#08-5044R (Professional Services Industries)
AG R EE M E NT08-5044R
for
"Golden Gate Groundwater Baseline Monitoring"
THIS AGREEMENT, made and entered into on this 10 day of June 2008, by and between
Professional Service Industries, Inc., authorized to do business in the State of Florida, whose
business address is 5880 Enterprise Parkway, Fort Myers, FL 33905, hereinafter called the
"Contractor" (or "Consultant") and Collier County, a political subdivision of the State of
Florida, Collier County, Naples, hereinafter called the "County":
WITNESSETH:
1. COMMENCEMENT. The Contractor shall commence the work Golden Gate
Groundwater Baseline Monitoring.
This Agreement shall commence after receipt of the Notice to Proceed, in the form of a
letter from the Contract Manager.
2. STATEMENT OF WORK. The Contractor shall provide Golden Gate Groundwater
Baseline Monitoring in accordance with the terms and conditions of Bid/RFP #08-5044R
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".
Page 1 of6
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:
Professional Service Industries, Inc.
5880 Enterprise Parkway
Fort Myers, FL 33905
Telephone: 239-690-9967
Facsimile: 239-690-9968
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.
6. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.5., 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
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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 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.
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.
Page 3 of6
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 Purchasing 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 #08-5044R 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
Page 4 of6
Reform and Control Act of 1986 as located at 8 U.s.e. 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.
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
wri tten.
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08/30/2008 08:24 FAX 12388808888
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CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSUR~D WHERE R~ClUIR~D BY WRITTEN CONTRACT, BUT ONLY TO THE EXTENT OF
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PROFESSIONAL SERVICE INDUSTRIES, INC.
RESOLUTION
Pursuant to the authority given to Douglas A. Willis, Assistant Secretary, by Professional Service
Industries, Inc. (the "Corporation") Board Resolution dated March 5, 1990, the following
resolution was passed at a formal meeting in Oakbrook Terrace, illinois on the below date:
BE IT RESOLVED, that Nicholas Gallant, Branch Manager of the Corporation, in the
normal course of his duties and responsibilities as assigned by the Corporation, is empowered to
execute in the name of and on behalf of the Corporation Contract 08-5044R for Golden Gate
Groundwater Baseline Monitoring with Collier County, known as the "Organization".
BE IT FURTHER RESOLVED, that the foregoing authority shall be and continue in
full force and effect until revoked or modified by written notice. Said Organization is hereby
authorized and directed to at all times rely upon the last notice received by it or any resolution as
to the foregoing authority when such notice bears this Corporation's Seal and is signed by one
purporting to be its Assistant Secretary.
AND BE IT FURTHER RESOLVED, that the Assistant Secretary of the Corporation is
authorized to certify under the Corporate Seal of the Corporation, and said Organization is
hereby authorized to rely upon such certification of the Assistant Secretary of the Corporation
until it is formally advised of any changes therein by a subsequent certificate and under the
Corporate Seal.
IN WITNESS WHEREOF, I have affixed my name as Assistant Secretary, and have'
caused the Corporate Seal of Professional Service Industries, Inc., to be hereto affixed, this 30th
day ofJune, 2008.
ouglas A. Willis
Assistant Secretary
PSI-08-400
ATTEST:
Dwight E. I}r,o~,(fiJerk of Courts
BY,. .~ .Jj,.,~,""'~,_ ().L.
Dated:'~ '.-
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rno 3Ctn 3 Gr.rre tf
iType/prmt witness namei
se:t2:
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Approved as to form and
legal sufficiency:
~fVI~
,
Assistant County Attorney
&I/een M. 6Yeene.-.
Print Name
Page 6 of6
BOARD OF COUNTY COMMISSIONERS
COLLIER !N~' F ORIDA
By: J&t-
Professional Services Industries, Inc.
Contractor
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/ Signature
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