The URL can be used to link to this page

Backup Documents 07/28/2009 Item #16E 9 16E 9 MEMORANDUM Date: August 17, 2009 To: Lyn Wood, Contract Specialist Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes and Records Department Re: Contract #09-5255 "SAP Document Management System Consulting & Implementation Services" Contractor: LeverX, Inc. Attached is an original document, referenced above (Agenda Item #16E9) approved by the Board of County Commissioners Tuesday, July 28, 2009. The second original contract will be held in the Minutes and Records Department with the Official Records of the Board. If you should have any questions please contact me at 252-8406. Thank you. Attachment "~.._,- ~ 2-, 16E 9 ITEM NO.:Dl'f)lz.c Q01 10 () t U:+iCI: UPJ1Ti: RECEIVED FILE NO.: <k t~; +- o..t..~_;OU~nY ATTi;riI\jFI '~ ~ d--o '1nrq f;1If' 13 AM I' c-n ROUTED TO: D,I, (J t ~ if: l".c) ,I. ;), ~ ~ J'.fVl' S fJ-'l ~/~1 DO NOT WRITE ABOVE TH LI E ....--......(. REQUEST FOR LEGAL SERVICES Date: August 12, 2009 ~ ~ To: Office of the County Attorn~ I #- Jeff Klatzkow From: Lyn M. Wood, C.P.M., Contract Specialist ~ ~ ?; I F;(-O, Purchasing Department, Extension 2667 . _ . /'- Re: Contract: #09-5255 "SAP Document Management System Consulting and Implementation Services" Contractor: LeverX, Inc. BACKGROUND OF REQUEST: This Contract was approved by the BCC on July 28, 2009, Agendc9 Item 16.E.9 This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Tracey Payne, IT ~-..."--, "_.,,,....._"..,.>~,,,.,. '~,..,~~.....r .... to _.'_.~.".... . _.~ ,..... ,,~----- - 16E 9 MEMORANDUM " TO: Ray Carter Risk Management Department FROM: Lyn M. Wood, C.P.M., Contract Specialist .:k-t Purchasing Department <' , , DATE: August 12, 2009 RE: Review Insurance for Contract: #09-5255 "SAP Document Management System Consulting and Implementation Services" Contractor: LeverX, Inc. This Contract was approved by the BCC on July 28, 2009, Agenda Item 16.E.9 Please review the Insurance Certificates for the above referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 2667. dod/LMW RECE\VEO C: Tracey Payne, IT AUG 1 2 2009 RISK MANAG~ ~Ioq .-",-.,,- ~._-"-- ~ -- ~-^...,....~ ._,.._---,..""...."~<"-' . 16E 9 mausen_g From: RaymondCarter Sent: Thursday, August 13, 2009 9:47AM To: LynWood Cc: DeLeonDiana; PayneTracey; mausen_g Subject: Contract 09-5255 "SAP Document Management System Consulting and Implementation Services" All, I have approved the Certificate of Insurance provided by LeverX, Inc. for contract 09-5255 which will now be forwarded to the County Attorney's Office for their review. Thank you, Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 -- "'-'~'-'..'-_.,. - , ... ~-".,,,-_...,..__.,,..,_._...~_..__."- www.sunbiz.org - Department of State 16E pa910f2 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List NextJ~-'l_List B~turn Toj"ist IEntity Name Search No Events No Name History Submit I Detail by Entity Name Foreign Profit Corporation LEVERX, INC. Filing Information Document Number F09000002760 FEI/EIN Number NONE Date Filed 0711 0/2009 State CA Status ACTIVE Principal Address 800 WEST EL CAMINO REAL, SUITE 180 MOUNTAIN VIEW CA 94040 Mailing Address 800 WEST EL CAMINO REAL, SUITE 180 MOUNTAIN VIEW CA 94040 Registered Agent Name & Address CORPDIRECT AGENTS, INC. 515 EAST PARK AVENUE TALLAHASSEE FL 32301 US Officer/Director Detail Name & Address Title CP LOZINSKI, VICTOR 800 WEST EL CAMINO REAL, SUITE 180 MOUNTAIN VIEW CA 94040 Title VC MENDEL, ALAN 800 WEST EL CAMINO REAL, SUITE 180 MOUNTAIN VIEW CA 94040 Title DT KUTSAK, LARISA 800 WEST EL CAMINO REAL, SUITE 180 MOUNTAIN VIEW CA 94040 Annual Reports No Annual Reports Filed Document Images http://www.sunbiz.org/scripts/cordet.exe?action=D ETFJ L&inq_ doc _ number=F090000027 6... 8/7/2009 '._"'~'--"" - -_.....,-,..""'..".__..^'.~--"'''--- , ".,.....'"~.~ -'" ""'-"^"-~-"'.'-''''''' .._.~~'. www.sunbiz.org - Department of State Page 201'2 16E 9 07/1.0/2009 =_EQIeig oJlmfit View image in PDF format I I Note: This is not official record. See documents if question or conflict. I P reyipY!lQ nL.i!l~ Next on List RetJJmIQL.ist IEntity Name Search No Events No Name History Submit I I Home I Contact us I Document Searches I E-Filing Services I Forms I Help I Copvright and Privacy Policies Copyright @ 2007 State of Florida, Department of State. http://www. sunbiz.org/scripts/cordet.exc?action=D ETFIL&inCL doc _ number= F090000027 6... 