#08-5020 (Southwest Florida Wetlands JV)
A G R E E MEN T 08-5020
for
Annual Contract for MitiClation Credits
THIS AGREEMENT, made and entered into on this 11 th day of March 2008, by and between
Southwest Florida Wetlands JV, authorized to do business in the State of Florida, whose
business address is 814 South Military Trail, Building 6, Deerfield Beach, Florida 33442,
hereinafter called the "Contractor" (or "Consultant") 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 the issuance of a
Purchase Order. The contract shall be for a one (1) year period, commencing on March
11, 2008, and terminating on March 10, 2009. 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 three (3) additional one (1) 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 provide mitigation credits in accordance
with the terms and conditions of Bid #08-5020 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. The County shall pay the Contractor for the performance of this
Agreement the aggregate of the units actually ordered and furnished at the unit price,
together with the cost of any other charges/fees submitted in the proposal. Any county
agency may purchase products and services 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:
Desmond Duke, V.P.
Southwest Florida Wetlands JV
814 South Military Trial, Bldg. 6
Deerfield Beach, FL 33442
(888) 301-1707 ext 106 / (954) 480-6250 Fax
Page I of 5
101
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
Attention: 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 rnust
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.
6. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor.
Payment for all such perrnits issued by the County shall be processed internally by the
County. All non-County permits necessary for the prosecution of the Work shall be
procured and paid for by the Contractor. The Contractor shall also be solely
responsible for payment of any and all taxes levied on the Contractor. In addition, the
Contractor shall comply with all rules, regulations and laws of Collier County, the State
of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor
agrees to comply with all laws governing the responsibility of an employer with respect
to persons employed by the Contractor.
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. In the event of such violation by the Contractor
or if the County or its authorized representative shall deem any conduct on the part of
the Contractor to be objectionable or improper, the County shall have the right to
suspend the 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.
Page 2 of5
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 Liabilitv: Coverage shall have minimum limits of $500,000
Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include Premises and Operations; Independent
Contractors; Products and Completed Operations and Contractual Liability.
B. N/A Business Auto Liabilitv: Coverage shall have minimum limits of $00,000
Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned
Vehicles and Employee Non-Ownership.
C. N/A Workers' Compensation: Insurance covering all employees meeting
Statutory Limits in compliance with the applicable state and federal laws.
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
ContractorNendor/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
ContractorNendor/Consultant or anyone employed or utilized by the
ContractorNendor/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 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
Page 3 of5
101
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 #08-5020 Specifi-
cations/Scope of Services.
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 U.S.C. 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.
19.0FFER 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.
Page 4 of5
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.
By:
Dated'
Att~st( ~'Cllll"f;"an,
s 1 gnature on].
Approved as to form and
legal sufficiency:
,.:.. -; . ,) ~ ,.'[
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
~'.A~
As I t Co y Attorney
Print Name
Southwest Florida Westlands JV
\l~~-<-
FirSt Witness
))e~",^~ ~o....l~(
tType/print witness namet
~~~~S'<-
Second Witness
M. vL\- I: ~(,_L
tType/print witness namet
Contractor
By ~~-/
Stephen M Collins, Authorized Agent
Typed signature and title
Pagc5of5
ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDNYYV)
04/07/08
