#08-5064 (Paints & Coatings, Inc.)
A G R E E MEN T 08-5064
for
Annual Contract for Manhole & Lift Station Rehabilitation Contractina Services
THIS AGREEMENT is made and entered into this 10th day of June, 2008, by and between the
Board of County Commissioners for Collier County, Florida, a political subdivision of the State of
Florida (hereinafter referred to as the "County" or "Owner") and Paints & Coatings, Inc., authorized
to do business in the State of Florida, whose business address is 4461 Hancock Bridge Parkway,
N. Fort Myers, FL 33903 (hereinafter referred to as the "Contractor").
WIT N E SSE T H:
1. COMMENCEMENT: The contract shall be for a one (1) year period, commencing on upon Notice
to Proceed and terminating in one (1) year, or until such time as all outstanding Purchase Orders
issued prior to the expiration of the Agreement period have been completed. This contract shall
have three one (1) year renewals, renewable annually. The County Manager, or his designee,
may, at his discretion, extend the Agreement under all of the terms and conditions contained in
this Agreement for up to one hundred eighty (180) days. The County Manager, or his designee,
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 Board of County Commissioners deemed two (2) firms to be
awarded a Contract. The awardees will enter into an Agreement to provide complete services for
Manhole and Lift Station Rehabilitation Categories B & D per BCC approval on an as-needed
basis as may be required by the Owner in accordance with the terms and conditions of Bid #08-
5064 and the Contractor's bid, which is incorporated by reference and made an integral part of
this Agreement.
3. COMPENSATION: The County shall pay the Contractor for the performance of this Agreement
pursuant to the unit price schedule offered by the Contractor in his bid, together with the cost of
any other charges/fees submitted in the proposal. In such instances, the Contractor shall submit
a copy of the appropriate pages from said price list with the invoice for the non-bid items.
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 required or made pursuant to this Agreement to be given by the County to
the Contractor shall be made in writing and shall be delivered by hand, by fax, e-mail, or by the
United States Postal Service Department, first class mail service, postage prepaid, addressed to
the following Contractor's address of record:
Paints & Coatings, Inc.
4461 Hancock Bridge Parkway
N. Fort Myers, FL 33903
(239) 997-6645
All notices required or made pursuant to this Agreement to be given by the Contractor to the
County shall be in writing and shall be delivered by hand, by fax, e-mail, or by United States
Bid 08-5064
Postal Service Department, first class mail service, postage prepaid, addressed to the following
County's address of record:
Collier County Government Complex
Purchasing Department
3301 East Tamiami Trail
Purchasing Building G
Naples, Florida 34112
Attention: Stephen Y. Carnell
Purchasing/General Services Director
Phone: 239-774-8371
Fax: 239-732-0844
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 Service 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, Florida Statutes, 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. Contractor is not
responsible for paying for permits issued by Collier County, but is responsible for acquiring all
permits. Owner may require the Contractor to deliver internal budget transfer documents to
applicable Collier county agencies when the Contractor is acquiring permits. All permits, fees
and licenses necessary for the prosecution of the Work which are not issued by Collier County
shall be acquired and paid for by the Contractor. Contractor shall pay all sales, consumer, use
and other similar taxes associated with the Work or portions thereof, which are applicable during
the performance of the Work.
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 and requirements of this Agreement, the County may terminate
said Agreement immediately for cause; further the County may terminate this Agreement for
convenience with a seven (7) day written notice. The County shall be sole judge of non-
performance.
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Bid 08-5064
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 $1,000.000 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. Business Auto Liabilitv: Coverage shall have minimum limits of $1,000,000 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. 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 $1,000,000 for each accident.
Special Requirements: Collier County Board of County Commissioners shall be listed as the
Certificate Holder and included as an Additional Insured on the Comprehensive General
Liability.
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.
12. 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 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.
13. PAYMENTS WITHHELD. Owner may decline to approve any Application for Payment, or
portions thereof, because of defective or incomplete work, outstanding punchlist items,
subsequently discovered evidence or subsequent inspections. The Owner may nullify the whole
or any part of any approval for payment previously issued and Owner may withhold any payments
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Bid 08-5064
otherwise due Contractor under this Agreement or any other agreement between Owner and
Contractor, to such extent as may be necessary in the Owner's opinion to protect it from loss
because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence
indicating probable fling of such claims; (c) failure of Contractor to make payment properly to
subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be
completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work
will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the
Contractor; or (g) any other material breach of the Contract Documents.
If any conditions described above are not remedied or removed, Owner may, after three (3) days
written notice, rectify the same at Contractor's expense. Owner also may offset against any sums
due Contractor the amount of any liquidated or unliquidated obligations of Contractor to Owner,
whether relating to or arising out of this Agreement or any other agreement between Contractor
and Owner.
14. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications
shall be approved in writing by Owner in advance.
15. CONTRACT TIME AND TIME EXTENSIONS.
A. Time is of the essence in the performance of any Work under this Agreement and Contractor
shall diligently pursue the completion of the Work and coordinate the Work being done on the
Project by its subcontractors and materialmen, as well as coordinating its Work with all work
of others at the Project Site, so that its Work or the work of others shall not be delayed or
impaired by any act or omission by Contractor. Contractor shall be solely responsible for all
construction means, methods, techniques, sequences, and procedures as well as
coordination of all portions of the Work under the Contract Documents, and the coordination
of Owner's supplies and contractors.
B. Should Contractor be obstructed or delayed in the prosecution of or completion of the Work
as a result of unforeseeable causes beyond the control of Contractor, and not due to its fault
or neglect, including but not restricted to acts of Nature or of the public enemy, acts of
Government, fires, floods, epidemics, quarantine regulation, strikes or lockouts, Contractor
shall notify the Owner in writing within forty-eight (48) hours after the commencement of such
delay, stating the cause or causes thereof, or be deemed to have waived any right which
Contractor may have had to request a time extension.