8/7/2009 -.'.,<. "'--'--<-"~>.'- ..~,'-'" .....~"""'"~---....._.""..".........~>..",.,.._,-,., --..---.--,-.,-...""" ,,-----_._.._~ -- 16E 9 RLS # 07- I~- 1J/30d.. CHECKLIST FOR REVIEWING CONTRACTS Entity Name: J...,. E. \J~.e)( } /f..JC. Entity name correct on contract? ~Yes No - Entity registered with FL Sec. of State? ~es No - Insurance Insurance Certificate attached? /Yes No - Insured registered in Florida? V Yes No - Contract # &/or Project referenced on Certificate? V Yes No ~Yes - Certificate Holder name correct (BCC)? No - Commercial General Liability General Aggregate Required $ I M.l L Provided $ 2 Ml '- Exp. Date llf, fJ I pq Products/Compl/Op Required $ Provided $ Il Exp. Date I I Personal & Advert Required $ Provided $ I MIL. Exp. Date \ , Each Occurrence Required $ Provided $ l \ Exp. Date II Fire/Prop Damage Required $ Provided $ 3 ~"J 01" Exp. Date ( , Automobile Liability Bodily Inj & Prop Required $ S"~(). 0()(7 Provided $ I M-ll... Exp Date \If'D [ oq , I Workers Compensation Each accident Required $ SOP, t1tJt'J Provided $ I ......\ l. Exp Date 8/IO{2-DI"D Disease Aggregate Required $ "' Provided $ t. Exp Date I I Disease Each Empl Required $ Provided $ LI Exp Date ( , Umbrella Liability Exp Date hI'l) foq Each Occurrence Provided $ SMlL Aggregate Provided $ , , I \ . Exp Date (I Does Umbrella sufficiently cover any underinsured portion? ~Yes No - Professional Liability Each Occurrence Required $ I ~lL Provided $ S;to. I L Exp. Date C, I'" /.).()f() Per Aggregate Required $ Provided $ L' Exp. Date L I Other Insurance Each Occur Type: Required $ Provided $ Exp Date_ County required to be named as additional insured? v""" Yes - No County named as additional insured? v-Yes - No Indemnification -LYes Does indemnification meet County standards? - No Is County indemnifying other party? Yes ~No - Performance Bond Bond requirement referenced in contract? -- Yes - No Ifattached, expiration date of bond Does dollar amount match contract? - Yes - No Agent registered in Florida? Yes No - - Signatllre Blocks Correct executor name in signature block? ~Yes - No Correct title of executor? V-Yes - No Executor authorized to sign for entity? VYes No - Proper number of witnesses/notary? tJ\~ ~Yes No Authorization for executor to sign, if necessary: Chairman's signature block? \ ~Yes No - Clerk's attestation signature block? ~Yes No County Attorney's signature block? ----.L.L... Y es No - Attachments Are all required attachments included? ~Yes No ~ ReViewer Imtlals: /, Date: 81/~ pp 04-COA-0103 222 -,..,-......",..,. --_.<,-~_.~ -,..,.,,_.~_. ,.,....,,-,..- ~.~-- ,"."._""- '"""" 16E p, 1 of 1 colli m From: LynWood Sent: Friday, August 14, 20099:16 AM To: Alan F. Mendel Cc: colli_m Subject: RE: 09-5255 SAP Document Management Just this email. Thanks, Alan. S~ From: Alan F. Mendel [mailto:alan.mendel@leverx.com] Sent: Friday, August 14, 20099:15 AM To: LynWood Subject: Re: 09-5255 SAP Document Management Lyn, All the signatures on the signature pages I sent in the FedEx to you are all originals made by me and two adults who were available in person to sign as witnesses that day. What do you need from me further to respond to the County Attorney's questioning? Alan Mendel Vice President LeverX, Inc. 800 West EI Camino Real Suite 180 Mountain View, CA 94040 Tel: (801) 453-9220 Email: Alan .Mendel@l".e-'LerX.GQffi Website: www.LeverX.GQill On Aug 14,2009, at 6:14 AM, LynWood wrote: Alan, County Attorney's office is questioning whether your signatures are original. Lyn 8/14/2009 ,._",~w.., ~- ,-..- -"<~""" ..,~ -..,...- .-.. 16E 9 Contract 09-5255 SAP Document Management System Consulting and Implementation Services CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 28th day of July, 2009, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and LeverX, Inc., authorized to do business in the State of Florida, whose business address is 800 West EI Camino Real, Suite 180, Mountain View, California 94040 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional SAP Document Management System Consulting and Implementation Services expeditiously when a need arises in connection with the SAP Document Management System; and NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSUL T ANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSUL TANT shall provide to OWNER professional SAP Document Management System Consulting and Implementation Services (hereinafter the "Services") as herein set forth. The term A-1 "-~.