#08-5020 (EarthMark Southwest Florida Mitigation Credits LLC)
A G R E E MEN T 08-5020
for
Annual Contract for Mitiaation Credits
THIS AGREEMENT, made and entered into on this 11th day of March 2008, by and between
EarthMark Southwest Florida Mitigation LLC, authorized to do business in the State of
Florida, whose business address is 12800 University Drive, Suite 400, Fort Myers, Florida
33907, 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:
Lynn Zenczak, Regional Director
EarthMark Southwest Florida Mitigation, LLC
12800 University Drive, Suite 400
Fort Myers, FL 33907
(239) 415-6206 / (239) 415-6243 Fax
Page I of 5
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 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.
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 permits issued by the County shall be processed internally by the
County. All non-County permits necessary for the prosecution of the Work shall be
procured and paid for by the Contractor. The Contractor shall also be solely
responsible for payment of any and all taxes levied on the Contractor. In addition, the
Contractor shall comply with all rules, regulations and laws of Collier County, the State
of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor
agrees to comply with all laws governing the responsibility of an employer with respect
to persons employed by the Contractor.
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.
Page20f5
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 Liability: 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 of 5
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.
ATTEST:
Dwi t E. Brock, Clerk of Courts
y: ~\.Iv
Dated: 6-7-
Attest(~ ) <<
t19/1atilre 0111'
Approved as to form and
legal sufficiency:
BOARD OF COUNTY COMMISSIONERS
COLLIER COU TY, FLORIDA
.
By:
Tom Henning, Cnairman
CfiJ1ffJJAm ~
Assistant County Att6rney
fA teen M. 6reef1~
Print Name
EarthMark Southwest Florida Miti~ation. LLC
Contractor
~,r;1A ~.A7,)t,f'
'First W' nessl
B;l~c1.//~
---. Signature
iV~/A/ ? r-"/1/i'7/7K
tType/print witness namet
~~it~~~}b
15reru1A J. Wl1Scl'-"
tType/print witness namet
Douglas Cordello, Presdrent
Typed signature and title
Page 5 of5
EarthMark
MITIGATION SERVICES
Florida. North Ca.rolina . West Virginia
RECEIVED
j'}. J. ,:
April 24, 2008
pljHCHASING DEI'l
Brenda Brilhart
Purchasing Agent
Collier County
3301 Tamiami Trail East
Naples, FL 34112
Re: Collier County Annual Contract for Mitigation; Bid 08-5020
Dear Ms. Brilhart:
Please let this letter serve as clarification of the company structure for the award of Bid
Number 08-5020. In December of2007, EarthMark Southwest Florida, LLC provided
Collier County with a bid for the Annual Contract of Mitigation Credits under the
company name of Southwest Florida Mitigation, LLC. The bid package should have been
submitted as EarthMark Southwest Florida Mitigation, LLC as this is the entity that
actually owns and sponsors the Big Cypress Mitigation Bank and the Corkscrew
Regional Mitigation Bank.
In past years, Ruby Red Equities, LP and Star-Glo Associates, LP were the entities that
owned the Big Cypress Mitigation Bank. In 2007, company reorganization occurred and
EarthMark Southwest Florida Mitigation, LLC internally purchased Ruby Red Equities,
LP and Star-Glo Associates, LP. To further clarify, EarthMark Southwest Florida
Mitigation, LLC contracted EarthMark Mitigation Services, LLC to act as the entity
responsible for the management of the bank property and the marketing of the
commodity known as mitigation credits. All checks for payment for mitigation credits by
Collier County should be written to EarthMark Southwest Florida Mitigation, LLC.
Thank you and please do not hesitate to contact me for any questions or concerns at (239)
415-6206.
Sincerel y,
.A,/ . --.