16. COMPLIANCE WITH LAWS. Contractor agrees to comply, at its own expense, with all federal,
state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable
to the Project, including but not limited to those dealing with taxation, workers' compensation,
equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553,
Florida Statutes). If Contractor observes that the Contract Documents are at variance therewith, it
shall promptly notify Owner in writing.
17.CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and
waste materials arising out of the Work. At the completion of the Work, Contractor shall remove
all debris, rubbish and waste materials from and about the Project site, as well as all tools,
appliances, construction equipment and machinery and surplus materials, and shall leave the
Project site clean and ready for occupancy by Owner.
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Bid 08-5064
18.ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior
consent in writing of Owner. If Contractor does, with approval, assign this Agreement or any part
thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the
obligations and responsibilities that Contractor has assumed toward Owner.
19. WARRANTY. Contractor shall obtain and assign to Owner all express warranties given to
Contractor or any subcontractors by any materialmen supplying materials, equipment or fixtures
to be incorporated into the Project. Contractor warrants to Owner that any materials and
equipment furnished under the Contract Documents shall be new unless otherwise specified, and
that all Work shall be of good quality, free from all defects and in conformance with the Contract
Documents.
Contractor further warrants to Owner that all materials and equipment furnished under the
Contract Documents shall be applied, installed, connected, erected, used, cleaned and
conditioned in accordance with the instructions of the applicable manufacturers, fabricators,
suppliers or processors except as otherwise provided for in the Contract Documents.
If, within one (1) year after final completion, any Work is found to be defective or not in
conformance with the Contract Documents, Contractor shall correct it promptly after receipt of
written notice from Owner. Contractor shall also be responsible for and pay for replacement or
repair of adjacent materials or Work which may be damaged as a result of such replacement or
repair. These warranties are in addition to those implied warranties to which Owner is entitled as
a matter of law.
20. EMPLOYEES. The Contractor shall employ people to work at the Owner's facilities who are neat,
clean, well groomed and courteous.
21. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or
regulations of any public authority having jurisdiction over the Project requires any portion of the
Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility
therefore, pay all costs in connection therewith and furnish to the Owner the required certificates
of inspection, testing or approval. All inspections, tests or approvals shall be performed in a
manner and by organizations acceptable to the Owner.
22. PROTECTION OF WORK.
A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any
such loss or damage until final payment has been made. If Contractor or anyone for whom
Contractor is legally liable is responsible for any loss or damage to the Work, or other work or
materials of Owner or Owner's separate contractors, Contractor shall be charged with the
same, and any monies necessary to replace such loss or damage shall be deducted from any
amounts due Contractor.
B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that
will endanger the structure, nor shall Contractor subject any part of the Work or adjacent
property to stresses or pressures that will endanger it.
C. Contractor shall not disturb any benchmark established by the Owner with respect to the
Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally
liable, disturbs the Owner's benchmarks, Contractor shall immediately notify Owner. The
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Bid 08-5064
Owner shall re-establish the benchmarks and Contractor shall be liable for all costs incurred
by Owner associated therewith.
23. EMERGENCIES. In the event of any emergency affecting the safety or protection of persons or
the Work or property at the Project site or adjacent thereto, Contractor, without special instruction
or authorization from Owner is obligated to act to prevent threatened damage, injury or loss.
Contractor shall give the Owner written notice within forty-eight (48) hours after the occurrence of
the emergency, if Contractor believes that any significant changes in the Work or variations from
the Contract Documents have been caused thereby.
If the Owner determines that a change in the Contract Documents is required because of the
action taken in response to an emergency, a Purchase Order amendment shall be issued to
document the consequences of the changes or variations.
If Contractor fails to provide the forty-eight (48) hour written notice noted above, the Contractor
shall be deemed to have waived any right it otherwise may have had to seek an adjustment to
the Contract Amount or an extension to the Contract Time.
24. OWNER RESERVES THE RIGHT TO INSPECT THE WORK and make an independent
determination as to the acceptability of the Work. Unless and until the Owner is completely
satisfied, the final payment shall not become due and payable.
25. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County
by the Alternative Transportation Modes Department.
26. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached or
referenced component parts, all of which are as fully a part of the Agreement as if herein set out
verbatim, including: Contractor's Proposal, Insurance Certificate, RFP No. 04-3536, any addenda,
any Quotation/Work Order made or issued pursuant to this Agreement, and any related plans or
specifications for any such Quotations or Work Orders.
27. 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.
28. 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.
29.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
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Bid 08-5064
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.
30. 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.
31.0FFER 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.
32. 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.
33. 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.
34. 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.
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Bid 08-5064
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.
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Second Witness
K~6.(\ Do.ry) m
Typ /Prlnt Witness Name
ATTEST: .'Ct.
DWightJ~>~Vock.:crr~~~ of Courts
"
,
By: :'
Dated-r;~:f~\:~ .' .
'-wieiltO C1Itt""""I '
.tgnR.... 0111-
Approved as to form and
legal sufficiency:
LYj)~7n ~
Robert Zachary ,
Assistant County Attorney
Paints & Coatings, Inc.
By:
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Signature
Corl (.t, La~J;rlcu'"
Typed Sig ture
Prt'$icler. (-
Title
NOTI\!::YPUJ:;LIC"~T~,,-' UF FLORlDA
"'ij'" Rc!)CCCct lllids Cooksley
~. }Commission# D0609991
"."""", Expires: !)I'.c. 12. 2010
no 'DFD THRU ATlANTIC EO.':D!\(;
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
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