#08-5017 (EarthBalance Corp.)
A G R E E MEN T 08-5017
for
Countywide Exotic Vegetation Removal
THIS AGREEMENT, made and entered into on this i {th day of Nl...n:ltI 2008, by and
,
between EarthBalance Corporation authorized to do business in the State of Florida, whose
business address is 2579 North Toledo Blade Boulevard, North Port, Florida 34289,
hereinafter called the "Contractor" and Collier County, a political subdivision of the State of
Florida, Collier County, Naples, hereinafter called the "County":
WIT N E SSE T H:
1. COMMENCEMENT. This Agreement shall commence on the date of approval by the
Board of County Commissioners and shall terminate one (1) year from that date.
The County may, at its discretion and with the consent of the Contractor, renew the
Agreement under all of the terms and conditions contained in this Agreement for two
(2) additional two (2) year periods. The County shall give the Contractor written notice
of the County's intention to extend the Agreement term not less than ten (10) days prior
to the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Contractor shall perform exotic vegetation removal in
accordance with the terms and conditions of RFP #08-5017 and the Contractor's
proposal referred to herein and made an integral part of this agreement. This
Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the
Contractor and the County project manager or his designee, in compliance with the
County Purchasing Policy and Administrative Procedures in effect at the time such
services are authorized.
3. COMPENSATION. As the County identifies certain Services it wishes Contractor to
provide pursuant to the terms of this Agreement, the County shall request a quotation
from one or more Contractors for such Services, said quotation 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 Purchase Order shall be prepared which incorporates
the terms of the understanding reached by the parties with respect to such Services.
Page lof6
It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by the County and that the County does not
represent or guarantee unto Contractor that any specific amount of Services will be
requested or required of Contractor pursuant to this Agreement.
4. The County shall pay the Contractor for the performance of this Work pursuant to the
quoted price offered by the Contractor in his response to a specific Request for
Quotation. Any County agency may utilize the service offered under this contract,
provided sufficient funds are included in their budget(s).
Payment will be made upon receipt of a proper invoice and upon approval by the Project
Manager or his designee, and in compliance with Section 218.70, Fla. Stats., otherwise
known as the "Florida Prompt Payment Act".
4. NOTICES. All notices from the County to the Contractor shall be deemed duly served
if mailed or faxed to the Contractor at the following Address:
EarthBalance Corporation
2579 North Toledo Blade Blvd.
North Port, FL 34289
Attn: Francis J. Clancey
Telephone: 941-426-7878
Facsimile: 941-426-3673
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 34112
Attn: Steve Carnell, Purchasing/GS Director
Telephone: 239-252-8371
Facsimile: 239-252-6584
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.
5. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Contractor or to constitute the Contractor as
an agent of the County.
Page 2 of6
6. PERMITS: LICENSES: TAXES. ln compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. Payment
for all such permits issued by the County shall be processed internally by the County.
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. ln 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.
7. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever, county facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. ln the event of such violation by the Contractor
or if the County or its authorized representative shall deem any conduct on the part of
the Contractor to be objectionable or improper, the County shall have the right to
suspend the contract of the Contractor. Should the Contractor fail to correct any such
violation, conduct, or practice to the satisfaction of the County within twenty-four (24)
hours after receiving notice of such violation, conduct, or practice, such suspension to
continue until the violation is cured. The Contractor further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
8. TERMINATION. Should the Contractor be found to have failed to perform his
services in a manner satisfactory to the County as per this Agreement, the County may
terminate said agreement immediately for cause; further the County may terminate this
Agreement for convenience with a thirty (30) day written notice. The County shall be
sole judge of non-performance.
9. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
10. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000
Per Occurrence, Combined Single Limit for Bodily lnjury Liability and Property
Damage Liability. This shall include Premises and Operations; lndependent
Contractors; Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily lnjury Liability and Property
Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned
Vehicles and Employee Non-Ownership.
Page 3 of6
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000
for each accident.