<A/;U,.;;f;4k
. LYnn Zenezak/'
Regional Director of Sales, Florida
12800 Univeraity Dr. Suite 400 Ft. Myers Florida, 33907 ph 239.415.6200 fx 239.415.6298
1960 Derita Road. Concord, NC 28027 ph 704.782.4133 fx 704.782.4148
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Bid No. 08-5020 - "Annual Contract for Mitigation Credits"
Collier County Florida
Insurance Requirements
INSURANCE TYPE
REQUIRED LIMITS
-X.. 1. Workers' Compensation
Statutory Limits of Florida Statutes,
Chapter 440 and all Federal
Government Statutory Limits and
Requirements.
-X.. 2. Commercial General Liability
(Occurrence Form)
patterned after the Current I.S.0.
form with no limiting endorsements.
Bodilv Iniury & Propertv Damaqe
.$500,000 Single Limit
Per Occurrence
X 3. 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.
N/A 4. Automobile Liability
Owned/Non-owned/H ired
Automobile Included
Each Occurrence
NA 5. Other Insurance as indicated below:
a) Professional Liability
b) Builder's Risk
$ -0-
$ -0-
9
ACORO,.
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER Phone:
Brown & Brown
3820 Colonial
Fort Myers FL
239-278-0278 Fax: 239-278-
of FL, Inc. - Fort Myers
Blvd., Suite 200
33966
5306
DATE (MMIDDIYYYY)
11 19 2007
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURED
EarthMark Mitigation Services, LLC
12800 University Dr., Suite 400
Ft. Myers FL 33907
INSURERS AFFORDIN,<3 COVERAGE____ . _E-A-IC#_- __
INs~~ER~_InsJJranc~_C9u\pany Q:L---.th~t-.-at
INSURER B:
,_____n___ _.____
INSURERC:
--- ---------
INSURER D I
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
TE~~~LUSIONS AND CONDITIONS ~S_~~__~?~!S:!E_~_._ AGGREGATE__LI_M--.!.!_~~~ MAY HA~~_~~EN REDUCED BY PAID CLAIMS.
--------
II!,,!,!~OO' ------------- POLICY NUMBER POLICY EFFECTIVE P~~;:J,EXPIRATION' LIMITS
, -T~~NERAL LIABILITY EACH OCCURRENCE ..l:~==-
' I COMMERCIAL GENERAl LIABILITY DAMAGE TO RENTED --
I PR~MIS~~1!9.ccuren~J_ -
i.1 I CLAIMS MADE: I OCCUR I ~~~~XP(~yone~~o~L_ I:
PERSONAL & ADV INJURY --
-------------------- -
I GENERAL AGGREGATE $ .-
------------ . - -------
~.~AGG~EnE ~IMIT APn ,PER: PRODUCTS COf.!~~0_~_L_ -
POLICY ! ~~9.; LOC
AUTOMOBILE LIABILITY i COMBINED SINGLE LIMIT
(Eaaccidenl) $
, . ANY AUTO
r-'"ro, ----- f---.
I BODILY INJURY $
(Per person)
SCHEDULED AUTOS --
I i HIRED AUTOS I BODILY INJURY
, $
NON-OWNED AUTOS (Peraccidenl)
------.--
I PROPERTY DAMAGE
_____ ___________n __n_________ .-- , $
, (Peraccidenl)
~AGE LIABILITY I AUTO ONLY - EA ACCIDENT ; $ ----
I -------t--------
ANY AUTO EAACC $
-. I OTHER THAN ---- .--
, AUTO ONLY AGG $
~ESS/UMBRELLA LIABILITY I EACH OCCURRENCE $
-------- -- -
I OCCUR r~ CLAIMS MADE AGGREGATE $
---- . ------
.-. $ _n
, i--j DEDUCTIBLE ------------ -- $ -
--
RETENTION $ $
A WORKERS COMPENSATION AND ,WC5314163 9/19/2007 19/19/2008 Ix I T~~_iLAJN"c, I OTH
ER ---- --
EMPLOYERS' LIABILITY ELE~s:.tl_~~g~__4 JJO O_LQ 0 0
ANY PROPRIETOR/PARTNER/EXECUTIVE I
OFFICER/MEMBER EXCLUDED? EL DISEASE. EA EMPLOYEE: $ 100 , 000
, ~t~~~~p~~~ISloNS belOW '-~~_~;;EASE PO~ICY~J~IT i $ ~OO 000
, OTHER I
I I
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
'30 days notice of cancellation, except 10 days notice for non-payment
E. ANNUAL CONTRACT FOR MITIGATION CREDITS
CERTIFICATE HOLDER
Collier County Board of
3301 East Tamiami Trail
Naples FL 34112
County
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
.. BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER
Comm~ss~oners WILL ENDEAVOR TO MAIL 30* 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.
