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#12-5977 (Florida Land Maintenance, Inc. DBA Commercial Land Maintenance)RECEIVED A G RE E ME N T 12 -5977 FEB 13 202 RtISK !0 AN, 77_?AEI`, "_ for Landscape Maintenance for Airport Road from Cougar Blvd to Vanderbilt Beach Road THIS AGREEMENT is made and entered into this J.2t day of 20 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 Florida Land Maintenance, Inc. dba Commercial Land Maintenance authorized to do business in the State of Florida, whose business address is 3980 Exchange Avenue, Naples Florida 34104 (hereinafter referred to as the "Contractor "). WITNESSETH- 1 . COMMENCEMENT: The contract shall be for a one (1) year period, commencing on the date of of Notice to Proceed, 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 Contractor shall provide Landscape Grounds Maintenance for Collier County Government Road and Bridge Maintenance Department in accordance with the terms and conditions of Bid #12 -5977 and the Contractor's proposal referred to herein and made an integral part of this agreement. Additional landscaping projects or new installations outside of the routine maintenance may be required. These new landscape projects may be quoted as a portion of this contract, or, a separate solicitation may be issued. 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. THE CONTRACT SUM: The County shall pay the Contractor for the performance of this Work pursuant to the bid prices offered by the Contractor in his response to ITB 12 -5977 or subsequent quotes. Any County Agency may utilize the services offered under this contract, provided sufficient funds are included in the budget(s). 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: Robert Kindelan, President Florida Land Maintenance, Inc. dba Commercial Land Maintenance 3980 Exchange Avenue Naples Florida 34104 (239) 643 -6205 Page -1- (239) 643 -5012 (Fax) 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 Postal Service Department, first class mail service, postage prepaid, addressed to the following County's address of record: Collier County Government Complex Purchasing Department 3327 East Tamiami Trail Naples, Florida 34112 Purchasing /General Services Director Phone: 239- 252 -8371 Fax: 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 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 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- 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 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 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 $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 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. 11. 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. 12. PAYMENTS WITHHELD. Owner may decline to approve any invoice, 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 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 Page -3- 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. 13. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products /materials from specifications shall be approved in writing by Owner in advance. 14. CHANGES IN THE WORK. Owner shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an itemized estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon written order of Owner, and Owner shall not be liable to the Contractor for any increased compensation without such written order. No officer, employee or agent of Owner is authorized to direct any extra or changed work orally. Any modifications to this Contract shall be in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such modifications are authorized. 15. ADDITIONAL ITEMS /SERVICES. Additional items and /or services may be added to this contract in accordance with the Purchasing Policy. 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. 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. Vendor expressly warrants that the goods, materials and /or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Page -4- 20. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well - groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 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 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 written Order 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. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Road and Bridge Maintenance Department. 25. 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 Page -5- verbatim, including: Contractor's Proposal, Insurance Certificate, ITB No. 12 -5977 any addenda, etc, made or issued pursuant to this Agreement. 26. 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. 27. 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. 28. 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. No markup shall be applied to sales tax. 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 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. 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. 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. SECURITY. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Department for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years 34. 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 Page -6- 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. Statute. 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. Page -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: Dwight E. Brock, Clerk of Courts irst Witness . H Vni Type /Print Witness Name Second Witness Type /Print Witness Name Approved as to form and legal sufficiency: P'A4 -t4� Assistant Cod tyAttorfiey BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY /FLORIDA NO Geokgo A.�'Hiller, Esq., Chairwoman Contractor Florida Land Maintenance, Inc. dba Commercial Land Maintenance By: Signature 1Z � (ate � c; 41 ! � Typed Signature � t 6-AlJ Title Page -8- C40R®) CERTIFICATE OF LIABILITY IN DAE,MMODIYYYY) 1/22/2013 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). .PRODUCER Brown & Brown Of Florida, Inc. 999 Vanderbilt Beach Road Naples FL 34108 CONTACT NAME: PHONE o E 2- A/C: Not 2 2 - E -MAIL ADDRESS. INSURERS AFFORDING COVERAGE NAIC # Y INSURER A : 1257 /112013 INSURED COMME -2 INSURER B :F CI Commercial Insurance m ©1988 -2010 ACORD CORPORATION. All rights reserved. INSURER c :National Trust Insurance Com a I Florida Land Maintenance dba Commercial Land Maintenance 3980 Exchange Avenue INSURERD:North River Ins. Co. I DAMA E R NTED PREMISES (Ea occurrence ) Naples FL 34104 INSURERS: S10,000 INSURER F $1,7000,000 IIuvt=KAUCO Gtt{ I IFIGAI t NUMBER: dnn47r;ndn RFVISION NI IMRFR- 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. INSR LTR I TYPE OF INSURANCE A DL INSR 5 BR WVD POLICY NUMBER POLICY EFF MM(DD(YYYY POLJCY EXP LIMITS MM(DDfYYrO �B GENERAL LIABILITY Y Y GL00074085 - 11/2012 /112013 EACH OCCURRENCE 31,000,000 ©1988 -2010 ACORD CORPORATION. All rights reserved. X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR I DAMA E R NTED PREMISES (Ea occurrence ) 5300,000 MED EXP (Any one person) S10,000 PERSONAL & ADV INJURY $1,7000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOPAGG $2,000,000 POLICY F7 PRO- JECT LOC 5 C AUTOMOBILE LIABILITY CA001 12225 11/2012 /1/2013 N t LIMIT (Eaacciden0 � 51,000.000 X ANY AUTO BODILY INJURY (Per person) S ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident ( ) S X NON -OWNED HIRED AUTOS X AUTOS PROPERTY DAMAGE (Per accident)S D Ix UMBRELLA UAB X OCCUR 5811006078 71112012 1112013 EACH OCCURRENCE $5,000,000 EXSS LIAB CLAIMS -MADE AGGREGATE 510,000,000 DEC, X ' RETENTION SO , S A WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY PROPRIETOR /PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA Y 01 WC13A63317 1/1/2013 0 741; AU OTH- E.L. EACH ACCIDENT - S1,000,000 E.L. DISEASE - EA EMPLOYEE', 51,000,000 E.L. DISEASE - POLICY LIMIT 1 5',,000,000 DESCRIPTION OF OPERATIONS ( LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Landscaping Contractor General Liability: Additional Insured status per form # CGL026 (11 -08) - Additional Insured - Owners,Lessees, or Contractors - Automatic Stateus when required under a written agreement with you. Waiver of Subrogation applies when required under written contract per form # CGL004 (11 -08) General Liability Advantage Endorsement. Workers Compensation includes Blanket Waiver of Subrogation per form #WC000313. Contract #12 -5977 - Landscape Maintenance for Airport Road (Cougar Blvd to VBR) L.tt{ I It-ILA I In HULLIthf r n Nr-PI I A Tlnhl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, 3327 Tamiami Trail East Naples FL 34112 AUTHORIZED REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05). The ACORD name and logo are registered marks of ACORD