Immokalee CRA-FSU Project (Willis A. Smith Construction, Inc.)
AGREEMENT
TillS Agreement, made and entered into this //;/41- day of ,l- -I;z;:>-j;;; f! ;;l 2007
by and between the Board of County Commissioners, Collier County, Florida, a political
subdivision of the State of Florida, hereinafter called the COUNTY, and THE FLORIDA
STATE UNIVERSITY, for and on behalf of THE FLORIDA STATE UNIVERSITY BOARD
OF TRUSTEES, hereinafter called FSU.
WITNESSETH
WHEREAS, the COUNTY, in cooperation with FSU wishes to upgrade and improve a
32,000 square-foot building in Immokalee now owned by FSU provided it remains a medical
training facility, for benefit of the public and Immokalee Community, hereinafter referred to as
the "Project", and
WHEREAS, FSU has contracted with a construction manager, Willis A. Smith
Construction, Inc., on a continuing services contract secured through the competitive selection
process, hereinafter called the CONTRACTOR, and
WHEREAS, the COUNTY desires to compensate and have FSU engage said
CONTRACTOR for the Project; and
WHEREAS, FSU is agreeable to and desirous of undertaking such services for COUNTY
in connection with the Project, and
WHEREAS, the COUNTY is agreeable to and desirous of providing funding to FSU in
connection with the Project as described herein not to exceed two hundred fifty thousand dollars
($250,000.00);
NOW, therefore; in consideration of the promises and mutual covenants hereinafter
contained, FSU hereby agrees to undertake said services in connection with the Project as
outlined below, and both the COUNTY and FSU hereby covenant each to the other to implement
the Project concurrently subject to the terms and provisions as hereinafter contained.
SECTION I.
DESCRIPTION OF SERVICES AND TERMS OF USE
1.01 The identity and location of the medical facility is a 32,000 square foot building in
lmmokalee currently owned by FSU and located at 1441 Heritage Boulevard,
Immokalee, Florida. If additional locations are added, they shall be mutually agreed
upon in writing between FSU and the COUNTY.
1.02 A description of the services to be provided under this Agreement as well as the cost for
each service shall be as per Exhibit "A", attached and incorporated herein by reference.
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SECTION II.
TERMS
2.01 Except as this Agreement may otherwise be terminated, this Agreement shall remain in
full force from the date first above written and shall terminate five years from that date unless as
provided in 2.02.
2.02 On or before the expiration date of this Agreement, the Parties may extend this
Agreement by mutual agreement under all of the terms and conditions contained herein for an
additional multi-year period to be determined by the COUNTY or its designee and FSU.
2.03 The COUNTY or FSU may terminate this Agreement with reasonable cause or by mutual
agreement prior to the expiration of this Agreement, upon sixty (60) days prior written notice
each to the other. In the event of such termination by FSU, the COUNTY shall be entitled to
pro-rata compensation for the cost of improvements provided, based on a five year depreciation
schedule. The COUNTY shall not be entitled to any compensation after the fifth year.
SECTION III.
FSU's RESPONSIBILITIES
3.01 FSU shall assume the entire responsibility for contracting with the CONTRACTOR for
the Project described herein.
3.02 FSU shall be responsible for management and oversight of the Project.
3.03 FSU agrees to assign a representative to the Project during the term of the Project so that
the COUNTY may effectively coordinate with FSU. In this respect, FSU agrees to require its
representative or agent to attend regular progress meetings as may be reasonably requested by
the COUNTY.
3.04 FSU agrees to administrate, in the form of plans, memoranda and reports, Project
clarifications and changes which may be necessary during the Project. If any such changes
exceed the contract amount authorized by this Agreement, FSU shall notify the COUNTY's
representative, and if the COUNTY approves such changes in writing, and agrees in writing to
reimburse FSU for the additional costs, FSU shall forthwith prepare Change Order and/or
Supplemental Agreement documents as appropriate. The above notwithstanding, the COUNTY
additionally authorizes FSU to prepare, execute and implement minor Change Orders to the
Contractor for work changes necessitated by the Project so long as the contract amount
authorized by this Agreement is not exceeded.
3.05 FSU agrees to obtain required waivers and releases of claim of lien from persons and
firms performing work or providing services on or for the Project.
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SECTION IV.