^'._~~ " ",.,~"---~......,,._,-~...,,-- ._,,-.. -.-- -.'-- 16E 9 "Services" includes all Additional Services authorized by written Change Orders as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $300,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. A-2 ..,- . - ~,...~-- . , . .... .....".._,,-- 16E 9 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSUL TANT pursuant to this Agreement. 1.2.5 CONSUL TANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 CONSULTANT hereby designates Alan F. Mendel as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified Information Technology professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSUL TANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the A-3 -,- '. ._.>.... ._">",,,, 'T'~"._",,,~__, "_._-~ --- 16E 9 CONSUL TANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional SAP Document Management System Consulting and Implementation Services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. A-4 ._.'. -",-"'-""" .... ... ~ -.- 16E 9 1.6 CONSUL TANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. If OWNER determines that a change in a Work Order is required because of the action taken by A-5 ..........,.. '.'"'..,,,"."-., -_.~.~---~- 16E 9 CONSUL TANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a Project Manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSUL T ANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSUL TANT as set forth in the Work Order. 3.2 The Project Manager shall: A-6 .;'"._._~~, . "c<'"_.",o""'''",,,,,,,,,, 1 .~---,._-- 16E 9 (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSUL TANT, assist CONSUL TANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing specifications, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSUL T ANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. A-7 '"'..-''''''' 16E 9 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSUL T ANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSUL TANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; 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 claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSUL T ANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. A-8 ~ _.t ~..'^.o_"..__.._." 16E 9 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from July 28, 2009 through two (2) years from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional two (2) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSA TION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSUL TANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on A-9 """"""'I _u ~~. .,~..,- --'-""-'" ~;"'-----" 16E 9 the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule may be updated by mutual agreement, in conjunction with the renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSUL TANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSUL TANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. A-10 .__."~,,_.~-, ..~-~-----,-,--- -~" 16E 9 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 CONSUL TANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSUL T ANT will be deemed to be a reimbursable expense. 5.3 CONSUL TANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. A-11 "" ~ -""....,~"..,' .,. .......~ '-"._..' '"~"'~"""'-O"""~"'_.~__'"...,..._._,..__..,~__.. 16E 9 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSUL TANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSUL TANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSUL TANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or task. CONSUL TANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. A-12 -- ......., _,.<<_w;,.....,., 4 16E 9 ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as otten as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSUL TANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, A-13 .".';"'- ".~^.<,,~,.~~.,--._~-....~...~ 16E 9 but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. A-14 -^._-~ ____M_ "_A__,_ -- ~".... ~,,-."'