Special Requirements: Collier County shall be listed as the Certificate Holder and
included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall
be maintained by Contractor during the duration of this Agreement. Renewal
certificates shall be sent to the County thirty (30) days prior to any expiration date.
There shall be a thirty (30) day notification to the County in the event of
cancellation or modification of any stipulated insurance coverage.
Contractor shall insure that all subContractors comply with the same insurance
requirements that he is required to meet. The same Contractor shall provide
County with certificates of insurance meeting the required insurance provisions.
11. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor/Vendor/Consultant shall indemnify and hold harmless Collier County, its
officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused
by the negligence, recklessness, or intentionally wrongful conduct of the
Contractor/Vendor/Consultant or anyone employed or utilized by the
Contractor/Vendor/Consultant in the performance of this Agreement. This
indemnification obligation shall not be construed to negate, abridge or reduce any other
rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
12. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Transportation Stormwater Department.
13. 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.
14. COMPONENT PARTS OF THIS CONTRACT. 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, Bid/RFP #08-5017
Page 4 of6
15. 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.
16. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or
individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee,
service or other item of value to any County employee, as set forth in Chapter 112,
Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County
Administrative Procedure 5311. Violation of this provision may result in one or more
of the following consequences: a. Prohibition by the individual, firm, and/ or any
employee of the firm from contact with County staff for a specified period of time; b.
Prohibition by the individual and/ or firm from doing business with the County for a
specified period of time, including but not limited to: submitting bids, RFP, and/ or
quotes; and, c. immediate termination of any contract held by the individual and/ or
firm for cause.
17. IMMIGRATION LAW COMPLIANCE. By executing and entering into this
agreement, the Contractor is formally acknowledging without exception or stipulation
that it is fully responsible for complying with the provisions of the Immigration
Reform and Control Act of 1986 as located at 8 USe. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the Contractor to comply with
the laws referenced herein shall constitute a breach of this agreement and the County
shall have the discretion to unilaterally terminate this agreement immediately.
18. 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.
19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. 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.
21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to
this contract upon satisfactory negotiation of price by the Contract Manager and
Contactor.
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IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first
above written,
ATTEST:
Dwight E, Brock, O~rk of Courts
'. 7" i,.A
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
Dated:
Atttst~~'''ll'lllll .
slgn.tIn 0Il1~
By:
EarthBalance Corporation
Contractor
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By:
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I Sig ture
First Witness
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Secon itness-
Francis J. Clancey
V.P., Chief Operating Officer
Typed signature and title
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Approved as to form and
legal sufficiency:
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Assistant County Attorney
Print Name
Page 6 of6
ACORD. CERTIFICA TE OF LIABILITY INSURANCE CSR TR I DATE (MMIDDIYYYY)
EARTH-2 03/03/08
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Lykes Insurance, lnc HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
400 N, Tampa St., Suite 2200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
Tampa FL 33602
Phone: 813-223-3911 Fax:813-221-1857 INSURERS AFFORDING COVERAGE NAIC#
INSURED .
INSURER A Westfield Insurance CO
INSURER B Bridgefield Employers Ins Co, 10701
South Shore Landscaper LLC DBA INSURER C Houston Casua~~Y__.~!1_s . Co,
EarthBalance Co~orat~on .--..---
2579 North Toledo Blade Blvd INSURER 0
Northport FL 34286 ---
INSURER E
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTW1THSTANDING
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 SHOVV'N MAY HAVE BEEN REDUCED BY PAID CLAIMS
----.- ~~~~T,i~r6.r~lE I P8k~1tlij~b~~qwr-
LTR NSR TYPE OF INSURANCE POLICY NUMBER LIMITS
~NERAL LIABILITY EACH OCCURRENCE .1000000
A X X COMMERCIAL GENERAL LIABILITY CMM4053914 08/23/07 OB/23/08 ~~,",.A"-' 'u. <eN .150000
~~MISES (Ea occurence)
I CLAIMS MADE [!J OCCUR MED EXP (Anyone person) .10000
~ Contractual Liab I PERSONAL & ADV INJURY .1000000
.-.-.
f-- GENERAL AGGREGATE . 2000000__
I ----_..~-,.,_._..
n'l AGG~~E LIMIT APFr PER ~~~UCTS - COMP/OP AGG .2000000
POLICY X ~rg;T LOG Emp Ben, 1000000
AUTOMOBILE LIABILITY , I COMBINED SINGLE LIMIT
A x-l ANY AUTO CMM4053914 08/23/07 08/23/08 (Eaaccident) .1,000,000
~ I -----
- ALL OVV'NED AUTOS BODILY INJURY
.
I SCHEDULED AUTOS (Per person)
- - ------------- - .- ---- --~~._---
.Jt.. HIRED AUTOS BODILY INJURY
.
.Jt.. NON-OVV'NED AUTOS (Per accident)
-.----.-- -. -..-..-
.- I PROPERTY DAMAGE .
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT .
==i ANY AUTO ..
OTHER THAN EA ACC .
AUTO ONLY AGG .
EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE .10,000,000
A ~ OCCUR D CLAIMS MADE CMM4053914 08/23/07 08/23/08 AGGREGATE ...1()L()QO, OO~
-.,.-
I .
~ DEDUCTIBLE I .
X RETENTION .0 I .
WORKERS COMPENSATION AND , X ITORYlIMITS I XIUE~-
,
B EMPLOYERS' LIABILITY I 0830-37583 04/01/08 04/01/09 .1000000
ANY PROPRIETOR/PARTNER/EXECUTIVE E l. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? ~~_ASE - EA EMPLOYEE , 1000000
If yes. describe under I
SPECIAL PROVISIONS below El. DISEASE - POLICY LIMIT .1000000
OTHER
A I Property Section CMM4053914 08/23/07 08/23/08 Various Various
E Professional Liab H70610784 02/18/08 02/18/09 Prof Liab 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Re: Contract No, 08-5017
Collier County Board of County Commissioners is included as additional
insured with respect to General Liability,
CERTIFICATE HOLDER
CANCELLATION
COLLlE-
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AU D R
@ ACORD CORPORATION 1966
Collier County Board of
County Commissioners
3301 Tamiami Trail E, B1dg, G
Naples FL 34112
ACORD 25 (2001/06)
EXHIBIT A -I Contract Amendment # 08-5017
"Annual Contract for Countywide Exotic Vegetation Removal"
This amendment, dated ~ /7, 2008 to the referenced agreement shall be by and between
the parties to the original agreement, Earth Balance Corporation to be referred to as "Contractor"
and Collier County, Florida, to be referred to as "County".
Statement of Understanding
RE: Contract #08-5017 "Annual Contract for Countywide Exotic Vegetation Removal"
The following change to the above referenced agreement has been mutually agreed to by the
Contractor and the County: The additions to the existing language in the Agreement are shown
herein by underlining: deletions from the Agreement are shown by striketRreugR5.
3. COMPENSATION: As the County identifies certain services it wishes Contractor to
provide pursuant to the terms of this Agreement, the County shall request a quotation from
ene er more Centra.ters all of the firms under contract for such services, said quotation 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 PareflAse Order work order shall
be prepared which incorporates the terms of the understanding reached by the parties
with respect to such Services.
All other terms and conditions of the agreement shall remain in force.
IN WITNESS WHEREOF, the Contractor and the County have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date(s) indicated below.
Accepted: ~ /7
CONTRACTOR:
Earth Balance Corporation
BY:~~~~
Authorized Signatory
WA/('J.r Tt!t/fIVUY ;(~tf:A h'
Print Name and Title ~~ rr tM---
,2008
OWNER:
\VigptlE. Bro~i}., Cf~rk
_. Attest S,i :~oGl)4\11II4I1 ,
... ..J;.-... ,. '. . .--.,.-
, "9ll:.i,",,~,*,I.
",\.
BOARD OF COUNTY
COMMISSIONERS
COLLIER C TY LORIDA
Tom Henning, man
A r od as to form
gal sumpcy:
ssistant County Attorney