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Howard S. Newman ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Bateman, Gordon & Sands, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P.O. Box 1270
Pompano Beach, FL 33061 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A; Westerworld
Southwest Florida Wetlands, JV INSURER B
814 S. Military Trail INSURER C
Building 6 INSURER D
Oeerfield Beach, FL 33442 INSURER E
Client#. 54058
SOUFL38
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLlCY 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
POLlCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR NSR TYPE OF INSURANCE POLICY NUMBER PJl.k{~~:~f~8mE Pg~.fl,t~~tMN L1MlTS
A X ~NERAL LIABILITY NPP1068398 04/29/07 04129/08 EACH OCCURRENCE $1 000 000
1L OMMERCIAL GENERAL LIABILITY ~~~~~~JO RENTED n ,~\ $50 000
- CLAIMS MADE [!J OCCUR MEDEXP(Anyonepernon) $1000
1L BI/PO Oed: 1.000 PERSONAL & ADV INJURY $1 000000
- GENERAL AGGREGATE $2 000 000
"'~"~l'~ AGG:EnE ILlMIT APPlSI PER PRODUCTS - COMP/OP AGG $1 000000
POLICY j~T LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT S
~ ANY AUTO (Eaaccidenl)
- AlL OWNED AUTOS BODILY INJURY
(Perpernon) $
- SCHEDULED AUTOS
- HIRED AUTOS BODILY INJURY
$
NON-OWNED AUTOS (Peraccidenl)
-
- PROPERTY DAMAGE $
(Per accident)
~RAGE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EAACC $
AUTO ONLY AGG $
~ESSIUMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR 0 CLAIMS MADE AGGREGATE $
$
=i DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND I T~~vSIT,~!.~::, I IOJ~-
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE E.l. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? EL DISEASE EA EMPLOYEE $
If yes. describe under EL DISEASE - POLICY LIMIT
SPECIAL PROVISIONS below $
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS IVEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
RE: Bid#08-5020, Annual Contract for Wetland Mitigation Credits
Collier County is an additional insured for general liability
coverages only as their interest may appear for the work
performed by the insured.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLlCIES BE CANCELLED BEFORE THE EXPIRATION
Collier County DATE THEREOF. THE ISSUING INSURER WIL.L. ENDEAVOR TO MAIL. ---3..0....... DAYS WRITTEN
Board of County Commisssioners NonCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL
3301 East Tamiami Trail IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR
Naples, FL 34112 REPRESENTATIVES.
.l\UTHORIZED R(JRESENTATlVE
-;; , J "
ACORD 25 (2001/08)1 of 2
#192046
ELC
@ ACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGA liON IS WAIVED, subject to the terms and conditions of the policy. certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-5 (2001108)
2 of2
#192046
MEMORANDUM
Date:
April 22, 2008
To:
Brenda Brilhart, Purchasing Agent
Purchasing Department
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract #08-5020: "Annual Contract for Mitigation
Credits"
Contractor: Southwest Florida Wetlands JV
Attached please find the original contract document, as referenced
above, (Agenda Item #101) approved by the Board of County
Commissioners on Tuesday, March 11,2008.
The Minutes & Records Department has also retained an original copy
which will be kept as part of the Board's permanent record.
If you should have any questions, please contact me at 252-7240.
Thank you.
ITEM NO.: 0 tS Ptt - dE89
DATE RECEIVED:
;.~;i~j..;( '~.. J
[ 'nll^ "rye
",/\.,...t ;v' Y A
J,
FILE NO.:
?Ot1~ I D~
,. Ii,'",':' {5 i'
?,
\'","
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
April 8, 2008
To:
Robert Zachary
Assistant County Attorney
From:
Brenda Brilhart
Purchasing Agent
239-252-8446
Re:
Contract #08-5020 Annnal Contract for Mitigation Credits
Contractor: Southwest Florida Wetlands JV
BACKGROUND OF REQUEST:
This contract was approved by the BCC on March 11,2008; Agenda Item 10.1
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 yo;!. !3~ ~
'/;1>105- ~~ ~P.-L--~
~ C~;4.
?c.-~
'-{,2-2 -~??
MEMORANDUM
TO: Jeff Walker
Risk Management Department
FROM: Brenda Brilhart
Purchasing Department
DATE: April 8, 2008
RE: Review of Insurance for Contract No. 08-5020 Annual Contract for
Mitigation Credits
Contractor: Southwest Florida Wetlands JV
This Contract was approved by the BCC on March II, 2008; Agenda
Item 10.1
Please review Insurance Certificate in this Agreement 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 8446.
/
'., IJ(t>>
4
I} ,y
"" I'
I ~Nb,.pf,