- 16E 9 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSUL T ANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSUL TANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. A-15 -'_......~ 4> .. ~....c'_.._.,..c__,_...,.."_ . -----",...., ...... -- 16E 9 ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be considered CONSULTANT'S staff for the services to be delivered under this Agreement. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSUL T ANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the A-16 ~,.~ . 'c'_"".,_~..,-.. -..""........ . ... . -- 16E 9 OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSUL TANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSUL T ANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. A-17 .- -,,-,.,~. -..,,'-,,~, ~~'-"'"'-""'--"'--"" .~._-"_.__... 16E 9 ARTICLE 12 TERMINA TION OR SUSPENSION 12.1 This Agreement is a contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSUL TANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSUL TANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSUL TANT seven (7) calendar days' written notice of the material default. A-18 .--... "\1<V'<I . 16E 9 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. A-19 MV '- ~o."'~.._ "~~""""'" -.,- 16E 9 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSUL T ANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the OWNER payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. A-20 ... T rv . .,,,,,"'~~ -.." ~ 16E 9 ARTICLE 13 CONFLICT OF INTEREST 13.1 CONSUL TANT 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. CONSUL TANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 14 MODI FICA TION 14.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 15 NOTICES AND ADDRESS OF RECORD 15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Telephone: 239-252-8407 Fax: 239-252-6584 A-21 . '-',-, 11' -"'<i -- 16E 9 15.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: LeverX, Inc. 800 West EI Camino Real, Suite 180 Mountain View, California 94040 Attention: Dr. Victor Lozinski, CEO Telephone: 650-969-4405 Fax: 650-887-0410 15.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 16 MISCELLANEOUS 16.1 CONSUL TANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 16.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 16.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. A-22 , .-..,.------ ~ . -_.. -- 16E 9 16.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 16.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 16.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 16.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 16.9 This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, RFP #09-5255 Specifications/Scope of Services, Schedule A - Work Order, Schedule B - Fee Schedule and Schedule C - Insurance Coverage. ARTICLE 17 APPLICABLE LAW 17.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. 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 A-23 ,.,.h '''<In .,.",....,........--.^"'... .. 16E 9 or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 18 DISPUTE RESOLUTION 18.1 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 CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER 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 CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'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. 18.2 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. A-24 .~,..<< - ..--., 11..... "'___ 16E 9 ARTICLE 19 IMMIGRATION LAW COMPLIANCE 19.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sea. and regulations relating thereto, as either may be amended. Failure by the Consultant 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. IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for SAP Document Management System Consulting and Implementation Services the day and year first written above. ATTEST: . BOARD OF COUNTY COMMISSIONERS FOR Dwight E;.B,bbR~flGlerk COLLIER COUNTY, FLORIDA, ," . .... (I () By: ~~~oc. .d~ Ijj.~ Date:~~, ~)O~,,) ~ By: AUeR,... wLtI'e,~ . Donna Fiala, Chairman .t.......... ..i,J.)'o Approved as to form and le~~eL21.c.u L b(~iD:Z ~ZJi744 Witne s Tiffinv Owens Alan F. Mendel. Vice President Typed Name and Title Typed Name and Title Item # '1.e.E9 ~~ ~~:da j- IB 1ff itne s - Kim Kehl Typed Name and Title :~d 8-n:Q1 A-25 -".,.--,-.