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#12-5835 (Creative Arts Unlimited, Inc.)AGREEMENT #12 -5835 for "Museum Exhibit Design, Fabrication and Installation" THIS AGREEMENT, made and entered into on this `ty+'day of A-e 2012, by and between Creative Arts Unlimited, Inc., authorized to do business in the State of Florida, whose business address is 3730 -70th Avenue North, Pinellas Park, Florida 33781, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County ": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on May 1, 2012, and terminating on April 30, 2013. 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 may, consistent with the Purchasing Policy, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. 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 Museum Exhibit Design, Fabrication and Installation services in accordance with the Scope of Work, terms and conditions of RFP #12 -5835 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 in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION: The contract amount of services shall be mutually agreed upon in writing by the Contractor and County Department in the form of work task proposals to be attached to, and made part of, subsequently issued Purchase Orders. The County shall pay the Contractor for the performance of this Agreement upon completion or partial completion of the work tasks as accepted and approved by the Project Manager or his designee. Payments shall be made to the Contractor when requested as work progresses, but not more frequently than once per month. 3.1 Payments will be made for articles and /or services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the Page 1 of 7 specified deadline period is subject to non - payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. The number of the Purchase Order by which authority services have been made, shall appear on all invoices. Payments will be made upon receipt of a proper invoice and in compliance with Section 218.70, Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." Collier County reserves the right to withhold and/or reduce an appropriate amount of any payments for work not performed or for unsatisfactory performance of Contractual requirements. 4. SALES TAX. 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. 5. 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: T.C. "Chuck" Stan-more Creative Arts Unlimited, Inc. 3730 -70t" Avenue North Pinellas Park, FL 33781 Phone: 727 - 525 -2066; Fax: 727- 525 -8689 E -mail: chuck @creativeartsinc.com 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 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Joanne Markiewicz, Interim Purchasing /GS Director Telephone: 239 - 252 -8975 Facsimile: 239 - 252 -6480 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. 6. 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. 7. , 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 Page 2 of 7 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. 8. 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. 9. TERMINATION. Should the Contractor be found to have failed to perform its services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement 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. 10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $1,000,000 aggregate 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 Liability: 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 $500,000 for each accident. D. Professional Liability: $1,000,000 per occurrence, each claim and in the aggregate. Page 3 of 7 Special Requirements: Collier County Government 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 ten (10) 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. BONDS. If the construction portion of each exhibit project exceeds $200,000.00, the awarded vendor shall be required to provide payment and performance bonds for 100% of the contract amount prior to commencing the work. Said bonds shall act as a security guaranteeing the vendor's work and the payment by the vendor to any other party providing labor and /or materials. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor 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 or anyone employed or utilized by the Contractor 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. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by Collier County Museum. 15. 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. 16. 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(s), RFP #12 -5835 Specifications/ Scope of Services and one Addendum. 17. 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. Page 4 of 7 18. 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. 19. 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. 20. 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. 21. 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. 22. ADDITIONAL ITEMS /SERVICES. Additional items and /or services may be added to this contract in compliance with the Purchasing Policy. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision - making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision - making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Page 5 of 7 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. 24. KEY PERSONNEI&ROTECT STAFFING: The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Contractor shall assign as many people as necessary to complete the project on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the dates set forth in the Project Schedule. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and /or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 25. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal and/or the Contractor's Proposal, the Contract Documents shall take precedence. In the event of any conflict between the terms of the RFP and the Contractor's Proposal, the language in the RFP would take precedence. Page 6 of 7 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: , " 1 00 Dwigf'' Br ©cpClerk of Courts 1 Da d: f I - First Witness Law6m MaPA%() 0 TType/ print witness nameT Second Witness wu ma r t e '(`Y1 O t Z.. TType/ print witness nameT Approved as to form and legal sufficiency-,---, 1. Attorney Print Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: - , '%"" - W Fred W. Coyle, Chairman Creative Arts Unlimited, Inc. C By: Tct;L Signature Page 7 of 7 T e, 5 rAAJludr£ Typed signature and title OP ID: KB DATE (MM /DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE I 04/26/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION 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). CONTACT PRODUCER 727 - 393 -3612 NAME: Hartselle & Associates 727- 391 -1204 PHONE Fax 8200 113th St N Ste 201 A/C Ext : AIC E -MAIL No Seminole, FL 33772 ADDRESS: Art Hartselle PRODUCER r1lcrnmp;? Ins• CREAT-2 INSURED Creative Arts Unlimited Inc INSURER A: Southern Owners Insurance Co 3730 70th Ave INSURER B: Owners Insurance Co. Pinellas Park, FL 33781 -4605 INSURER c .Auto Owners insurance Co INSURER D: Associated Industries Ins Co COVERAGES - -- - -- THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN SR LTR TYPE OF INSURANCE GENERAL LIABILITY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDD /YYYY LIMITS EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTF PREMISES Ea occurrence $ 300,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F_XI OCCUR X 90231220509731 03/15112 03/15/13 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 3,000,000 $ POLICY LK PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO B ALL OWNED AUTOS 95- 425-731 -03 09/30/11 09/30/12 X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ B B B SCHEDULED AUTOS HIRED AUTOS NON- OWNEDAUTOS X X Comprehensive $ $100 De Collision $ $250 Ded C UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 95 -425- 731 -01 03/15/12 03/15/13 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DEDUCTIBLE $ $ RETENTION $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE Y/❑N OFFICER /MEMBER EXCLUDED? (Mandatory in NH) N/A AWC1007269 04/01/12 04/01/13 X WC TA LIMITS X O R E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below 7_7 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Collier County Board of County Commissioners is named as an Additional Insured to the policies. Contract #12- 5835. "Museum Exhibit Design,Fabrication and installation ". Professional Liability is included under the comprehensive General Liability policy. #%A\I^CI 1 ATIf141 lJ IV00_z VUV #A%1VRL/ VVRr\Jrl/111V1V. /y1111y11w 1.... rcu. ACORD 26 (2009109) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Administrative Services Division, Purchasing Department 3327 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples. FL 34112 lJ IV00_z VUV #A%1VRL/ VVRr\Jrl/111V1V. /y1111y11w 1.... rcu. ACORD 26 (2009109) The ACORD name and logo are registered marks of ACORD