COUNTY'S RESPONSIBILITY
4.01 With respect to specific services to be provided to FSU by the COUNTY under the terms
of this Agreement, services are deemed to include but shall not necessarily be limited to
the following items:
4.02 The COUNTY agrees to assign a representative to the Project during the term of the
Project so that the COUNTY may effectively coordinate its services with FSU. In this
respect, the COUNTY agrees to require its representative or agent to attend regular
progress meetings as may reasonably be requested by FSU.
4.03 The COUNTY shall provide reimbursement to FSU of the actual costs of the Project up
to and including the sum of two hundred fifty thousand dollars ($250,000.00)
4.04 In the event that the COUNTY should desire additional services as necessary and
mutually agreed upon under this Agreement in addition to those identified in Exhibit "A",
and which would exceed the contract sum of two hundred fifty thousand dollars
($250,000.00), Supplemental Agreement documents for this Agreement must be issued
by the COUNTY for said additional services, and shall be authorized in writing signed by
both the COUNTY's representative and FSU in compliance with the then current
COUNTY Purchasing Policy.
4.05 The COUNTY shall regularly and periodically examine, with FSU's representative,
requests for payment (monthly pay estimates) as submitted to FSU by FSU'S contractor
to determine that they are in order for payment and consistent with the contract between
the COUNTY and FSU. When such requests are deemed to be in proper order the
COUNTY shall certify that to the best of its knowledge, the quality and quantity of work
performed is in accordance with the Project services and shall transmit them for payment
to the COUNTY Finance Director as part of the payment process for the Project.
4.06 Upon completion of all work associated with the Project, including all Change Orders
and Supplemental Agreements thereto, COUNTY shall make a final review of the Project
with FSU's agent or representative.
4.07 The COUNTY shall have the right to inspect any work done for the Project and shall
have access to the site at all times.
4.08 The COUNTY reserves the right to make a final inspection and approval of any work
done for the Project prior to making payment.
SECTIONV.
INDEMNIFICATION
5.01 To the extent permitted by Florida law, FSU and the COUNTY shall each defend,
indemnify and save the other harmless from any and all claims, liability, losses and causes of
actions arising out of any act, error, omission, or negligence arising from or incident to each
party's performance under this Agreement. Neither party shall be responsible for any incident
3
arising from the sole negligence of the other. This section is not intended to extend the limits of
sovereign immunity as provided in S 768.28, Fla. Stat. (2007).
This provision shall also pertain to any claims brought against the parties by any employee of the
named parties, any sub-contractor, or anyone directly or indirectly employed by any of them.
The parties' obligations under this provision shall be limited to the extent provided by Florida
law.
SECTION VI.
INSURANCE
6.01 The COUNTY and FSU shall maintain insurance coverage in the minimum amounts and
types as required by Florida Law.
6.02 The COUNTY and FSU agree that either party may be self-insured on the condition that
all self insurance(s) must comply with all state laws and regulations.
6.03 The General Liability Policy provided by CONTRACTOR to meet the requirements of this
Agreement shall name Collier County, Florida, as an additional insured as to the operations of
CONTRACTOR under this Agreement and shall contain a severability of interests provision.
SECTION VII.
REPRESENTATIVES
For FSU:
Lawrence R. Rubin
Director of Facilities Design and Construction
Florida State University
109 MMA
Florida State University
Tallahassee, Florida 32306-4152
850-644-3591 (w)
850-443-7151 (c)
850-644-8351 (fax)
lrubin@admin.fsu.edu
For COUNTY:
Thomas Greenwood, AICP
Principal Planner
Collier County Planning Department
2800 North Horseshoe Drive
Naples, Florida 34104
(239) 403-2323 (w)
(239) 213-2946 (fax)
thomasgreenwood@colliergov.net
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SECTION VIII.
PAYMENT
8.01 The COUNTY shall pay unto FSU the amount of COUNTY'S cost of services pursuant to
Article 4.03 and 4.04 above. Payment will be made upon receipt of a proper invoice and in
compliance with Section 218.70, Fla. Stats., otherwise known as the "Florida Prompt Payment
Act".
SECTION IX.
MISCELLANEOUS
9.01 This Agreement shall be govemed by the laws of the State of Florida. In the event any
litigation is instituted by way of construction or enforcement of this Agreement each party
shall be responsible for the payment of its own court costs and other expenses, including
reasonable attorney's fees.
9.02 It is understood that this Agreement shall be executed by both parties prior to FSU and the
COUNTY commencing with the work and services described herein.
9.03 This Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by FSU and by
the COUNTY's designee, in compliance with the then current COUNTY Purchasing
Policy.
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IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be executed by their
appropriate officials. as of the date first above written.
AS TO COUNTY:
. '
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
ATTEST:
DWIGHT E. BROCK, CLERK
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JA S COLETTA, CHAIRMAN
Approved as to form and legal sufficiency
Colleen M. Greene
Assistant County Attorney
E FLORIDA STATE UNIVERSITY:
CARNAGHI
E PRESIDENT, FINANCE AND ADMINISTRATION
Dayto . Cramer
Deputy General Coun
The Florida State University Office of General Counsel
07-CMP-00325/2
EXlIlBlT A
Community Redevelopment Agency
FSU Project, Immokalee FL
Appraisal $ 15,000.00
Bulldlng inspection $ 5,250.00
Palnt lit Cosmelle Repelrs to Exterlor $ 72,5t2.00
Paint lit Repairs to Interior S 32,302.00
Phase I Enl/lronmental Study S 2,200.00
Miscellaneous costs: leaking
windows, soap dispensers, towel
dispensers, cabinet repairs, ceiling
tiles, removal of temporary wall,
replacement of doors S 32,586.00
Loeksmlth S 1,560.00
Electrieal S 11,700.00
Cabinet Repairs S 6,500.00
Plumbing Repairs S 4,080.00
F100rlng Replacement lit Repair $ 5,511.00
Blohazardous Material Removal lit
Cleaning (mold) S 8,900.00
Landscaping S 14,805.00
Equipment lit Furnishings S 37,094.00
TOTAL $ 250,000.00
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CONSTRUCTION~ INC.
CGC03419:.i'
SmithBuilt
June 27, 2007
Isabel Collier Read Immokalee Health Park
Phase n Urgent Care Center
1441 Heritage Blvd.
Immokalee, Florida
The following Guarantee Maximum Price (GMP) for Isabel Collier Read ImmokaIee Health Park-
Phase II Urgent Care Center working for Florida State University. The scope of work is only
remedial and defined below:
The GMP is based upon a site visit with Larry Rubin, Director of Facilities for Florida State
University on May 15,2007.
Old construction drawings have been provided from 1994 to be used as a reference only of the
existing site and building systems.
Willis A. Smith Construction, Inc. will not be responsible for mold, asbestos, or lead paint removal
if material is found. It will then become the responsibility of Florida State University.
Salvageable items must be removed prior to commencement or become property of Willis A Smith
Construction, Inc. No resale of any items on site.
Cleaning:
I. Remove all unwanted items, including but not limited to: desks, chairs, tables, file cabinets,
containers, electronic equipment, files, paper, boxes, trash, debris and any items determined
to be trash. All loose papers and trash will be bagged and tied before placing in dumpster.
2. Vacuum all flat surfaces; including: counter tops, cabinet tops, equipment, window sills,
curtain wall sills, vents, shelves, commodes, and vanities. Dust mop, vacuum all floor
surfaces.
3. Wipe clean fire safety lights, extinguishers, switches, receptacles, thermostats, phone
outlets, water fountains, exit signs, ceiling mounted exam lights and miscellaneous wall
fixtures (blood pressure monitors, gauges, panels, etc.) Wipe clean all baseboards
throughout.
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4. X-Ray Rooms: wipe down all equipment in x-ray room and control operator room.
5. X-Ray Development: wipe down circular door, developer cabinets and equipment in dark
room.
6. Exam Tables: wipe down 3 "saved" exam tables. (One exam table badly embedded with
mold/mildew will clean but cannot guarantee removal of mold/mildew embedded inside of
cushion).
7. Saved Equipment: Wipe dust free miscellaneous equipment which has been separated and
tagged to be saved.
8. Clean (I) stairwell: includes doorways, vacuuming concrete steps and landings, wiping rails
and wiping accessible lighting fixtures.
Site & Landscape:
I. Re-stripping of existing spaces. Which includes 143 standard spaces and 8 handicap spaces.
Existing HC signs are to remain. No directions arrows shown. New stop bars included. Re-
stripping of Helicopter landing included.
2. Mulch: 1,000 bags Red Mulch which includes weed and herbicide, removal of all debris,
installation of mulch between 3 Y, to 4 inches in depth.
3. Irrigation: Maintenance only. Major repair $52.50Iman hour plus parts. Labor allowance
includes $2,800. Pricing allowance for parts include $950.
4. Tree trimming; 24 live oaks - cutting dead wood, shaping and trimming canopy to a
minimum of 12-feet where able.
5. Natural Habitat; labor to clean and manicure native vegetation, pruning and manicuring of
natural habitat and hauling off of debris.