- - 16f 9 SCHEDULE A Work Order Agreement for SAP Documents Management System Consulting and Implementation Services, Dated: ,20_ (RFP 09-5255) This Work Order is for SAP Document Management Consulting and Implementation Services for work known as: The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II - * Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _X_Time & Material (established hourly rate - Schedule B) _Cost Plus Fixed Fee, as provided in the attached proposal. (Define which method will be used for which tasks) Task I $ Task II $ Task III $ TOTAL FEE $ Method of Compensation: (by task, by deliverable) Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "An of the original Contract Agreement. PREPARED BY: name and title Date APPROVED BY: Department Director, Department Name Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-26 ------ . ....._ II"" --"..... -~,,,_.-. --___ v. _rA 16E 9 SCHEDULE B Collier County Fee Schedule RFP 09-5255 "SAP Document Management System Consulting and Implementation Services" Position/Job Title Area of Expertise Hourly Hourly Rate Rate Onsite Offsite Sr. PLM Consultant Knowledgeable across a wide $185 $185 variety of SAP PLM functions. This includes OMS, cProjects, cFolders, RPM, OMS infrastructure components (content server, cache server, conversion server), and workflow. This resource is considered a lead architect Basis Consultant Supports the installation SAP $165 $165 infrastructure components, including content server, cache server, and TREX. RPM/cProjects/cF olders Expert in the area of $165 $165 Consultant RPM/cProjects/cFolders. Works with client to identify business requirements. Based on business requirements, able to identify impact to SAP system based and make necessary configurations to achieve goals. OMS Consultant Expert in the area of SAP OMS. $165 $165 Works with client to identify business requirements. Based on business requirements, able to identify impact to SAP system based and make necessary confiQurations to achieve Qoals. Workflow/ABAP Supports the development of $165 $120 Consultant workflow and any reports or enhancements in the SAP system. B-1 "- . _""......._._._,.__"'____..".__._'.'..0.._."__ '" -- 16E 9 3r Part Conversion Support the installation of 3r $200 $200 Software Consultant party conversion software for neutral file eneration. Records Management Expert in the area of SAP RMS. $165 $165 Consultant Works with client to identify business requirements. Based on business requirements, able to identify impact to SAP system based and make necessary confi urations to achieve oals. This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support and other services shall be mutually negotiated by the County and firm on a project by project basis as needed. B-2 ..........- .. - - -",--. ~.,.....<.,~- - 16E 9 SCHEDULE C INSURANCE COVERAGE (1 ) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Ce rtifi cates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or C-1 --,,-_........ - . . ."-""._~.""~''''''''''''-- - -- 16E 9 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 _1 ,__,,""c.m.,...... " -v - 16E 9 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSUL T ANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSUL TANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No - (1 ) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 ".,., 17'l .,.".~.._'"'"- 16E 9 a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability X $500,000 Each Accident -- $500,000 Disease Aggregate $100,000 Disease Each Employee - $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable _X_ Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes _ No (1 ) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including C-4 ",_. '"''''*'"-"'' ....... 16E 9 Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: _ General Aggregate $300,000 Products/Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 _ General Aggregate $500,000 Products/Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 _X_General Aggregate $1,000,000 Each Occurrence $1,000,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies Insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSUL TANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or its designee. (3) The OWNER shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. C-5 -'-. ... ~,-,,".".""- ~'-...., ~,.._","." --qo.."..