBR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER /YPOLICY EFF POLICY EXP LIMITS (MM/DDYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y 42UUNNL7258 7/1/2018 7/1/2019 EACHOCCURRENCE _ $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X 'E C LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 42UUNNL7258 7/1/2018 7/1/2019 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) _ _ X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident AUTOS ONLY AUTOS ) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ X Comp$1,000 X Coll$1,000 $ C X UMBRELLA LIAB X OCCUR 42RHUNL6890 7/1/2018 7/1/2019 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ A WORKERS COMPENSATION 42WEEL7900 7/1/2018 7/1/2019 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $500,000 OFFICER/MEMBEREXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 B Installation Floater 14MSN14105 7/1/2018 7/1/2019 Limit $1,000,000 Leased/Rented Limit $175,000 Ded $2,500 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:For any and all work performed on behalf of Collier County Collier County Board of County Commissioners is included as Additional Insured under the General Liability and Automobile Liability with respect to work performed by the insured if required by written contract for the referenced job and/or contract.The General Liability applies as primary and non-contributory to the additional insured's own liability coverage if required by written contract. 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 3295 Tamiami Trail E. Naples, FL Tamiami AUTHORIZED REPRESENTATIVE ciddic r I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD