#06-3980 Assumption Agreement (Gannett Fleming)
ASSUMPTION AGREEMENT
This Asswnption Agreement is made and entered into as of \\.~y-~ \ \::.
and between Gannett Fleming, Inc. ("Gannett Fleming"), and Co her County,
subdivision of the State of Florida ("County").
, 20IO, by
a political
WHEREAS, on July 25, 2006, the Collier County Board of County Commissioners
entered into Contract 06-3980 "Annual Contract for Traffic Engineering Consultant Services"
with Vanus Engineering Evolution, Inc. ("Vanus") (attached hereto as Exhibit A); and
WHEREAS, on September 29, 2009, the County entered into Contract 09-5229
"Consultant Services for Collier County Signal Retiming Project" with Vanus (attached hereto as
Exhibit B); and
WHEREAS, on March 9, 20IO, the County entered into Contract 09-5262 "County Wide
Engineering 'Services - Civil-Transportation Planning (CI- TRPL) and Civil-Transportation
Traffic (CI-Traf)" with Vanus (attached hereto as Exhibit C); and
WHEREAS, Gannett Fleming hereby represents to Collier County that by virtue of an
asset purchase agreement, Gannett Fleming is the successor in interest to Vanus in relation to
these three Agreements; and
WHEREAS, the parties wish to formalize Gannett Fleming's assumption of rights and
obligations under these three Agrecments, effective as of the date first above written.
NOW THEREFORE, in consideration of the mutual promises in this Assumption
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the parties, it is agreed as follows:
I. Gannett Fleming accepts and assumes all rights, duties, benefits, and obligations
of the Consultant under the attached Agreements, including all existing and future obligations to
pay and perform under these Agrcements.
2. Gannett Fleming will promptly deliver to County evidence of insurance consistent
with these Agreements.
3. Except as expressly stated, no turther supplements to, or modifications of, these
Agreements are contemplated by the parties.
4. Notice required under these Agreements to be sent to Consultant shall be directed
to:
CONSULTANT:
Gannett Fleming, Inc.
P.O. Box 67IOO
Harrisburg, P A 17106
Attention: Robert M. Scaer, President
5. The County hereby consents to Gannett Fleming assumption of the Agreements.
No waivers of performance or extensions of time to perform are granted or authorized. The
County will treat Gannett Fleming as the Consultant for all purposes under the Agreement.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Asswnption
Agreement effective as of the date first above written.
FOR COLLIER COUNTY:
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AJ"rE~m:':
/15w.roHT .E. BROCK, Clerk
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
~w.~
Fred W. Coyle, Chairman
FOR Gannett Fleming, Inc.:
By:A /-?../
Robert M, caer, President
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Assistant ~..,
Date: "1- / -/ 0
Date:
By:
rmJlJl'Uegal sufficiency:
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-----,
ACORD'" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDOfYYYY)
\0-...--- 3/30/2010
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 NAME:
Gunn-Mowery, LLC IrA~gNJo Ext: 7Yl:::_-'lf1.1 -4(:;00 _--1...rAX
P. o. Box 900 E-MAIL ~C,No~1...6..l.=...6..l5...9..._
Camp Hill PA 17001-0900 ADDRESS; __'__..U
PRODUCER
CUSTOMER 10 #:
INSURER(SI AFFORDING COVERAGE NAIC#
INSURED INSURER A :Discover Propt & Casual tv 3_6463
Gannett Fleming Inc .-.--
P. O. Box 67100 INSURER B :Everest National Insurance Co. 1_Qll9_~
Harrisburg PA 17106-7100 ~~UREB..s.._.__
~ERD: -
INSURER E :
INSURER F ;
COVERAGES
CERTIFICATE NUMBER: 986856320
REVISION NUMBER:
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 DESCR18ED HEREIN IS SUBJECT
TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAlO CLAIMS.
INSR = = POLICY NUMBER - .~~ ~OUCY EFF. I ,:OllCY EXP
LT" TYPE OF INSURANCE MM/DDNYVY MM/DDNYVY LIMITS
A GENERAL L1ABIUTY Y Y D262L00106 2/1/2010 2/1/2011 EACH OCCURRENCE $1,000,000
-- !::I~~AGE 10 f{I::N I 1::5
x COMMERCIAL GENERAL LIABILITY PREMISES lEa occurrence\ $1,000,000
I CLAIMS-MADE ~ OCCUR MED EXP (Anyone person) $10,000
- ~~ONAl & ADV INJURY $1,000,000
GENERAL AGGREGATE $2,000,000
~'~ AGGRE~E ILlMIT APnSIPER PRODUCTS - COMP/OP AGG $2,000,000 --
POLlCY X ~~RT lOC .
A AUTOMOBILE LIABILITY y y D262AOO072 2/1/2010 2/1/2011 COMBINED SINGLE LIMIT $1,000,000
t~ ANY AUTO (Eaaccident)
BODILY INJURY (Per person) .
.~ ALL OWNED AUTOS BODILY INJURY (Per accident) $
X SCHEDULED AUTOS
- PROPERTY DAMAGE .
X HIRED AUTOS (Peraccidenl)
-
X NON-OWNED AUTOS .
-
.
B UMBRELLA L1AB f-1 OCCUR Y y 71C8000277101 2/1/2010 2/1/2011 EACH OCCURRENCE $2,000,000
f--
x EXCESS L1AB CLAIMS-MADE AGGREGATE $2, ~OO, 000
- -----
f--- DEDUCTIBLE --..-- .
X RETENTION $0 .
A WORKERS COMPENSATION y D262WOO103 2/1/2010 2/1/2011 X I T"cl~nt.J,~S I IOl~-
AND EMPLOYERS' LIABILITY VIN
ANY PROPRIETOR/PARTNER/EXECUTIVE D E,L. EACH ACCIDENT $500,000
OFFICER/MEMBER EXCLUDED? N/A --
(Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $500,000 .-...- -
II yes, describe under
DESCRIPTION OF OPERATIONS below E,L. DISEASE - POLICY LIMIT $500,000
A when required by y y D262LOO106 2/1/2010 2/1/2011 Blanket Additional Insured
signed contract waiver of Subro applies
Primacy applies
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remark. Schedule, If more space Is required)
1009-0-0010003 Contract # 09-5262 County Wide Engineering Services. Collier County Government is
considered as an Additional Insured for General, Automobile and Excess Liability as their interest may
appear. XCU applies. Primacy applies. The Umbrella policy follows form over the underlying General
Liabilitv, Automobile Liabilitv and Workers Compensation policies. [Vanus - SLS/02]
CERTIFICATE HOLDER
CANCELLATION 90
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 BOARD OF COUNTY
COMMISSIONERS
4350 WEST CYPRESS STREET AUTHORIZED REPRESENTATIVE
SUITE 340
TAMPA FL 33607 ,j/..., t,-j.,/(h.../
I
ACORD 25 (2009/09)
@1988-2009ACORDCORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
~
ACORD~ CERTIFICATE OF LIABILITY INSURANCE Page I DATE (MMIDDIYYVY)
\-....---" 1 of 2 04/01/2010
PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
willis of Pennsylvania, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
26 Century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
p, 0, Box 305191
Nashville, TN 37230-5191 INSURERS AFFORDING COVERAGE NAIC#
1m - ------------- -- --..-- --------- .--
INSURED Gannett Fleming, Inc. INSURER A New ~~pshire In~ur~nce Comp~~y 23~41-00~_
-
PO Box 67100 INSURER B"
Harrisburg, PA 17106-7100 ---- -------- - -- ---
INSURER C" ---- -
----- - ---
: INSU~~~~ ------ - .. --
, 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 TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE L!~_~~~ SHOWN MAY HA~~_BEEN RED~CE~! P~~C~I_MS.~__ ___ _____~--- __ ______
I~f: 1'\r.Ps~ TYPE OF INSURANCE POLICY NUMBER S2flft~'[,~ b2~~~ijf&b~N LIMITS
EACH OCCURRENCE $
DAMAGE TO REN"i"E'O
:_~RE~JSES rEa occurel}Q_ej __ $
__~~_qEXr:'_~~oneper~)_ $
_PERSONAL_~AOVINJURY $
I GENERALAgGREGATE $
_ PRODUCTS_:.. COMP/OP AGG L___
~NERAL LIABILITY
_ ___~MMERCIAL GENE~~~}ABILlTY
CLAIMS MADE OCCUR
--
-
C---
_1__
~N'LAGGRE_S':~"!..E LIMIT AP~~ PER'
I I POLICY I ,jf8r I ! LOC
----
AUTOMOBILE LIABILITY
~ ANY AUTO
ALL OWNEO AUTOS
____ SCHEDULED AUTOS
_~' HIRED AUTOS
~ NON-OWNED AUTOS
; _G,I\jGE LIABILITY
!, ANY AUTO
COMBINEDSINGLEL=iMIT $.
(Eaaccldenl)
~--- ---- ----
BODILY INJURY $
(Per person)
--------- ---------- ---
BODILY INJURY
(Per accident) 1$
--- ---------
-
I
PROPERTY DAMAGE
{Per accident)
~Clf;lL Y~_EAACCIDEN"!...___~
EAACC $
OTHER THAN
AUTO ONLY:
AGG $
$
---
---
EXCESS I UMBRELLA LIABILITY
1- CLAIMS MADE
EACH OCCURRENCE
---- ---
-------' OCCUR
-l DEDUCTIBLE
'RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y IN!
ANY PROPRIETORlPARTNERlEXECUTIVE [-----' '
OFFICERlMEMBER EXClUDED?___J
(MandaloryinNH)
~~E61~~~~O~I~~NS below
A OTHER
I Professional Liability
_ .-:.~GREGA!..~
---~-
:
,
i
I
--.$
------~
$
! I T~~~m~ws
10TH-
I'ER
E.L. EACH ACCIDENT ____
E,L. DISEASE - EA EMPLOYEE
L_n_
$
$
---
--
21456764
14/1/2010
.
14/1/2011
!
,
EL. DISEASE - POLICY LIMIT
1
1
I $1,000,000 Each Claim
i $1,000,000 Aggregate
DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Re, 1009-0-0010003
Contract No. 09-5262 County Wide Engineering Services. [Vanus
SLS/02] .
CERTIFICATE HOLDER
CANCELLATION
Collier County
Attn: Contract Administration REPRESENTATIVES.
3301 E. TamiaJlli Trail East AUTH~IZEDREPRESENTA IVE
Naples, FL 34112 ~ ,. rr
ACORD 25 (2009/01) Co11, 2977814 Tp1: 1067862 Cert: 14032519 @1988-2009ACORDCORPORATION.Allrightsreserved.
The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ 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
Page 2 of 2
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
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).
DISCLAIMER
This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2009/01)
Co11:2977814 Tp1:1067862 Cert:14032519
If,r11S
Contract 06-3980
Annual Contract for Traffic Engineering Consultant Services
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 25th day of July, 2006, 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 Vanus Engineering Evolution,
Inc., authorized to do business in the State of Florida, whose business address is 4350 West Cypress
Street, Suite 340, Tampa, FL 33607 (hereinafter referred to as the "CONSULTANT'').
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT Traffic Engineering services expeditiously when a need arises in connection with a
Collier County construction project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT Traffic Engineering
services on a fixed term basis as directed by OWNER for such projects and tasks as may be required
from time to time by OWNER.
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16f,1 9
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1,1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional CONSULTANT Traffic Engineering services
(hereinafter the "Services") as herein set forth, The term "Services" includes all Additional Services
authorized by written Amendment as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments to any particular Work Order. CONSULTANT acknowledges and agrees that
each individual Work Order shall not exceed $90,000 unless otherwise approved in writing by the
Board of County Commissioners, and that the total initial compensation for all Work Orders issued
under this Agreement shall not exceed $500,000 annually, unless otherwise approved in writing by
the Board of County Commissioners of Collier County.
1.2,1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSUL TANT shall not provide any Services to OWNER unless and to the extent they are required
in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall
be at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
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1,2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an
agreement with respect to such Services, including, but not limited to the scope, compensation and
schedule for performance of those Services, a Work Order shall be prepared which incorporates the
terms of the understanding reached by the parties with respect to such Services and if both parties
are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way,
1.2,6 All duly executed Work Orders (including all written Amendments thereto) are hereby
incorporated into and made a part of this Agreement by reference.
1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
such licenses as are required to do business in the State of Florida and in Collier County, Florida,
including, but not limited to, all licenses required by the respective state boards and other
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16619
governmental agencies responsible for regulating and licensing the professional Services to be
provided and performed by the CONSULTANT pursuant to this Agreement.
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization or
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Jay H.L. Calhoun, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"),
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order, CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER,
1.6 CONSUL TANT agrees, within fourteen (14) calendar days of receipt of a written request from
Owner to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
A-4
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16131.
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause, Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional CONSULTANT Traffic Engineering services that will be required under this
Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant
to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance
with the generally accepted standards of professional practice in the State of Florida, as well as in
accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements
of any governmental agencies, including the Florida Building Code where applicable, which regulate
or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In
the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such
conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such
conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its
obligation to deliver complete and accurate documents necessary for successful completion of the
Services required under the subject Work Order.
1.8 CONSULTANT agrees not to divulge, furnish or rnake available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non-public information concerning the
Services to be rendered by CONSULTANT hereunder. and CONSULTANT shall require all of its
A-5
employees, agents, subconsultants and subcontractors to comply with the
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provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas,
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
State Plane East (US Feet) Coordinate System (NAD 83/90), The drawings should either reference
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e, right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment authorizing those Additional Services. With
respect to the individuals with authority to authorize Additional Services under this Agreement, such
authority will be as established in OWNER'S Administrative Procedures in effect at the time such
services are authorized. Except in an emergency endangering life or property, any Additional
Services must be approved in writing via an Amendment or Change Order to the subject Work Order
prior to starting such services. OWNER will not be responsible for the costs of Additional Services
commenced without such express prior written approval. Failure to obtain such prior written approval
for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such
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Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but
rather a part of the Services originally required of CONSULTANT under the subject Work Order. If
OWNER determines that a change in a Work Order is required because of the action taken by
CONSULTANT in response to an emergency, and Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that wouid have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
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(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations:
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
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ARTICLE 4
TIME
4.1 Attached to each Work Order shall be a computer generated bar graph time schedule
("Schedule") for the performance of the Services required under the subject Work Order. Said
Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by
CONSULTANT shall be commenced, performed and completed in accordance with the Work Order
and the Schedule. Time is of the essence with respect to the performance of the Services under
each Work Order,
4,2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, slrikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision.
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This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4,6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
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ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services, The Rate Schedule
shall be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4,6 above, as directed by OWNER.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup, to the extent such reimbursement is
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
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'-'.
5.2,2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.2.2,2
Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.2.23,
Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4.
Expense of models for the OWNER'S use,
5.2.25
Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.2.2.6
Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any
of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
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5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
5,6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
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Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task, CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
71 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
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may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8,1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, 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 CONSULTANT or anyone employed or
utilized by the 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 8.1.
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ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9,2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida,
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9,3,1 All insurance policies, other than the Business Automobile policy, Professional Liability
policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements
of this Agreement shall name Collier County, Florida, as an additional insured as to the operations of
CONSULTANT under this Agreement and shall contain a severability of interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
OWNER for payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of CONSULTANT,
9.3,3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9,3,6 All insurance policies to be provided by CONSULTANT pursuant to the terms hereof
must expressly state that the the exclusive venue for any action concerning any matter under those
. policies shall be in the appropriate court situated in Collier County, Florida,
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of
Insurance of the State of Florida to transact the appropriate insurance business in the State of
Florida,
9.5,2 The insurance company must have a current A. M, Best financial rating of "Class VI"
or higher.
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ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
1 0.1 The Services to be performed hereunder shall be performed by CONSULTANTS own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order, Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by terms this Agreement and any subsequently issued Work Order,
and to assume toward the CONSULTANT all the obligations and responsibilities which the
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CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12,1 This Agreement is afixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12,2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANTS failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANTS failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANTS principals,
officers or directors, or (d) CONSULTANTS failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANTS failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12,2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12,1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension, If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein,
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER othelWise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order, If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-in-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14, 1 CONSULTANT 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, CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services,
ARTICLE 15
MODIFICATION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners,
Collier County Florida
Purchasing Department, Purchasing Building
3301 Tamiami Trail East
Naples, FI. 34112
Attention: Stephen y, Carnell, Purchasing/GS Director
Fax: 239-732-0844
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16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Vanus Engineering Evolution, Inc.
4350 West Cypress Street, Suite 340, Tampa, FL 33607
Telephone: 813-831-8870
Fax: 813-831-9375
Attn: Jay H.L. Calhoun, PE
16,3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and
assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
17,3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments,
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17,9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
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by the United States government. 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.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and
deliver to OWNER the Truth-in-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates
and other factuai unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
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public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 20
DISPUTE RESOLUTION
20.1 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 CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER 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
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'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.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for Annual Contract for Traffic Engineering Consultant Services the day and year first
written above,
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
:. . ~ ",:,
D~~'B~.....ler~
~. l .:
Date: 1::> l1--1 Db
. .... AttlS.t."~.,to OIIh..1III ,
"r1lij1l&tiJi"e on 1 .
By ~;:-~~.;-
Frank Halas, Chairman
Approved as to form and
legal su . .
~
Vanus Engineering Evolution, Inc.
d/b/a VANUS, Inc.
Cx.-4l d CJ ( r1tD
Witness ~.-_. ..-
By: ,,^ ., JJJ.. C:..ul-"'U": )
a )
Administration Jav H. L. Calhoun. PE, President
Typed Name and Title
Sara E. Olney. PE. Vice President - ITS
. '1~::-'ifo8'9""
Typed Name and Title
Agenda ~/~c-tlt__
Dale ~
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19
SCHEDULE A
WORK ORDER #
Agreement for title of contract, Dated:
,200
(RFP/Bid 00-0000)
This Work Order is for professional describe services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work
Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to:
name of firm.
Scope of Work: As detailed in the attached proposal and the following:
. Task I
. Task II
. Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance
with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time &
Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define
which method will be used for which tasks)
Task i $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to Schedule "A" of the original Contract Agreement.
PREPARED BY:
~
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-3D
16819
SCHEDULE B
RATE SCHEDULE
06-3980 Annual Contract for Traffic Engineerina Consultant Services
Principal $18800
Project Manager $150.00
Senior Planner $142.00
Senior Transportation Designer $ 95.00
Senior Technologist $150.00
Transportation Designer $ 78.00
Planner/Engineer $105.00
Senior Technician $ 90.00
Technician $ 69.00
3 Person Field Crew $155.00
2 Person Field Crew $125.00
Administrative Assistant $ 60.00
Clerical $ 48.00
This list is not intended to be all inclusive. Hourly rate fees for other categories of
professional, support and other services shall be mutually negotiated by the County and
firm on a project by project basis as needed
END OF SCHEDULE B
TPA#197126S.5 Fixed Tenn PSA B-1
.. ---~.'- .. ~"'''-----~---~'''''---_.''
'h "J ]0
ACORD. CERTIFICATE OF LIABILITY INSURANCE OP 10 ZE DATE(MMIO~'
VANUS-1 08/01/06
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Mynatt Insurance Agency, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
2901 W. Busch Blvd., Ste. 1010 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
Tampa FL 33618-4525
Phone: 813-932-5511 Fax:813-931-4459 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A USF&G
INSURER B St, Paul Guardian InB. Co.
Vanus Engineeriag INSURER C AmeriCAn turicb
Evolution, Inc. a VANUS loll'. COlllp~y
4350 W. c~ress St.,Ste.340 INSURER D'
Tampa FL 607 -~
INSURER E'
1
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOT'NITHSTANDING
ANY REQUIREMENT, TERM OR CONDITJON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED 8YTHE 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.
LTR NSR TYPE OF INSURANCE POLICY NUMBER I ~~,;!~T,i~r6~t: DATE MM/DDNYI'" LIMITS
~NERAL LIABILITY EACH OCCURRENCE '1.000,000
A X X COMMERCIAL GENERAL LIABILITY BK01253255 12/02/05 12/02/06 PREMlsHYE~~ur8nc8l '1.000,000
I CLAIMS MADE ~ OCCUR -
MED EXP (Any on8 person) S 10/000
PERSONAL & ADV INJURY S 1/000,000
GENERAL AGGREGATE S 2/000/000
il'~ AGG~nE LIMIT APf~Y PER: i I PRODUCTS. COMPIOP AGG . 2.000,000
X POLICY ~f8T LOC I
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1/000/000
X ANY AUTO (Eaaccident)
f- -
f- ALL OWNED AUTOS BODILY INJURY
.
SCHEDULED AUTOS BK01263255 12/02/05 12/02/05 (Pl!rperson)
~ I
A f HIRED AUTOS BODilY INJURY
{Per accident) .
NON-OWNED AUTOS
---....- ,
- PROPERTY DAMAGE i S
(Para~id8nt)
GARAGE LIABILITY AUTO ONLY - fA ACCIDENT .
==j ANY AUTO OTHER THAN EAACC . --
AUTO ONL V- AGG .
EXCESS/UMBRELLA LIABILITY I i EACH OCCURRENCE .
I
,~ OCCUR D CLAIMS MADE -
I AGGREGATE .
I .
[=1 ~EOUCTIBLE , r .
RETENTION . : .
WORKERS COMPENSATION AND 1_;~J;t;Wy\II~WS I IUd~-
EMPLOYERS' LIABILITY BW02196280 05/01/06 05/01/07 I E.l.EACHACCIDENT Sl/OOO,OOO
B ANY PROPRIETORlPARTNERJEX.ECUTIVE
OFFICER/MEMBER EXCLUDED? E.l. DISEASE - EA EMPLOYEE .1,000,000
I!ye!l,descrlbeunder EL. DISEASE - POLICY LIMIT .1,000,000
SPECIAL. PROVISIONS below
OTHER
C Professional EOC937394003 05/05/06 05/05/07 Ea. Claim 1,000,000
Liabilitv Aqqreqate 1,000,000
DESCRIPTION OF OPERATIONSJ LOCATIONS I VEHICles I EXCLUSIONS ADDED BY eNDORSEMENT I SPECIAL PROVISIONS
Contract 06-3980 - Annual Contract for Traffic Engineering Consultant
Services.
Collier County Government is named as Additional Insured..
CERTIFICATE HOLDER
CANCELLATION
Collier County Government
Attn: Contract Administration
Purchasing Department
3301 E Tamiami Trail
Naples FL 34112
SHOULD ANY OF THE ABOVE DESCRIBEO POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAil ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMEO TO THE LEFT, BUT FAILURE TO DO so SHALL
IMPOSE NO OBLIGATION OR LIABILITY ANY KINO UPON THE INSURER,ITS AGENTS OR
ACORO 25 (2001/08)
James Connor
@ACORDCORPORATION1988
16619
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
contain a provision that coverages afforded under the policies will not be canceled or
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16819
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice, In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
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"
,. n 1 9
,.,;'
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT, The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used, The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than thirty (30)
calendar days prior to the date of their expiration. Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
engaged in the work under this Agreement in accordance with the laws of the State of
Florida, The amounts of such insurance shall not be less than:
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16819
a, Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
~ $1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed,
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
_ Applicable ~ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable _X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? ~ Yes _ No
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
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16819
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
~General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording, "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you,"
Applicable deductibles or self-insured retentions shall be the sole responsibility of
CONSULTANT, Deductibles or self-Insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or its designee.
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16819
(3) The OWNER shall be named as an Additional Insured and the policy shall
be endorsed that such coverage shall be primary to any similar coverage carried by the
OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable ~ Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable ~ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? ~ Yes No
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
limits of not less than:
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16819
X Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(1) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? X Yes No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recover against
OWNER as to any claims under this insurance, Such insurance shall have limits of not
less than:
_ $ 500,000 each claim and in the aggregate
-L $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
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16819
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT, Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision, In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours
after receipt, of any notices of expiration, cancellation, non-renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20%) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
C-8
PROJECT PROFESSIONAL LIABILITY
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of CONSULTANT'S professional liability policy. If no credit is available from
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs
during the term of the project policy (and on any subsequent professional liability
policies that renew during the term of the project policy). CONSULTANT agrees that
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER for the provision of project-specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self-insured retention and the risk of
uninsured or underinsured consultants,
(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
c, Current deductibles/self-insured retention.
d, Current underwriter,
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1,.
e. Amount (in both dollars and percent) the underwriter will give as a credit if
the policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
g. Affirmation that the design firm will complete a timely project errors and
omissions application.
(3) If OWNER elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as
named insureds,
C-10
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287,055, Florida Statutes, Vanus Engineering Evolution, Inc. hereby certifies that
wages, rates and other factual unit costs supporting the compensation for the services
of the CONSULTANT to be provided under the Professional Services Agreement,
concerning Annual Contract for Traffic Engineering Services are accurate, complete
and current as of the time of contracting.
Vanus Engineering Evolution, Inc.
d/b/a VANUS, Inc.
BY: In.~ r~JJ......,./<)
Jay H. L.1Calhoun, PE
TITLE: President
DATE:~'A.f: 11200(..,
0-1
1684
Contract # 09-5229
Consultant Services for Collier County Signal Retiming Project
Local Agency Program (LAP) Funded
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this~ day of
,- .
0<>P+h< 6"...- , 20Qi,
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
Van us, Inc., authorized to do business in the State of Florida, whose business address is 4350
West Cypress Street, Suite 340, Tampa, FL 33607 (hereinafter referred to as the
"CONSULTANT").
WIT N E SSE T H:
WHEREAS, the OWNER desires to obtain the professional Consulting Engineering
services of the CONSULTANT concerning Consultant Services for Collier County Traffic
Signal Retiming Project (hereinafter referred to as the "Project"), said services being more
fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated
herein;
WHEREAS, the CONSULTANT has submitted a proposal for provision of those services;
and
WHEREAS, the CONSULTANT represents that it has expertise in the type of
professional services that will be required for the Project.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
E.x.'^-., '"b
1684 4
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1,1, CONSULTANT shall provide to OWNER professional Engineering Consulting services
in all phases of the Project to which this Agreement applies.
1.2 The Basic Services to be performed by CONSULTANT hereunder are set forth in the
Scope of Services described in detail in Schedule A. The total compensation to be paid
CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B,
"Basis of Compensation", which is attached hereto and incorporated herein.
1,3. The CONSULTANT agrees to obtain and maintain throughout the period of this
Agreement all such licenses as are required to do business in the State of Florida and in Collier
County, Florida, including, but not limited to, all licenses required by the respective state boards
and other governmental agencies responsible for regulating and licensing the professional
services to be provided and performed by the CONSULTANT pursuant to this Agreement.
1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization
or other form of legal entitlement to practice such services, it shall employ and/or retain only
qualified personnel to provide such services to OWNER.
1 ,5. CONSULTANT designates Jay HL Calhoun, a qualified licensed professional to serve
as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project
Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the
services to be provided and performed under this Agreement. Further, the Project Coordinator
has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating
2
1684
to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by
the CONSULTANT hereunder. The Project Coordinator shall not be removed by
CONSULTANT from the Project without OWNER'S prior written approval, and if so removed
must be immediately replaced with a person acceptable to OWNER.
1 ,6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request
from Owner to promptly remove and replace the Project Coordinator, or any other personnel
employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any
personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform services or work pursuant to the requirements of this Agreement, said
request may be made with or without cause. Any personnel so removed must be immediately
replaced with a person acceptable to OWNER.
1,7, The CONSULTANT represents to the OWNER that it has expertise in the type of
professional services that will be performed pursuant to this Agreement and has extensive
experience with projects similar to the Project required hereunder. The CONSULTANT agrees
that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to
the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all
applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any
governmental agencies, including the Florida Building Code where applicable, which regulate or
have jurisdiction over the Project or the services to be provided and performed by
CONSULTANT hereunder. In the event of any conflicts in these requirements, the
CONSULTANT shall notify the OWNER of such conflict and utilize its best professional
judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of
the design documents in no way relieves CONSULTANT of its obligation to deliver complete
and accurate documents necessary for successful construction of the Project.
)
1684
1.7.1 The County reseNes the right to deduct portions of the (monthly) invoiced (task) amount
for the following: Tasks not completed within the expressed time frame, including required
deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or
federal requirements and/or codes and ordinances applicable to Consultant's performance of
the work as related to the project. This list is not deemed to be all-inclusive, and the County
reseNes the right to make sole determination regarding deductions. After notification of
deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these
funds would be forfeited by the Consultant. The County may also deduct or charge the
Consultant for seNices and/or items necessary to correct the deficiencies directly related to the
Consultant's non-performance whether or not the County obtained substitute performance,
1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm
or organization, without OWNER'S prior written consent, or unless incident to the proper
performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or
legislative proceedings where such information has been properly subpoenaed, any non-public
information concerning the seNices to be rendered by CONSULTANT hereunder, and
CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to
comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt
written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established SUNey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the
RTK(Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have
common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement -
EOP, etc), and adhere to industry standard CAD specifications.
4
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
1684
If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT
shall furnish or obtain from others Additional Services of the types listed in Article Two herein.
The agreed upon scope, compensation and schedule for Additional Services shall be set forth in
the Amendment authorizing those Additional Services, With respect to the individuals with
authority to authorize Additional Services under this Agreement, such authority will be as
established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time
such services are authorized. These services will be paid for by OWNER as indicated in Article
Five and Schedule B, Except in an emergency endangering life or property, any Additional
Services must be approved in writing via an Amendment to this Agreement prior to starting such
services. OWNER will not be responsible for the costs of Additional Services commenced
without such express prior written approval. Failure to obtain such prior written approval for
Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such
Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but
rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER
determines that a change in the Agreement is required because of the action taken by
CONSULTANT in response to an emergency, an Amendment shall be issued to document the
consequences of the changes or variations, provided that CONSULTANT has delivered written
notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence, Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an
adjustment to its compensation or time of performance under this Agreement. The following
services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional
Services:
5
16:. I.
t.! ',e.
,
2.1. Preparation of applications and supporting documents (except those already to be
furnished under this Agreement) for private or governmental grants, loans, bond issues or
advances in connection with the Project.
2.2. Services resulting from significant changes in the general scope, extent or character of
the Project or its design including, but not limited to, changes in size, complexity, OWNER'S
schedule or character of construction; and revising studies, reports, design documents or
Contract Documents previously accepted by OWNER when such revisions are required by
changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not
reasonably anticipated prior to the preparation of such studies, reports or documents, or are due
to any other causes beyond CONSULTANT'S control and fault.
2.3 Providing renderings or models for OWNER'S use.
2.4 Investigations and studies involving detailed consideration of operations, maintenance
and overhead expenses; the preparation of feasibility studies, cash flow and economic
evaluations, rate schedules and appraisals; and evaluating processes available for licensing and
assisting OWNER in obtaining such process licensing.
2,5, Furnishing services of independent professional associates and consultants for other
than the Basic Services to be provided by CONSULTANT hereunder.
2,6, Services during travel outside of Collier and Lee Counties required of CONSULTANT and
directed by OWNER, other than visits to the Project site or OWNER's office.
2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise
provided for herein.
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2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation,
or other legal or administrative proceeding, involving the Project (except for assistance in
consultations which are included as part of the Basic Services to be provided herein).
2.9 Additional services rendered by CONSULTANT in connection with the Project, not
otherwise provided for in this Agreement or not customarily furnished in Collier County as part of
the Basic Services in accordance with generally accepted professional practice.
ARTICLE THREE
OWNER'S RESPONSIBILITIES
3,1. The OWNER shall designate in writing a project manager to act as OWNER'S
representative with respect to the services to be rendered under this Agreement (hereinafter
referred to as the "Project Manager"). The Project Manager shall have authority to transmit
instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S services for the Project. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would
have the effect, or be interpreted to have the effect, of modifying or changing in any way
whatever:
(a) The scope of services to be provided and performed by the CONSULTANT
hereunder;
(b) The time the CONSULTANT is obligated to commence and complete all such
services; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT.
3.2. The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by
the CONSULTANT for payment for services and work provided and performed
in accordance with this Agreement;
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER's
requirements for the Project, including design objectives and constraints,
space, capacity and performance requirements, flexibility and expandability,
and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S
possession pertinent to the Project, including existing drawings, specifications,
shop drawings, product literature, previous reports and any other data relative
to the Project;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the
Project site to perform the services to be provided by CONSULTANT under this
Agreement; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by
the OWNER with respect to the services to be rendered by CONSULTANT
hereunder.
ARTICLE FOUR
TIME
4.1, Services to be rendered by CONSULTANT shall be commenced subsequent to the
execution of this Agreement upon written Notice to Proceed from OWNER for all or any
designated portion of the Project and shall be performed and completed in accordance with the
Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of
the essence with respect to the performance of this Agreement.
4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its
services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts
of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or
lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after
8
., 'J!3 4
commencement of such delay, stating the specific cause or causes thereof, or be deemed to
have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or
progress of CONSULTANT'S services from any cause whatsoever, including those for which
OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to
perform or give rise to any right to damages or additional compensation from OWNER.
CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to
its schedule provided, however, the granting of any such time extension shall not be a condition
precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall
expressly apply to claims for early completion, as well as claims based on late completion.
Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided
hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation
shall be equitably adjusted, with respect to those services that have not yet been performed, to
reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of
such delays.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the
services to be provided hereunder in a timely manner, in addition to any other rights or remedies
available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold
any and all payments due and owing to the CONSULTANT until such time as the
CONSULTANT resumes performance of its obligations hereunder in such a manner so as to
reasonably establish to the OWNER's satisfaction that the CONSULTANT'S performance is or
will shortly be back on schedule,
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue
performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be
9
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or
any other damages hereunder.
ARTICLE FIVE
COMPENSATION
5.1. Compensation and the manner of payment of such compensation by the OWNER for
services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled
"Basis of Compensation", which is attached hereto and made a part hereof.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon the completion or termination of this Agreement, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other
technical data, other than working papers, prepared or developed by or for CONSULTANT
under this Agreement ("Project Documents"). OWNER shall specify whether the originals or
copies of such Project Documents are to be delivered by CONSUL TANT. CONSULTANT shall
be solely responsible for all costs associated with delivering to OWNER the Project Documents,
CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and
internal use.
6.2, Notwithstanding anything in this Agreement to the contrary and without requiring OWNER
to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use on this Project.
CONSULTANT warrants to OWNER that it has full right and authority to grant this license to
OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to
complete the Project following CONSULTANT'S termination for any reason or to perform
additions to or remodeling, replacement or renovations of the Project. CONSULTANT also
acknowledges OWNER may be making Project Documents available for review and information
to various third parties and hereby consents to such use by OWNER.
10
ARTICLE SEVEN
MAINTENANCE OF RECORDS
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7.1. CONSULTANT will keep adequate records and supporting documentation which concern
or reflect its services hereunder. The records and documentation will be retained by
CONSULTANT for a minimum of five (5) years from (a) the date of termination of this
Agreement or (b) the date the Project is completed, whichever is later, or such later date as may
be required by law. OWNER, or any duly authorized agents or representatives of OWNER,
shall, free of charge, have the right to audit, inspect and copy all such records and
documentation as often as they deem necessary during the period of this Agreement and during
the five (5) year period noted above, or such later date as may be required by law; provided,
however, such activity shall be conducted only during normal business hours,
ARTICLE EIGHT
INDEMNIFICATION
8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and
hold harmless OWNER, 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
CONSUL TANT or anyone employed or utilized by the 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 8.1.
ARTICLE NINE
INSURANCE
9.1. CONSUL TANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to
this Agreement.
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9.2 All insurance shall be from responsible companies duly authorized to do business in the
State of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions
and conditions by endorsement to the policies:
9.3.1. All insurance policies, other than the Business Automobile policy,
Professional Liability policy, and the Workers Compensation policy,
provided by CONSULTANT to meet the requirements of this Agreement
shall name Collier County Government, Collier County, Florida, as an
additional insured as to the operations of CONSULTANT under this
Agreement and shall contain a severability of interests provisions,
9.3.2. Companies issuing the insurance policy or policies shall have no recourse
against OWNER for payment of premiums or assessments for any
deductibles which all are at the sole responsibility and risk of
CONSULTANT.
9,3.3, All insurance coverages of CONSULTANT shall be primary to any
insurance or self-insurance program carried by OWNER applicable to this
Project, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program
carried by OWNER applicable to this Project.
9.3.4. The Certificates of Insurance must read: For any and all work
performed on behalf of Collier County.
9.3.5, All insurance policies shall be fully performable in Collier County, Florida,
and shall be construed in accordance with the laws of the State of Florida.
9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other
for damages covered by insurance to the extent insurance proceeds are paid and
received by OWNER, except such rights as they may have to the proceeds of such
insurance held by any of them,
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies
required hereunder must meet the following minimum requirements:
9.5.1. The insurance company must be duly licensed and authorized by the
Department of Insurance of the State of Florida to transact the appropriate
insurance business in the State of Florida.
9.5,2. The insurance company must have a current A. M. Best financial
rating of "Class VI" or higher.
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ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1, The services to be performed hereunder shall be performed by CONSULTANT'S own
staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with,
or use of the services of any other person or firm by CONSULTANT, as independent consultant
or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this
Agreement shall, however, be construed as constituting an agreement between the OWNER
and any such other person or firm. Nor shall anything in this Agreement be deemed to give any
such party or any third party any claim or right of action against the OWNER beyond such as
may then otherwise exist without regard to this Agreement.
10,2 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign
to the Project to perform the Services required hereunder. Such personnel shall be committed
to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also
has identified each subconsultant and subcontractor it intends to utilize on the Project in
Schedule F, All personnel, subconsultants and subcontractors identified in Schedule F shall not
be removed or replaced without OWNER'S prior written consent.
10,3 CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors, By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the
subconsultant or subcontractor, to be bound to the CONSU L T ANT by the terms of this
Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities
which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each
subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER
under this Agreement with respect to the Services to be performed by the subconsultant or
subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights.
13
Where appropriate, the CONSULTANT shall
1684
require each subconsultant or subcontractor to
enter into similar agreements with its sub-subconsultants or sub-subcontractors.
1 0.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of
each contract entered into between CONSULTANT and each subconsultant or subcontractor,
however nothing in this Agreement shall be construed to create any contractual relationship
between OWNER and any subconsultant or subcontractor. Further, all such contracts shall
provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this
Agreement.
ARTICLE ELEVEN
WAIVER OF CLAIMS
11, 1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all
claims, except for insurance company subrogation claims, by it against OWNER arising out of
this Agreement or otherwise related to the Project, and except those previously made in writing
in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at
the time of lhe final payment. Neither the acceptance of CONSULTANT'S services nor payment
by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT.
ARTICLE TWELVE
TERMINATION OR SUSPENSION
12.1 , CONSULTANT shall be considered in material default of this Agreement and such default
will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further
set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin
services under the Agreement within the times specified under the Notice(s) to Proceed, or (b)
CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or
as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the
benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or
directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
1.1
,
j, '--, Ie: }.
"""' U r..r:.
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and
conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this
Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written
notice of the material default.
12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it
is determined for any reason that CONSULTANT was not in default, or that its default was
excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT
provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1
shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and
CONSULTANT's remedies against OWNER shall be the same as and be limited to those
afforded CONSULTANT under paragraph 12.3, below.
12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without
cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such
termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that
portion of the fee earned through the date of termination, together with any retainage withheld
and any costs reasonably incurred by CONSULTANT that are directly attributable to the
termination, but CONSULTANT shall not be entitled to any other or further recovery against
OWNER, including, but not limited to, anticipated fees or profits on work not required to be
performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably
possible.
12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set forth
and described in this Agreement, including those described in Section 6, that are in
CONSULTANT'S possession or under its control.
15
168"-
.
12.5. The OWNER shall have the power to suspend all or any portions of the services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior
written notice of such suspension. If all or any portion of the services to be rendered hereunder
are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an
extension of time to its schedule in accordance with the procedures set forth in Article Four
herein,
12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within
forty-five (45) days after such payment is due or such other time as required by Florida's Prompt
Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed
by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such
default within fourteen (14) days of receiving written notice of same from CONSULTANT, then
CONSULTANT may stop its performance under this Agreement until such default is cured, after
giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop
performance under the Agreement. If the Services are so stopped for a period of one hundred
and twenty (120) consecutive days through no act or fault of the CONSULTANT or its
subconsultant or subcontractor or their agents or employees or any other persons performing
portions of the Services under contract with the CONSULTANT, the CONSULTANT may
terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to
terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after
receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional
days' written notice to the OWNER, terminate the Agreement and recover from the Owner
payment for Services performed through the termination date, but in no event shall
CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1, CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent
upon or resulting from the award or making of this Agreement.
13.2, In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto
and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs
supporting the compensation for CONSULTANTS services to be provided under this
Agreement are accurate, complete and current at the time of the Agreement. The
CONSULTANT agrees that the original Agreement price and any additions thereto shall be
adjusted to exclude any significant sums by which the OWNER determines the Agreement price
was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of this
Agreement.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14,1, CONSULTANT 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. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
17
ARTICLE FIFTEEN
MODIFICATION
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15.1, No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
ARTICLE SIXTEEN
NOTICES AND ADDRESS OF RECORD
16.1, All notices required or made pursuant to this Agreement to be given by the CONSULTANT
to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States
Postal Service Department, first class mail service, postage prepaid, addressed to the following
OWNER'S address of record:
Board of County Commissioners,
Collier County Florida
Purchasing Department, Building H
3301 Tamiami Trail East
Naples, FI. 34112
Attention: Stephen y, Carnell, Purchasing/General Services Director
Fax: 239-732-0844
16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to
the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the
United States Postal Service Department, first class mail service, postage prepaid, addressed to
the following CONSULTANT'S address of record:
Vanus, Inc.
4350 West Cypress Street, Suite 340, Tampa, FL 33607
Telephone: 813-831-8870
Attn: Jay H.L. Calhoun
Fax: 813-831-9375
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
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1684-
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER
and assume towards OWNER a duty of the highest trust, confidence, and fair dealing,
17.2. No modification, waiver, suspension or termination of the Agreement or of any terms
thereof shall impair the rights or liabilities of either party.
17.3, This Agreement is not assignable, or otherwise transferable in whole or In part, by
CONSULTANT without the prior written consent of OWNER.
17.4. Waivers by either party of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of
the terms of this Agreement.
17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17,6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes
the entire agreement between the parties hereto and shall supersede, replace and nullify any
and all prior agreements or understandings, written or oral, relating to the matter set forth
herein, and any such prior agreements or understanding shall have no force or effect whatever
on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties
shall survive the expiration or termination of this Agreement.
19
16B4
17.8 This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
Schedule A SCOPE OF SERVICES
Schedule B BASIS OF COMPENSATION
Schedule C PROJECT MILESTONE SCHEDULE
Schedule D INSURANCE COVERAGE
Schedule E TRUTH IN NEGOTIATION CERTIFICATE
Schedule F KEY PERSONNEL, SUBCONSUL T ANTS AND
SUBCONTRACTORS
ARTICLE EIGHTEEN
APPLICABLE LAW
18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of
Florida, and by such laws, rules and regulations of the United States as made applicable to
services funded by the United States government. 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,
ARTICLE NINETEEN
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent
upon or resulting from the award or making of this Agreement. At the time this Agreement is
20
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executed, CONSULTANT shall sign and deliver to OWNER the Truth-in-Negotiation Certificate
identified in Article 13 and attached hereto and made a part hereof as Schedule E.
CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage
rates and other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been
informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the
Florida Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with
a public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real
property to a public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with
any public entity; and may not transact business with any public entity in
excess of the threshold amount provided in s. 287.017 for CATEGORY
TWO for a period of 36 months following the date of being placed on the
convicted vendor list."
ARTICLE TWENTY
DISPUTE RESOLUTION
20,1 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 CONSULTANT
with full decision-making authority and by OWNER'S staff person who would make the
presentation of any settlement reached during negotiations to OWNER 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 CONSULTANT with full decision-making authority and
2 ]
1684
by OWNER'S staff person who would make the presentation of any settlement reached at
mediation to OWNER'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
44102, Fla. Stat.
20.2 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.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the CONSULTANT 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 CONSULTANT
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,
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for Consultant Services for Collier County Signal Retiming Project the day and
year first written above.
~...
A TTEST:-.' .' ", ((""
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Date:~
Atttst Ii' to Cl!tr,..." 5
slqndtwr~ Oft I'
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Donna Fiala, Chairman
4~ dU4.
Approved as to for and
I suffi . nc)\, ) J
- j~L
County Attorney
~fJ.JIy
Vanus, Inc,
C'aJQQ~9 A, (~,' ~\,-,Q .Q
Witness
By: \.J....~ rqlJ.IM.I;:;:)
)
Jay H.L. Calhoun, PE / President
Typed Name and Title
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Witness
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Agenda1.J v:l ~
Date
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2J
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SCHEDULE A
SCOPE OF SERVICES
COLLIER COUNTY TRAFFIC SIGNAL RETIMING PROJECT
I. GENERAL REQUIREMENTS
The purpose of this contract is to provide Collier County Traffic Operations with professionai services for
conducting needed traffic signal retiming studies for arterials. A major objective is to obtain study results
as expeditiously as possible while maintaining a high degree of thoroughness and professionalism.
For the purpose of this contract, the following definitions apply:
. A traffic control timing pattern is a set of cycle lengths, splits, and offsets for an arterial system.
. An arterial is a group of signalized intersections which are coordinated to
provide progression of traffic flow along the arterial.
. A section is any portion of a traffic control system which can be controlled by a single set of timing
parameters.
SYNCHRO analysis shall be used with the following restrictions:
. The CONSULTANT shall determine minimum and maximum cycle lengths and increments
between cycle lengths to be anaiyzed and approved by Collier County Traffic Operations.
. Average free speed or travel time shall be recommended by the CONSULTANT
and approved by Collier County Traffic Operations.
A. Executive Summary
The report for each study type shall contain an executive summary providing a general overview of
the contents of the report and general comments about the location, purpose, findings, conclusions
and recommendations.
B. Sealinq of Reports
All study type reports and copies submitted to Collier County Traffic Operations shall be signed and
sealed by a Florida Registered Professional Engineer.
C. Data Files
The CONSULTANT shall submit all input data electronically with a summary of the Data Files
indicating the program, intersection and arterial names. The electronic fries shall be submitted in a
program approved by Collier County Traffic Operations. The CONSULTANT shall also submit
paper copies of all count data.
II. INDEX OF STUDY
A. Proiect Inventory
Each section contains the following signalized intersections on a single or connecting arterial
maintained by Collier County or the City of Naples:
Section 21
Consists of the following 8 signalized intersections on 2 connecting arterials maintained by the City
of Naples:
1. 9th Street North (U.S. 41) at 7th Avenue North
2. 9th Street North (U.S. 41) at 4th Avenue North
3. 9th Street South (U.S. 41) at Central Avenue
4. 9th Street South (U.S. 41) at 3rd Avenue South
5. 5th Avenue South I U.S. 41 at 9th Street South I U.S. 41)
6. 5th Avenue South (U.S. 41) at 10th Street South
7. 5th Avenue South (U.S. 41 at Goodlette-Frank Road South
8. 5th Avenue South (U.S. 41 at River Point Drive
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Section 24
Consists of the following 2 signalized intersections on a single arterial maintained by the City of
Naples:
1. 5th Avenue South (U.S. 41) at Davis Blvd.
2. Tamiami Trail East (U.S. 41) at Commercial Drive 1 Palm Street
Section 27
Consists of the following 11 signalized intersections on a single arterial maintained by the City of
Naples:
1. 9th Street North (U.S. 41) at Fleischmann Blvd. 1 Orchid Dr.
2. 9th Street North (U.S. 41) at Golden Gate Parkway
3. 9th Street North (U.S. 41) at 22nd Avenue North
4. 9th Street South (U.S. 41) at 3rd Avenue South 1 Mooring Line Drive
5. 9th Street North (U.S. 41) at 26th Avenue North
6. 9th Street North (U.S. 41) at Harbour Drive
7. Tamiami Trail North (U.S. 41) at Ohio Drive 1 Anchor Rode Drive
8. Tamiami Trail North (U.S. 41) at Cypress Woods Drive 1 Park Shore Drive
9. Tamiami Trail North (U.S. 41) at Old Trail Drive 1 Shady Rest Lane
10.Tamiami Trail North (U.S. 41) at Morningside Drive
11.Tamiami Trail North (U.S. 41) at Granada Blvd. 1 Neapolitan Way
Section 30
Consists of the following 3 signalized intersections on a singie arterial maintained by Collier
County:
1. U.S. 41 atOld U.S. 41
2. U.S. 41 at Wiggins Pass
3. U.S. 41 at Imperial
Section 40
Consists of the following 4 signalized intersections on a single arterial maintained by Collier
Cou nty:
1. U.S. 41 at Immokalee Rd.
2. U.S. 41 at 99'h Ave N.
3. U.S. 41 at 91sT Ave N.
4. U.S. 41 at Vanderbilt Beach Rd.
Section 42
Consists of the following 2 signalized intersections on a single arterial maintained by Collier
County:
1. U.S. 41 at Pine Ridge Rd.
2. U.S. 41 at Pelican Bay South
Section 80
Consists of the following 4 signalized intersections on 2 connecting arterials maintained by Collier
County:
1. Collier Blvd. (S.R. 951) at Manatee Rd.
2. Collier Blvd. (S. R. 951) at Trail Ridge Rd.
3. U.S. 41 at Collier Blvd. (C.R. 9511 S.R. 951)
3. U.S. 41 at Price SI. 1 Triangle Blvd.
III. DESCRIPTION OF STUDY
A. Study Type: Svstem Analvsis
Purpose: This study involves the analysis of two or more signalized intersections in a system in
order to develop in-Season and off-Season signal timing plans to provide coordination and
minimize vehicle delay.
IV. DESCRIPTION OF TASKS
This section describes the work required in each task and the task product(s).
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A.
7
DATA COLLECTION: .. 6 B 4 .,
All Data Collection (Part A) tasks and Analysis (Part B) tasks required for a study type and
location listed in the authorization shall be submitted to Collier County Traffic Operations
for review and approval.
Task 1: Approach Counts - Seven (7) Dav
The CONSULTANT shall collect approach counts for a period of at least seven (7) consecutive
days for each direction of travel. Count data shall be recorded by automatic devices furnished by
the Consultant. The approach counts will be used to determine the operating time periods for each
timing pattern developed for each arterial. The CONSULTANT shall determine the locations for
machine counts, subject to the approval of Collier County Traffic Operations. A seasonal
adjustment factor approved by Collier County Traffic Operations shall be required to develop In-
Season and Off-Season counts.
Task Product
The counts shall be submitted in tabular form broken down into direction of travel, days and hours
with 15 minute increments and hourly totals. EXCEL shall be used to submit the counts graphically
showing the timing pattern intervals. The format for the tables and graphs will need to be approved
by Collier County Traffic Operations. The count information and graphs shall be submitted
electronically along with two (2) paper copies of the count information.
Collier County Traffic Operations Responsibilitv
Collier County Traffic Operations shall provide prompt review and approval of approach count
locations and count data.
Task 2: TurninQ Moyement Counts - Three Day (3) Dav
The CONSULTANT shall collect and summarize eight (8) hours of fifteen (15) minute turning
movement counts for In-Season in the month of January and Off-Season in the month of May at
the intersections listed in the authorization, using the procedures contained in the Florida
Department of Transportation Manual on Uniform Traffic Studies (MUTS), Chapter III, "Summary of
Vehicle Movements". The counts shall be conducted during the highest 8 hours of the day and
include the AM peak, PM peak, and Off-peak periods. The specific time frame for each period shall
be determined by the CONSULTANT and approved by the Collier County Traffic Operations. The
counts shall include trucks. 1 day count shall be made on a normal Tuesday, Wednesday, or
Thursday. 1 day count shall be made on a normal Saturday. 1 day count shall be made on a
normal Sunday. Counts shall not be conducted on non-school day, holiday or during special
events. A seasonal adjustment factor approved by Collier County Traffic Operations may be
required.
Pedestrian volume counts shall be included in this task. The pedestrian volume counts shall be
done in accordance with Chapter VIII, Pedestrian Volume Count of the MUTS. Pedestrian counts
may be included on the turning movement count summary.
Task Product
The counts shall be submitted in tabular form broken down into each approach with each
movement separated out, showing the 8 hours with 15 minute increments and one hour totais. The
format for the count data will need to be approved by Collier County Traffic Operations.
The count information shall be submitted electronically along with two (2) paper copies of count
information.
Collier Countv Traffic Operations Responsibility
Collier County Traffic Operations shall provide prompt review and approval of time periods for
turning movement counts and pedestrian counts.
Task 3: Field Inventory
f\~3
Included in this task is an inventory of the following traffic signal control devices and fie I) 6 B 4
characteristics at all locations listed in the Task Work Order. The inventory shall include the
following:
- Existing signal and pedestrian phasing
The following shall be shown on a condition diagram:
Number of lanes and their usage
Length of turn lanes
Pedestrian crossing distances
Vehicle crossing distances
Posted speed limit for each approach
The distance between intersections shall be shown on a straight line diagram. The CONSULTANT
shall develop a reporting format for this inventory that shall be approved by Collier County Traffic
Operations.
The CONSULTANT shall contact Collier County Traffic Operations for information and to make
arrangements for access to all equipment cabinets.
Task Product
Three (3) copies of the field inventory diagrams.
Collier Countv Traffic Operations Responsibilitv
Collier County Traffic Operations shall provide prompt review and approval of the inventory
procedure and forms.
B, ANALYSIS:
Task 4: Intersection Analysis
The CONSULTANT shall use the latest Collier County approved version of
SYNCHRO to run the existing conditions
Note: The SYNCHRO run of the existing conditions must be an accurate
representation of the existing conditions. SimTraffic shall be used to verify that the SYNCHRO run
is an accurate reflection of the existing conditions (ex: when run in SimTraffic queue length should
reflect the queue lengths observed in the field).
The results of the SYNCHRO analysis shall be submitted to Collier County Traffic Operations for
review and approval.
Task Product
Electronic submittal of the existing conditions, draft and final SYNCHRO files.
Collier County Traffic Operations Responsibilitv
Provide prompt review and approval of the intersection analysis.
Task 5: Arterial Analvsis
The latest Collier County approved version of SYNCHRO shall be used to
determine the optimal phasing, cycle length and splits. Engineering judgment should always be
used in correlation with the software.
TS/PP-Draft (Time-Space/Platoon Progression Diagram Generator) shall be used by the
CONSULTANT to refine the offsets from the time-space diagrams generated by SYNCHRO. The
A-4
bandwidths, speeds, direction of travel, intersection names and offsets shall be shown~n ~c? 4
time - space diagram developed in TS/PP-Draft.
The CONSULTANT shall develop a minimum of Four (4) In-Season and Four (4) Off-Season
Weekday and Four (4) In-Season and Four (4) Off-Season Weekend traffic control timing patterns
for each section listed in the "Index of Study" which shall include AM Peak, Midday Peak, PM Peak,
and Off Peak patterns. The plots of the volume summary information gathered in Tasks 1 shall be
used to graphically indicate the time of day operation for each pattern in a section.
The results of the SYCHRO analysis and TS/PP-Draft time-space diagrams shall be submitted to
the Collier County Traffic Operations as Draft Timing Plans for review and approval.
Task Product
The CONSULTANT shall submit the draft and final SYNCHRO and TSPPD runs electronically.
They shall also provide three (3) paper copies of the final TSPPD runs for each of the timing
patterns.
Collier Countv Traffic Operations Responsibilitv
Provide prompt review and approval of analyses.
Task 6: Controller Timinqs
The CONSULTANT shall develop and furnish three (3) paper copies of the final controller timings
for all of the intersections listed in the authorization. They shall also submit this information
electronically. Timing parameters to be developed per phase are as follows:
Actuated Siqnals
Minimum Green (Initial)
Extension Interval
Max I
Yellow Clearance (not less than 3.0 seconds)
Red Clearance
Pedestrian Walk (if applicable)
Pedestrian Clearance (if applicable)
Time of Day pattern
Splits
Offsets (referenced to beginning of first coordinated phase green)
Cycle Lengths
Task Product
Coordination settings that can be implemented on the existing signal system. Controller timings
that can be implemented on the existing signal system. Collier County Traffic Operations approved
Timing Sheets. Three (3) signed and sealed paper copies and electronic submittal.
.\-)
EXHIBIT B: Local Agency Program (LAP) Requirements
1684
RFP REQUIRED SUBMISSIONS
The Consultant shall submit the following forms and certifications provided in Exhibit C:
1. Consultant Affidavit
2. Certification Regarding Debarment (Form 375-030-32)
3. Truth-In-Negotiation Certification (Form 375-030-30)
4. Certification for Disclosure of Lobbying Activities (Form 375-030-33)
5. DBE Participation Statement (Form 375-030-21)
6. Bid Opportunity List (Form 375-040-62)
Certification Rellardinll Debarment
shall be executed by an officer of the firm, associates or corporation submitting the proposal, and shall be sworn to
before a person who is authorized by law to administer oaths.
Truth-In-Nellotiations Certification
shall be executed by an officer of the firm, associates or corporation submitting the proposal, and shall be sworn to
before a person who is authorized by law to administer oaths.
Certification for Disclosure of Lobbvinll Activities
shall be submitted by the proposed Prime Consultant and Sub-consultants. If a Standard Form-LL has previously
been submitted to a government agency and there has been no material change, a copy of the previous
submission is sufficient.
DBE Participation Statement
shall be completed even if the Consultant does not intend to utilize a DBE firm.
The County encourages DBE firms to compete for County professional services projects, and also encourages non-
DBE consultants to use DBE firms as sub-consultants. However, use of DBE sub-consuitants is not mandatory and
no preference points will be given in the selection process for DBE participation. Consultants are required indicate
their intention regarding DBE participation in the DBE Participation Statement contained in Exhibit C to this Request
for Proposal and to submit that statement with their technical proposal.
Bid Opportunilv List
Federal law requires states to maintain a database of all firms that are participating or attempting to participate in
DOT-assisted contracts. To assist the County in this endeavor, consultants are requested to submit the Bidder's
Opportunity List contained in Exhibit C to this Request for Proposal with their technical proposal. The list should
include yourself as well as any prospective sub-consultant that you contacted or who has contacted you regarding
this project. However, any firm previously shown on such a list need not be included.
TERMS FOR FEDERAL AID CONTRACTS:
The following terms apply to all contracts in which services involve the expenditure of federal funds:
A. It is understood and agreed that all rights of the Department relating to inspection, review, approval,
patents, copyrights, and audit of the work, tracing, plans specifications, maps data, and coast records
relating to this Agreement shall also be reserved and held by authorized representatives of the United
States of America.
B. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any
nature may be entered into by the parties hereto with regard to the work to be performed hereunder without
the approval of U.SDO.T., anything to the contrary in this Agreement notwithstanding.
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1684
C. Compliance with Regulations: The Consultant shall comply with the regulations of the U.S. Department of
Transportation relative to nondiscrimination in federally-assisted programs of the U.S. Department of
Transportation (Title 49, Code of Federal Regulation "CFR", Part 21, hereinafter referred to as the
Regulations), which are herein incorporated by reference and made a part of the contract.
D. NDndiscrimination: The CDnsultant, with regard to the work perfDrmed by him after award and prior to
completiDn of the cDntract work, will nDt discriminate on the grounds Df race, color, religion, sex Dr national
origin in the selection and retentiDn of subcontractors, including procurements of material, and leases of
equipment. The consultant will not participate either directly or indirectly in the discrimination prohibited by
49 CFR Section 21.5 of the program set forth in Appendix B of the Regulations.
E. SOLICITATIONS FOR SUBCONTRACTS, INCLUDING PROCUREMENTS OF MATERIALS AND
EQUIPMENT: In all sDlicitatiDns made by competitive bidding or negotiatiDn made by the Consultant for
work to be performed under a subcontract, including procurements of materials and leases of equipment,
each potential subcontractor, supplier or lessor shall be notified by a consultant of the consultant's
Dbligations under this contract and the regulations relative to nDndiscriminatiDn on the grounds of race,
color religion, sex or national origin.
E. INFORMATION AND REPORTS: The Consultant will provide all information and reports required by the
Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books,
records, accDunts, other sources of information, and its facilities as may be determined by the Department
Dr U.S. Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders
and instructions. Where any information required of the Consultant is in the exclusive pDssession of
another who fails or refuses to fumish this informatiDn, the Consultant shall certify to the Department, or the
U.S. Department of Transportation, as appropriate, and shall set forth what effDrts it has made to obtain the
infDrmatiDn.
G. SANCTIONS OF NONCOMPLIANCE: In the event of the Consultant's noncompliance with the
nondiscrimination provisions Df this contract, the State of Florida Department of TransportatiDn shall
impose such contract sanctions as it or the U.S. Department of Transportation may determine to be
apprDpriate, including but not limited to,
1. Withholding Df payments to the CDnsultant under the contract until the Consultant complies and/Dr
2. Cancellation, termination or suspensions of the CDntract, in whole or in part.
H. INCORPORATION OR PROVISIONS: The Consultant will include the provisions of Paragraph A through H
in every subcontract, including procurements of materials and leases of equipment unless exempt by the
Regulations, order, or instructions issued pursuant theretD. The Consultant will take such action with
respect to any subcontract or procurement as the State of Florida Department of Transportation or the U.S.
Department of Transportation may direct as a means of enforcing such provisiDns, including sanctions fDr
noncompliance; provided, however, that, in the event a Consultant becDmes invDlved in, Dr is threatened
with litigation with a subcontractor or supplier as a result of such directiDn, the Consultant may request the
State tD enter into such litigation to protect the interests of the State, and, in additiDn, the Consultant may
request the United Stated to enter into such litigatiDn to protect the interests of the United States.
I. INTEREST OF MEMBERS OF CONGRESS: ND member of or delegate tD the CDngress Df the United
States shall be admitted to any share or part Df this contract or to any benefit arising there from.
J. INTEREST OF PUBLIC OFFICiALS: No member, officer, or employee of the public body Dr Df a local
public body during his tenure or fDr one year thereafter shall be any interest, direct or indirect, in this
contract or the proceeds thereof. For purposes Df this provisiDn, pUblic body shall include municipalities
and other political subdivisions of States. and public corpDratiDns, boards, and commissions established
under the laws of any State.
K. PARTICIPATION BY MINORITY BUSINESS ENTERPRISES: The Consultant shall agree to abide by
statements in Paragraph (1) and (2) which fDllow. These statements shall be included in all subsequent
agreements between the Consultant and any Sub-consultant or cDntractDr
1. "Policy: It is the policy of the Department of Transportation that minority bUSiness enterprises as
defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the perfDrmance of
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J."' b: "
"'
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contracts financed in whole or in part with Federal funds under this agreement. Consequently, the
MBE requirements of 49 CFR Part 23 applies to this agreement.
2. "MBE OBLIGATiON: The recipient or Its contractor agrees to ensure that minority business
enterprises, as defined in 49 CFR Part 23, have the maximum opportunity to participate in the
performance of contracts and subcontracts financed in whole or in part with Federal Funds
provided under this agreement. In this regard, ail recipients or contractors shall take all
necessary and reasonable steps in accordance with 49 CFR Part 23, have the maximum
opportunity to participate in the performance of contracts and subcontracts finance in whole or in
part with Federal funds provided under this agreement. In this regard, all recipients or contractors
shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that
minority business enterprises have the maximum opportunity to compete for and perform contracts.
Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or
sex in the award and performance of DOT-assisted contracts."
L. It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect
to any facts related to the project(s) described in this Agreement is a violation of the Federal Law.
Accordingly, Unites States Code, Title 18, Section 1020, is herby incorporated by reference and made a
part of this Agreement.
M. It is understood and agreed that if the Consultant at any time learns that the certification it provided the
Department in compliance with 49 CFR, Section 23.51, was erroneous when submitted or has become
erroneous by reason changed circumstances, the Consultant shall provide immediate written notice to the
Department. It is further agreed that the clause titled "Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion - lower Tier Covered Transaction" as set forth in 49 CFR, Section
29.510, shall be included by the Consultant in all lower tier covered transactions and in all aforementioned
federal regulation.
N. The Department herby certifies that neither the consultant nor the consultant's representative have been
required by the Department, directly or indirectly as an express or implied condition in connection with
obtaining or carrying out this contract, to
1. Employ or retain, or agree to employ or retain, any firm or person, or
2. Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or
consideration of any kind;
The Department further acknowledges that this agreement will be furnished to a federai agency, in
connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State
and Federal laws, both criminal and civil.
O. The Consultant hereby certified that it has not:
1. Employed or retained for a commission, percentage, brokerage, contingent fee, or other
consideration, any firm or person (other than a bona fide employee working solely for the above
contractor) to solicit or secure this contract:
2. Agreed, as an express or implied condition for obtaining this contract, to employ or retain the
services of any firm or person in connection with carrying out this contract: or
3. Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee
working solely for the above contractor) any fee contribution, donation, or consideration of any kind
for, or in connection with, procuring or carrying out the contract.
The consultant further acknowledges that this agreement will be furnished to the State of Florida
Departrnent of Transportation and a federal agency in connection with this contract involving participation
of Federal-Aid funds, and is subject to applicable State and Federal t.aws, both criminal and civil.
H-3
EXHIBIT A - Forms
(Provided Under Separate File)
Submit Monthly: Subcontractor DBE Payment Report Design Consultant
8-4
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SCHEDULE B
BASIS OF COMPENSATION
LUMP SUM
1. MONTHLY STATUS REPORTS
168,4
B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of
its monthly invoice a progress report reflecting the Project design and construction status, in
terms of the total work effort estimated to be required for the completion of the Basic Services
and any then-authorized Additional Services, as of the last day of the subject monthly billing
cycle. Among other things, the report shall show all Service items and the percentage complete
of each item.
B1.1.1 All monthly status reports and invoices shall be mailed to the attention
of Eugene Calvert, P.E., 2885 South Horseshoe Drive, Naples, FL 34104
2, COMPENSATION TO CONSULTANT
B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make the lump
sum payments to CONSULTANT in accordance with the terms stated below. Payments will be
made in accordance with the following Schedule; however, the payment of any particular line
item noted below shall not be due until all services associated with any such line item have been
completed to OWNER'S reasonable satisfaction.
Activity DESCRIPTION OF SERVICES I NOT TO PAYMENT SCHEDULE
EXCEED
I AMOUNT:
A. Data Collection I $209,678.00 Monthly - Lump Sum Not to
I Exceed
B. Analysis $26,740.00 Monthly - Lump Sum Not to
Exceed
C. Final, Field and Status Reports - $15,982.00 Monthly - Lump Sum Not to
(1/month); Meetings (3 Meetings), Exceed
and Project Record and Files
D. Reimbursables $17,136.30 Time and Materials - Not to
Exceed
TOTAL FEE ITotalltems 1-4) $269536.30
,
B.2.2. The fees noted in Section 2.1, shall constitute the lump sum amount of two hundred sixty
nine thousand five thirty six dollars and thirty cents Dollars ($269,536.30) to be paid to
CONSULTANT for the performance of the Basic Services.
B.2.3. For Additional Services provided pursuant to Article 2 of the Agreement, if any, OWNER
agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based
on the services to be provided and as set forth in the Amendment authorizing such
Additional Services. The negotiated fee shall be based upon the rates specified in
Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the
[3-)
1684
provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services
without OWNER'S prior written approval.
B.2.4. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total
and complete amount payable to CONSULTANT for the Basic Services to be performed
under the provisions of this Agreement, and shall include the cost of all materials,
equipment, supplies and out-of-pocket expenses incurred in the performance of all such
se rvi ces.
B.2.5 Notwithstanding anything in the Agreement to the contrary, CONSULTANT
acknowledges and agrees that in the event of a dispute concerning payments for
Services performed under this Agreement, CONSULTANT shall continue to perform the
Services required of it under this Agreement, as directed by OWNER, pending resolution
of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that
OWNER does not dispute are due and payable
3. SCHEDULE OF PAYMENTS
B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under
Section 1,1 of this Schedule B, an invoice for fees earned in the performance of Basic
Services and Additional Services during the subject billing month. Notwithstanding
anything herein to the contrary, the CONSULTANT shall submit no more than one invoice
per month for all fees earned that month for both Basic Services and Additional Services.
Invoices shall be reasonably substantiated, identify the services rendered and must be
submitted in triplicate in a form and manner required by Owner. Additionally, the number
of the purchase order granting approval for such services shall appear on all invoices.
B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work
done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices
shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order
Number and Project name and shall not be submitted more than one time monthly.
B.3.3 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove
and for reimbursable expenses will be made monthly upon presentation of a detailed
invoice with supporting documentation.
B.3.4 Unless specific rates have been established in Attachment 1, attached to this Schedule
B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be
utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a
maximum markup of 5% on the fees and expenses associated with such subconsultants
and subcontractors,
B.3.4.1 Reimbursable Expenses associated with Additional Services must comply with
section 112,061, Fla. Stat., or as set forth in the Agreement, be charged without
mark-Up by the CONSULTANT, and shall consist only of the following items:
8.3.4.1.1. Cost for reproducing documents that exceed the number of documents
described in this Agreement and postage and handling of Drawings and
Specifications.
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168lJ.
.
B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to
Project related trips, to the extent such trips are approved by OWNER.
Such expenses, if approved by OWNER, may include coach airfare,
standard accommodations and meals, all in accordance with section
112.061, F.S. Further, such expenses, if approved by OWNER, may
include mileage for trips that are from/to destinations outside of Collier
or Lee Counties, Such trips within Collier and Lee Counties are
expressly excluded.
B.3.4.1.3. Permit Fees required by the Project.
B.3.4.1.4 Expense of overtime work requiring higher than regular rates approved
in advance and in writing by OWNER.
B.3.4,1,5 Expense of models for the County's use.
B.3.4.1.6 Other items on request and approved in writing by the OWNER.
B,3.4.2 Should a conflict exist between the dollar amounts set forth in Section 112.061,
F,S" and the Agreement, the terms of the Agreement shall prevail.
B-7
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SCHEDULE B
BASIS OF COMPENSATION
ATTACHMENT A
Task A - Data Collection: Lump Sum Not to Exceed: $209,678.00
Approach Counts (7 Day) - 14 Locations
8 - hour TMCs - 36 Counts
Field Inventory
8 - hour TMC - 122 counts (to be performed by Crossroads)
7 - day Bi-directional Counts - 14 locations (to be performed by Adams)
8 - hour TMC - 46 counts (Adams)
Task 8 - Analysis Lump Sum Not to Exceed:
Intersection Analysis
Arterial Analysis - Peak and Off-peak
Controller Timings - Peak and Off-peak
$26,740.00
Task C - Reports: Lump Sum Not to Exceed:
Final, Field and Status Reports - (1/month)
Meetings (3 Meetings)
Project Records and Files
$15,982.00
Task D - Reimbursables
Expenses including copies,
Travel expenses outside of
Lee and Collier Counties
Time and Materials Estimate: $17,136.30
Total:
$269,536.30
B-8
SCHEDULE B
ATTACHMENT B
RATE SCHEDULE
Chief Engineer
Project Manager
Engineer Intern
Senior Engineer Technician
Senior Technician
Designer
Technician
Secretary/Clerical
TMC Observer
END OF SCHEDULE B
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$200/hr
$155/hr
$ 80/hr
$ 95/hr
$ 56/hr
$ 60/hr
$ 45/hr
$ 52/hr
$ 29/hr
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SCHEDULE C
PROJECT MILESTONE SCHEDULE
CONSTRUCTION IMPROVEMENT TIMELlNE
Task A - Data Collection 330 days from NTP
Task B - Analysis 330 days from NTP
Task C - Final, Field and Status Reports, Meetings 330 days from NTP
(3 Meetings), Project Record and Files
Task D - Reimbursables Concurrent with Tasks A - C or as needed
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1684
SCHEDULE D
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the following
minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements
or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any
of the below listed minimum required coverages, CONSULTANT must identify on the Certificate
of Insurance the nature and amount of such self-insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or
deductibles will be CONSULTANTS sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of commencement
of the services until the date of completion and acceptance of the Project by the OWNER or as
specified in this Agreement, whichever is longer.
(4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the
OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT
evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages
and limits required hereunder. In addition, certified, true and exact copies of all insurance
polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such
certificates shall contain a provision that coverages afforded under the policies will not be
canceled or allowed to expire until at least thirty (30) days prior written notice has been given to
the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24)
hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in
coverages or limits received by CONSULTANT from its insurer, and nothing contained herein
shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in
ll-I
1684
the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT
shall immediately take steps to have the aggregate limit reinstated to the full extent permitted
under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any insurance or
self insurance program carried by the OWNER applicable to this Project.
(6) The acceptance by OWNER of any Certificate of Insurance does not constitute
approval or agreement by the OWNER that the insurance requirements have been satisfied or
that the insurance policy shown on the Certificate of Insurance is in compliance with the
requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and maintain, until
the completion of the subconsultant's services, insurance of the types and to the limits specified
in this Section except to the extent such insurance requirements for the subconsultant are
expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages purchased, If
CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand,
OWNER has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall
be under no obligation to purchase such insurance, nor shall it be responsible for the coverages
purchased or the insurance company or companies used. The decision of the OWNER to
purchase such insurance coverages shall in no way be construed to be a waiver of any of its
rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the
completion of the services required hereunder or termination of the Agreement, the
D-2
1',.,.,
~'1 ~.
"'., I.".'
CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s)
of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of
the Contractor to provide the OWNER with such renewal certificate(s) shall be deerned a
rnaterial breach by CONSULTANT and OWNER may terminate the Agreement for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the
CONSULTANT during the term of this Agreement for all ernployees engaged in the work under
this Agreernent in accordance with the laws of the State of Florida. The amounts of such
insurance shall not be less than:
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
X $1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER and the
policy shall be so endorsed.
(3) United States Longshorernan's and Harborworker's Act coverage shall be maintained
where applicable to the completion of the work,
_ Applicable
x . Not Applicable
U-.1
168Lt
,
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to the
completion of the work.
_ Applicable
X Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? ~ Yes _ No
(1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be
maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury,
Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent
Contractors, Broad Form Property Damage including Completed Operations and Products and
Completed Operations Coverage. Products and Completed Operations coverage shall be
maintained for a period of not less than five (5) years following the completion and acceptance
by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the
following:
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
X General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
OA
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
, /, .
...'~ ~.'
',-,
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the
ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less
than:
_ Bodily Injury & Property Damage - $ 500,000
X Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(1) Umbrella Liability may be maintained as part of the liability insurance of the
CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial
General Liability, and Automobile Liability coverages required herein and shall include all
coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the exhaustion of
any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply
as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? _A Yes No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure
its legal liability for claims arising out of the performance of professional services under this
Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under
this insurance. Such insurance shall have limits of not less than:
_ $ 500,000 each claim and in the aggregate
_ $1,000,000 each claim and in the aggregate
~ $2,000,000 each claim and in the aggregate
0-6
1684
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for this Project for a period of not
less than five (5) years following completion and acceptance of the Project by the OWNER.
(4) The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or OWNER, and the date will not be moved forward during the
term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit
Certificates of Insurance providing for an unqualified written notice to OWNER of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision, In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-
four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material
change in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall
immediately take steps to have the aggregate limit reinstated to the full extent permitted under
such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any
endorsements issued or to be issued on the policy if requested by OWNER.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the County, CONSULTANT may be required to purchase
valuable papers and records coverage for plans, specifications, drawings, reports, maps, books,
blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or
reconstructing valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability policy will be
purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and
1l-7
n L :c.'
~., (1 tJ J.p.
OWNER'S insurance representative, to pursue the maximum credit available from the
professional liability carrier for a reduction in the premium of CONSULTANT'S professional
liability policy. If no credit is available from CONSULTANT'S current professional policy
underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next
renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent
professional liability policies that renew during the term of the project policy). CONSULTANT
agrees that any such credit will fully accrue to OWNER, Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for
the provision of project-specific professional liability insurance policy in consideration for a
reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured
consultants.
(2) CONSULTANT agrees to provide the following information when requested by OWNER
or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits,
c. Current deductibles/self-insured retention.
d. Current underwriter.
e. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
g. Affirmation that the design firm will complete a timely project errors and omissions
application.
(3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be
insured will be notified and OWNER will provide professional liability insurance, naming
CONSULTANT and its professional subconsultants as named insureds.
END OF SCHEDULE D
D-3
SCHEDULE E
TRUTH IN NEGOTIATION CERTIFICATE
1684
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Van us, Inc. hereby certifies that wages, rates and other factual unit costs supporting
the compensation for the services of the CONSULTANT to be provided under the Professional
Services Agreement, concerning 09-5229 Consultant Services for Collier County Signal
Retiming Project are accurate, complete and current as of the time of contracting.
Vanus, Inc.
BY: \ L....1'JII. C:,,1J......;:J
Jay H.L. talhoun, PE
TITLE: President
DATE: September 2, 2009
1'-1
SCHEDULE F
KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS
Employee
Employee Classification
Jay Calhoun
Vicki Castro
Robert Skaggs
Phuc Duong
Damien Rose
Diana Albarracin
Bob Casey
Kevin Pollard
Todd Patton
Kevin Ryan
Kolleen Snapp
Colleen Hull
Karen Dawley
Chief Engineer
Project Manager
Senior Engineer
Engineer
Engineering Intern
Engineering Intem
Designer
Designer
Engineering Technician
Senior Technician
Technician Aid
Secretary/Clerical
Secretary/Clerical
1'-1
1684
Percent of Time on Project
5%
50%
10%
5%
10%
5%
25%
75%
5%
5%
5%
5%
5%
OP 10 KP DATE (MMlDOfYVYY)
VANUS-~ 09 02/09
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.
~ INSURERS AFFORDING COVERAGE I NAIC #
11NSURE:R A: 'l'rll;velerll Iode=nity Comp~y I
I INSURER B: zurich American In", Company , (;IS "S
ACORD.
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER
Mynat~ Insurance Agency, Inc.
1316 W. Busch Blvd
Tampa FL 336~2
Phone, B13-932-55~~ Fax,B13-931-4459
INSURED
168
VANUS, Inc.
4350 W. Cypress St.,Ste,340
Tampa FL 33607
COVERAGES
INSURER C:
------L
I
AUTO QNt. Y . EA ACCIDENT : S
EA ACC-rS
AGG-I's
1'2,000,000
.2,000,000
1-
i'
i.
I,
X ITdWlllMWS I IOJ~'i
a,EACHACC1DENT 1$1,000,000
~,L, DISEASE. EA EMPLOYEEI $ 1, 000, 000
E.L.DISEAse-POUCYLlMIT! $1, 000, 000
INSURER 0:
INSURER E:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N01WITHSTANDING
ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCU~ENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR
MAY PERTAI~. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDlTlONS OF SUCK
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
II~~~ ~~~ TYPE OF INSURANCE - POLICY NUMBER
~ENERAL LIABILITY
A X X COMMERCIAL GENERAL LIABILITY 16806715L003TCT08
CLAIMS MADE [!] OCCUR
H
~N'L AGGREGATE LIMIT A~~S P=.R:
!Xl POLICY n j~t?T I fLOC
~OMOBILE LIABILITY
A X i----- ANY AUTO
0-- ALL OWNED AUTOS
f-- SCHEDULED AUTOS
I~ HIRED AUTOS
~ NON-OWNED AUTOS
~A~E ~MMfJ8~E Pgk~1Y'~~b'ifJ!RN
12/02/08
~2/02/09
EACH OCCURRENCE
PREMISES (E~~~';~nce)
MED EX? (Anyone person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS. COMPIOP AGG
f---~'-_.
BA5637L59409SEL
08/0~/09
I COMBINED SINGLE LIMIT
08/01/10 i (Eaaccldenll
I
BODILY INJURY
l2/0 2/ 0 9 (Per person)
I
AI
16806715L003TCT08
12/02/08
BODilY INJURY
(per accident)
,-
,
PROPERTY DAMAGE.
(Peracciclenl)
! R GARAGE LIABILITY
I ANY AUTO
~ESSlUM6RELLA LIABILITY
.!-J OCCUR 0 CLAIMS MADE
I
I DEDUCTIBLE
I RETENTION $
WORKERS COMPENSATION AND
EMPLOYERS' 1..1A.BIUTY
A ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
~~~b~tS~~b(Ms?6~S below
, B I :::Rfessiona1 : EOC937394006 I 05/05/09 i 05/05/10
i Liabilitv i I:
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICL.ES I EXCLUSIONS ADDED 6Y ENDORSEMENT I SPECIAL PROVISIONS
Certificate holder is additional insured re: Contract #09-5229
Consultant Services for Collier County Signal Retiming project
VANUS No. 2090105
OTHER THAN
AUTO ONLY
EACH OCCURRENCE
A
ISFCUPB3B1Y597INDOB
12/02/0B
~2/02/09
AGGREGATE
f---
IDTAHUB0904T38B09
05/01/09
05/n/~0
Ea. Claim
Aqgreaate
CERTIFICATE HOLDER
CANCELLATION
LIMITS
. ~,OOO,OOO
" ~,OOO,OOO
_$ 5,000
. ~,OOO,OOO
.2,000,000
$2,000,000
!. ~,OOO,OOO
f-----
;s
i$
'.
1,000,000
1,000,000
COLLO 0 3 SHOULD ANY OF THE ABOVE DESCRIBED POUCIESBE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENOEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, aUT FAILURE TO 00 SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE t'
James Jii1:;'3f'L--L- (_C-1~..-P"~---
I @ACORDCORPORATION 1988
Collier County Government
Attn: Contract Administration
purchasing Department
3301 E Tamiarni Trail East
Naples FL 34112
ACORD 25 (2001108)
Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation Planning (CI-TRPL) and Civil-
Transportation Traffic (CI-Traf)
THIS AGREEMENT is made and entered into this ~ day of ~~ , 2010, 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 "OWNER") and VANUS, Inc., authorized to do
business in the State of Florida, whose business address is 4350 West Cypress Street, Suite 340,
Tampa, Florida 33607 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287,055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline{s):
1. Civil-Transportation Planning (CI-TRPL)
Ex.~, c
2, and Civil-Transportation Traffic (CI-Traf)
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services. includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County, Work order assignments for
CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
2
1.2,1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall
be at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2,2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the
terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an
agreement with respect to such Services, including, but not limited to the scope, compensation and
schedule for performance of those Services, a Work Order shall be prepared which incorporates the
terms of the understanding reached by the parties with respect to such Services and if both parties
are in agreement therewith, they shall jointly execute the Work Order.
1,2,3 Upon execution of a Work Order as aforesaid , CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order,
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by OWNER and that OWNER does not represent or guarantee unto
CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT
pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
3
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
such licenses as are required to do. business in the State of Florida and in Collier County, Florida,
including, but not limited to, all licenses required by the respective state boards and other
governmental agencies responsible for regulating and licensing the professional Services to be
provided and performed by the CONSULTANT pursuant to this Agreement.
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization or
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Jay H.L. Calhoun, P.E., as its Principal in Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
CONSULTANT on all mailers arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
4
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a wrillen request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies,
including the Florida Building Code where applicable, which regulate or have jurisdiction over the
Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in
these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
5
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior wrillen consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non-public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
6
-.-
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSU L T ANT has delivered
wrillen notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
7
.
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour wrillen
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or commilled to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submilled by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
fr.om any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
11
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
subject to non-payment under the legal doctrine of "laches" as untimely submilled. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permilled in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
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5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
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,;
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
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.1
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate tirne records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permilled by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and allliabililies, damages, losses and costs, including,
but not limited to, reasonable allorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the 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 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy.
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be commilled to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsu/tant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
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1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate wrillen agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
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CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
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terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days wrillen notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days wrillen notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retain age withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
21
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior wrillen
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days wrillen
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving wrillen notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S wrillen notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT 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. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODIFICATION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners,
Collier County Florida
Purchasing Department, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
VAN US, Inc.
4350 West Cypress Street, Suite 340
Tampa, FL 33607
Phone: 813-831-8870; Fax: 813-831-9375
Attn: Jay H.L. Calhoun, P.E.
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and
assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior wrillen consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
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by the United States government. 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
mailers.
ARTICLE 19
SECURING AGREEMENT/PUBLlC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firrn, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the tirne this Agreement is executed, CONSULTANT shall sign and
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
rnade a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates
and other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287. 133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
27
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 20
DISPUTE RESOLUTION
20.1 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 allended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER 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
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'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.
20.2 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.
28
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant 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 Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
o-r l\W.~
By: ~
Fred Coyle, Chairman
VANUS, Inc.
BY:\.J...,J1Jl(lDlj~)
a )
Jay H.L. Calhoun, PE/President
Typed Name and Title
itness
Karen Dawley/Admin Assistant
TXped Name and Title
~~ 0~!JV-L
Witness "
Colleen Clune/Project Coordinator
Typed Name and Title
30
.~"
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Civil-Transportation
Planning (CI-TRPL) and Civil-Transportation Traffic (CI-Traf)
This Work Order is for professional describe services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and"Conditions of the Agreement referenced above, this Work Order is assigned to:
Scooe of Work: As detailed in the attached proposal and the following:
* Task I
. Task II
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Comoensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
TOTAL FEE
$
$
$
$
Task I
Task II
Task III
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Date
Department Director, Department Name
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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Schedule 8
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel CateClorv Standard Hourlv Rate
Principal $195
Senior Project Manager $165
Project Manager $148
Senior Engineer $155
Engineer $119
Senior Inspector $85
Inspector $65
Senior Planner $140
Planner $110
Senior Designer $115
Designer $100
Environmental Specialist $115
Senior GIS Specialist $145
GIS Specialist $100
Clerical $60
Surveyor and Mapper $130
CADD Technician $85
Survey Crew - 2 man $130
Survey Crew - 3 man $160
Survey Crew - 4 man $180
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
-..._"-~",..-.
'"_.
~->~~
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
,
"
,
"
C-1
contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permilled under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
>,
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
'1
'I
.;~~
~
engaged in the work under this Agreement in accordance with the laws of the State of
Florida. The amounts of such insurance shall not be less than:
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
x $1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
_ Applicable x Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x
Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
.~,
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
C-6
--~ -- --,.-.
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
limits of not less than:
x Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(1) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? x Yes No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recover against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
$ 500,000 each claim and in the aggregate
C-7
-
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified wrillen notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate, limits provision. In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours
after receipt, of any notices of expiration, cancellation, non-renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20%) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate iimit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
C-8
-
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of CONSULTANT'S professional liability policy. If no credit is available from
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs
during the term of the project policy (and on any subsequent professional liability
policies that renew during the term of the project policy). CONSULTANT agrees that
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER for the provision of project-specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self-insured retention and the risk of
uninsured or underinsured consultants.
C-9
(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional liability insurance renews,
b. Current policy limits.
c. Current deductibles/self-insured retention.
d. Current underwriter.
e. Amount (in both dollars and percent) the underwriter will give as a credit if
the policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
g. Affirmation that the design firm will complete a timely project errors and
omissions application.
(3) If OWNER elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as
named insureds.
C-10
_.'
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, VANUS, Inc., hereby certifies that wages, rates and other
factual unit costs supporting the compensation for the services of the CONSULTANT to
be provided under the Professional Services Agreement, concerning 09-5262 "County
Wide Engineering Services" are accurate, complete and current as of the time of
contracting.
VANUS, Inc.
BY: l~ft. (J~IJ.~
-j"ay .L.} Calhoun, PE
TITLE: President
DATE: February 24. 2010
D-1
ACORD. CERTIFICATE OF LIABILITY INSURANCE OPIC KP I DATE (MMlDOIYYYY)
VANUS-1 02/24/10
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Mynatt Insurance Agency, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1316 w. Busch Blvd ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Tampa FL 33612
Phone. 813-932-5511 Fax.813-931-4459 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: '1'~..d.,... IIIdemuity Ctml;l&ll.y
INSURER 8: zur:l,<;b, AmeTiaan In.. C:OPrpilLl1Y
VAN1'1S, Inc. INSURER c:
4350 W. ~ress St.,Ste.340 INSURER 0:
Tampa 1i'L 607
INSURER E:
COVERAGES
THE POLICIES OF INSURANce USTED BELOW HAVE BEEN ISSUEO TO THE INSURED NAMED ABove FOR THE POlICY PERIOD INDICATED. N01'\'IJITIiSTANOING
ANY REQUIREMENT, TERM OR CONomON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY 8E ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES OeSCRlBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONomONS OF SUCH
POUCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. DATE MMlO~
lTR NS. TYPE OF INSURANCE POllCV NUMBER It'~~~ LIMIT3
~NERAL LlABIUTY EACH OCCURRENCE '1,000,000
A X X COMMERCIAl GENERAL lIABILITY I6806715L003TCT09 12/02/09 12/02/10 PREMISES Ea occurence} '1,000,000
I CLAIMS MADE ~ OCCUR MED EXP {AllY one pe~onl . 5, 000
- PERSONAl. & ACN INJURY '1,000,000
GENERAL AGGREGATe '2,000,000
f-- '2,000,000
Iil'L, AGGREGATe LIMIT APPLIES PER: PRODUCTS. COMP/Of> AGG
X POLICY n~:g: n- LOC
~OMOBILE UABIUTY COMBINED SINGLE LIMIT >1,000,000
A X A1-JYAUTO BA5637L59409SEL 08/01/09 08/01/10 (Eallcddenl)
l-
e!- ALL OWNED AUTOS BODILY I!<WURY . .
SCHEDULED AUTOS I6806715L003TCT09 12/02/09 12/02/10 (P9rpMSon)
-
A ~ HIRED AUTOS BODilY INJURY
(Per accident} .
~ NON-o\NNEO AUTOS
- PROPERTI DAMAGE .
(Peracddent)
RAIlAGE UASIUTY AlITO ONLY. EA ACCiOENT .
ANY AUTO OTHER THAN EAACC .
AUTO ONl V: AGO .
EXCESSlUMB RELlA. LIABILITY EACH OCCURRENCE '2,000,000
A ~rOCCUR 0 CLAIMS MADE ISFCUP8381Y597IND09 12/02/09 12/02/10 AGGREGATE '2,000,000
.
==J ~EDUCTl.LE .
RETENTION . .
WORKERS COMPENSATION AND X ITORYlJMITS I IVER-
A EMPLOYERS'LlABILITY IDTAHUB0904T38809 05/01/09 05/01/10 E.L EACH ACCIDENT $1,000,000
AtoN PROPRIETORJPARTNERlEXECUTNE
OFFICERlMEMBER EXC!..UOED? E.l. DISEASE. EA EMPlOYS .1,000,000
g~~!J1~J:g?~s below E.l. DISEASE. POLICY LIMIT '1,000,000
OlliER
B PrOfessional EOC937394006 05/05/09 05/05/10 Ea. Claim 1,000,000
LiabHi ty Aggregate 1,000,000
DESCRIPTION OF OPERATIONS' LOCATIONS 1 VEHICLES 1 exCLUSIONS ADDeD BY ENDORSEMeNT I SPECIAL PROVISIONS
Collier County Government is named as Additional Insured
Contract No. 09-5262 County Wide Engineering Services
CERTIFICATE HOLDER
COLL003
CANCELLATION
SHOULD ANY Of THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPlRATlO
DATE THEREOF, THe ISSUING INSURER WIll ENDEAVOR TO MAIL ~ DAVS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHAll
IMPOse NO 08UGATlON OR UABIUTY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTA ve
Coll.ier County
Attn: Contract Administration
3301 B Tamdami Trail East
Nap1sa FL 34112
James Connor ,/ t...-LL--
/
~~
ACORO 25 (2001/08)
@ACORDCORPORATION 1988
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