- ._-,,"" 16E 9 (4) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. _ Applicable _X_ Not Applicable (5) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable _X_ Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? _X_ Yes _ No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: _X_ Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 C-6 ^--.. ~"_..~ _.~--- \_-~"''''''''._--~'''.. ~4:>.. 16E 9 UMBRELLA LIABILITY (1 ) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_ Yes _ No (1 ) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate _X_ $1,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate _ $5,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. C-7 ~~,"-'".. ""_~"""..,, """_~"'<O'_ "-'-"'~'"'' - ~ .. ,- 16E 9 (3) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. C-8 ,....----. '" -~,-,"",.,--,--"'- 3124S Leverx, Inc. Acord Certificate (page 1 on) 1/~ E4:49 p9 ACORo'M CERTIFICATE OF LIABILITY INSURANCE I DA~/712009 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION TECHINSURANCE ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE . HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1301 Central Expy South, SUite 115 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Allen, TX, 75013 (SOO) 66S-7020 1 INSURERS AFFORDING COVERAGE ~.____.._ ._______n__._'__________ ________..-------L._ ___.____..__n_...__..._.__."'..__.__n______________ -.--~--~.,-...,-~- INSURED U.~:3URER A: CNA __________ ______________ LSOeOveWrx'EllnCc. . R I S ISO 1.~f'!SURER B TI1~H<lI1for.d ------------ . ammo ea, te INSURER C ACE-Amencan Mountam View, CA 94040 --.---------~---------- INSURER D: _______...___~_____ ______n____ _,__._____________ ___.'.__ INSURER E COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~~: TYPE OF INS~RANCE r-~;;~~C~ NU~BER P~;+~~~~f~g,w~TF'g1WFV;W,b~~N --------- LIMITS ------ GENERAL LIABILITY i EACH OCCURRENCE 1$ 1,000,000 rx ii:i;iiAGE TO RENTED -'--300 000 f.--~.s>MMERCIALGENERAL LIABILITY 2090970044 111l0/200S 11/10/2009 l'REMlSE:W:aJlCC"~onco\ $ , f.--tJ CLAIMS MADE ~ OCCUR _MiQ.EXP (A"L".ne personL__ $ 10,000 A PERSONAL & ADV INJURY $ 1,000,000 f.-- ---- ----- I GENERAL AGGREGATE $ 2,000,000 1-- ------- --..------------ -.--.-- GEN'L AGGREGATE LIMIT AP:"c~ PER PRO_D~c:;T~.:.S'OMP/OP AGG $ 2,000,000 _._ iXl. POLICY n ~~i?T I i LOC ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ $1,000,000 ANY AUTO (Ea aCCident) 1- ALL OWNED AUTOS 2090970044 11110/2008 1111 0/2009 f.-- BOOILY INJURY $ A f-=-. SCHEDULEO AUTOS {Per person)_____~ X f.-- HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) f.-- ------~ --- ------------~ 1- ip~~~;c~~gAMAGE $ ARAGE L1ABILlTY~U_T?_ONL Y - EA ACCIDENT S I I ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE S 5,000,000 ~ OCCUR CJ CLAIMS MADE 2090970044 111l0/200S 11110/2009 r~G~R_EG~________L~-5,000,000 A I $ -- DEDUCTIBLE 1- - - - -- . - .------ $ , 1--- ---.-- , X ! RETENTION $ 10,000 ! I $ X I WC STATU- I 10TH- WORKERS COMPENSAnON AND i____J_TORY LIMITS IER EMPLOYERS' LIABILITY - ' B 46WECPI7)2S 8/10/2009 8/10/2010 '_~L-'-E..A.c:.H_~c;s:'__[)Et_I~____$ 1,000,000 .E~'OISE~s..E..~5~...EMPL(~'CEE LIJl.9.Q,OOO EL DISEASE - POLICY LIMIT $ 1,000,000 OTHER I CLAIMS-MADE C PROFESSIONAL LIABILITY G2159426A002 6/7/2009' 6/7/20 I 0 OCCURRENCE $5,000,000 (Errors & Omissions) AGGREGATE $5,000,000 FIDELITY BOND (Third Party Employee Dishonesty) EACH OCCURRENCE 1 EMPLOYMENT PRACTICES LIABILITY i EACH OCCURRENCE DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Collier County Board of County Comissioners and the Board of County Commissioners is named as an additional insured with respects to General Liability policy, automobile liability and umbrella excess liability coverage. Waiver of subrogation in favor of the certificate holder with regard to tr general liability coverage. t'J 9- .5.255 CERTIFICATE HOLDER I X I ADDITIONAL INSURED; INSURER LETTER: A CANCELLA TION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN CBollider Cfocunty C .. d hBOCC* NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL oar 0 ounty ommlSSlOners an t e 2800 N. Horseshoe Drive IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Naples, FL 34104 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ;;~h", _ /'~~_ ACORD 25-S (7/97) @ACORDCORPORATION 1988 _._.,.._,,_~..'___o__ __..~ ~--..__,~_O- ..... '.,. ."......,