6. Plants: Installation of:
180 3-gallon Nora Grant Ixora
60 Dwarf Ixora Red
100 Aztec grass
5 Crape Myrtle
I load Grade 'A' top soil
7. Sodding; Installation of 20 pallets of Foretam. Herbicide all effected areas, tilling, leveling
and laying of sod.
Helicopter Landing:
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I. Area to be re-stripped. White 'H' bordered.
2. New windsock installed.
Roofing:
I. Standard maintenance needed. Cleaning of all debris off roof.
2. Inspect and repair all deficiencies in modified roofs.
3. Re-fill pitch pans.
4. Re-coat large areas such as, around drains and roof field with aluminum roof coating.
5. Prime existing roof surface around drain areas.
6. Re-coat ALL modified roofs and penetrations with Karnak-97 fibered roof coating.
7. Install walk pad out side entry door.
Stucco Repair Allowance $25,000:
I. Removal and replacement of damaged stucco and column repairs as needed.
Acoustical Ceiling Tile:
I. Remove all existing ceiling and replace with new Armstrong #1728 2x2 sag-resistant
ceiling tiles. No grid work.
2. No work to existing operational therapy area.
Exterior Painting:
I. Pressure clean all stucco walls, columns, banding, stucco ceiling, metal flat panel roof and
doors to remove dirt, mold, mildew and any loose or peeling paint.
2. Apply one (I) coat of Sherwin-Williams Loxon Pigmented Primer to all weather exposed
masonry surfaces.
3. Patch all cracks using an exterior grade eIastomeric patching compound.
4. Re-cauIk at doors and window frames using Sonnoborn NP-l One-Part Urethane Sealant.
5. Upon completion of the Stucco repair surfaces we will apply one (I) coat of Sherwin-
Williams Superpaint 100% Acrylic Satin Exterior Paint. Color to match existing.
6. Entry doors are to receive one (I) coat of Sherwin-Williams Sher-Cryl HP Acrylic Gloss
Enamel. Color to match existing.
7. No painting of metal roofs.
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Interior Painting:
I. Walls are to be hand prepped, minor holes filled and given one (1) coat of Sberwin-
Williams Pro-Mar 400 Acrylic Latex Eggshell Enamel. Color to match existing.
2. Paint doors and frames are to receive one (I) coat of Sherwio- Williams Pro-Mar 200
Acrylic Latex Semi-Gloss Enamel. Color to match existing.
3. Wood Doors are to receive one (I) coat of Wood Classics Clear Polyurethane.
4. Epoxy on interior walls.
Plumbing:
I. No work.
Fire Sprinkler System:
I. Inspect and test the fire sprinkler system in accordance with criteria from NFP A 25,
Standard for the Inspection, Testing, and Maintenance of Water Based Fire Protection
Systems and all applicable state and local codes. No repairs at this point.
HVAC System:
I. Includes replacement of all filters.
2. Cleaning ofall ductwork east of grid line 5 as shown on Sheet A-2 of 18 dated 7-15-94 and
drawn by Miles A. Price & Associates, P.A.
3. Clean and check (3) package air conditioning units on roof. Clean all supply grills, return
grills and exhaust grills that are part of (2) 30 ton systems. Replace air filters and belts.
Check (15) exhaust fans on the roof.
4. Chemically clean coils and clean AlC grills.
5. Check for proper operation of units.
6. Includes bring up the refrigerant levels, bearing, motors, and contacts.
7. Note: the units are getting to the end of there life but should last a couple more years.
Electrical:
I. Repair Helicopter flight lights.
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2. Repair (18) site parking lamps with new Transformers and Lamps.
3. Replace (84) exterior recessed can trims and bulbs.
Total Guarantee Maximum Price:
Three Hundred Sixteen Thousand Nine Hundred Ninety-nine Dollars ($316.999.00)
AL TERNA TE - Site Items:
I. Backflow Pipes - Brush blast - 2 coat epoxy paint,
ADD:
$
4.248
ALTERNATE - Electrical:
I. Change out (All) interior fixtures with T -8 fixtures.
ADD:
$ 104.453
ALTERNATE - Wateroroo(inl! Exterior:
I. Caulk all change of angles and control joints using Sonneborn NP-l One-Part urethane
sealant.
2. All vertical stucco surfaces are to receive (2) coats of Sherwin-Williams Loxon XP
Waterproof coating. A 10-year limited warranty is included.
ADD:
$ 80.337
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