I
AUTHORIZED REPRESENTATIVE --ol.~.... ~
o(izJ/-<A-- C cJ~
@ACORDCORPORATION 1988
ACORD 25 (2001/08)
ACORD_
CERTIFICATE OF LIABILITY INSURANCE
OPID
EARTH 1 11 19
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONL V AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BV THE POLICIES BELOW.
PRODUCER
Vaughan Insurance Group, LLC
1515 5 Utica Ave, Suite 300
Tulsa OK 74104
Phone:918-779-7880 Fax:918-779-7885
INSURERS AFFORDING COVERAGE
NAIC#
INSURED
I INSURER A: Mid Continent Ca"ualty C~any
,.-...._------"_.._-----------
INSURER B:
I . . --
IINSURER C"
lINSU~~~-D~
INSURER E:
Earthmark ~tiqation Services,
LLC
12800 University Dr #400
Ft. Meyers FL 33907
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.
L TR INSRD TYPE OF INSURANCE POliCY NUMBER
GENERAL LIABILITY
A X rx- COMMERCIALGENERp.L~IABILlTY i 04GL000698499
~ CLAIMS MADE l_~~J OCCUR I
, PDo,,';!~Y J~J8~IVE I P8kfl ~~6Rt'~iON
LIMITS
08/15/07
08/15/08
EACH OCCURRENCE $ 1000000
UAMAl:ll:.IUHl:.NIl:.U I
i_~~EMISES (Ea occurence) _..!-~~_Q.90 0-
i MED EXP (Anyone person) i $ excl. uded
1- --------,----- -- - ----------
I PERSONAL..~ADVINJURY _~_~g09..Q.O~
L__C;ENERALAGGR,=-~~TE '$ 3000000
i PRODUCTS - COMPIOP AGG $ 3000000
I
_x.J Professional 04GL000698499
GEN'L AGGREGATE LIMIT APPLIES PER
POLICY I j~T LOC
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED AUTOS
-! SCHEDULED AUTOS
X : HIRED AUTOS
-X -1 NON-OWNED AUTOS
08/15/07
08/15/08
COMBINED SINGLE LIMIT
(Eaaccident)
$ 1000000
BODILY INJURY
{per person)
A
A
04GL000698499
04GL000698499
08/15/07
08/15/07
08/15/08
08/15/08
BODILY INJURY
{per accident)
PROPERTY DAMAGE
(Per accident)
i $
I GARAGE LIABILITY
ANY AUTO
: AUTO ONLY. EA ACCIDENT
C
OTHER THAN
AUTO ONLY:
EA ACC
AGG
$
$
$
$ 5000000
$ 5000000
$
$
$
EXCESs/UMBRELLA LIABILITY
A
OCCUR
----1 CLAIMS MADE! 04XS152853
08/15/07
08/15/08
EACH OCCURRENCE
AGGREGATE
DEDUCTIBLE
X RETENTION $10000
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICERIMEMBER EXCLUDED?
, ~~~~I~tS~~~v~~?6~s below
OTHER
ER
, $
DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
Bid No. 08-S020-Annual Contract for ~tiqation Credits. Collier County
Board of County Commissioners is named as an additional. insured.
CERTIFICATE HOLDER
CANCELLATION
Collier County Board of
County Commissioners
3301 East Tamiami Trail
Naples FL 34112
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAlL ~ 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,
AUTH . ~ATlVE
ACORD 25 (2001/08)
@ACORDCORPORATION 1988