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#13-6020 (TKW Consulting Engineers, Inc.)
Contract# 13-6020 "NCWRF Design Services for Electrical Reliability and Mechanical Operations Upgrades" PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this ( t ay of / "&rc k , 2014 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 TKW Consulting Engineers, Inc., authorized to do business in the State of Florida, whose business address is 5621 Banner Drive, Fort Myers, Florida 33912 (hereinafter referred to as the "CONSULTANT"). WITNESSETH: WHEREAS, the OWNER desires to obtain professional Consulting services of the CONSULTANT concerning Design Services for Electrical Reliability and Mechanical Operations Upgrades (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: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Electrical and Mechanical Consulting services in all phases of the Project to which this Agreement applies. t 9 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 Douglas Eckmann, P.E., BCEE, 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 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. 2 � ';. 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, including but not limited to the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3)), ordinances, codes, rules, regulations and requirements of any governmental agencies, and 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. 1.7.1 The County 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 3 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 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 County 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 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 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) 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 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: 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. 5 a c 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. 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). 6 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; (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; 7 (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 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. 8 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 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 9 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 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. 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. ARTICLE SEVEN MAINTENANCE OF RECORDS 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 10 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 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. (Remainder of page intentionally left blank) ll ARTICLE NINE 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 set forth in SCHEDULE D 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 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 coverage 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, or reference this contract number. 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 12 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. 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. 13 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 CONSULTANT 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. 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. 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 the 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. 14 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 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 15 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. 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 16 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. 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 CONSULTANT'S 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 17 CD required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODI FICATION 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 3327 Tamiami Trail East Naples, FL 34112 Attention: Joanne Markiewicz, Director, Procurement Services Telephone: 239-252-8407 Fax: 239-252-6480 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: TKW Consulting Engineers, Inc. 5621 Banner Drive Fort Myers, Florida Phone: 239-278-1992; Fax: 239-278-0922 Attn: Douglas Eckmann, P.E., BCEE, Chief Operations Officer and Engineer Manager Email: douglas.eckmann@tkwonline.com 18 • 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 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. 19 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 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, SUBCONSULTANTS AND SUBCONTRACTORS RFP # 13-6020 "NCWRF Design Services for Electrical Reliability and Mechanical Operations Upgrades", Terms and Conditions 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. (CO>20 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 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." 21 a 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 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. 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. ********** 22 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for NCWRF Design Services for Electrical Reliability and Mechanical Operations Upgrades the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk'��' By: 1� '°♦ a • C Orel► -r Dater By Tom Henning, Chair it n .y..rt Attest as to chairman's signature only. A r ed s t rm and Legality: Assistant County Attorney le 1-e et-t- Name TKW Consulting Engineers, Inc. Witness ,-4r/nett/0 Co o C,NIkdrY,S U Name and Title Name and Title i• Witness r rsio< J *7 37 r Name and Title 23 ‘) SCHEDULE A SCOPE OF SERVICES The general scope of this project is to provide electrical, civil, and mechanical design services to upgrade the existing electric service No. 1 at the North County Water Reclamation Facility to Class 1 reliability standards and to upgrade the irrigation quality water facilities to allow isolation of each pass of the effluent filters to facilitate routing of the resultant water to the desired end location. All facilities designed under this project shall be integrated into the treatment plants SCADA system. SCOPE OF WORK: This project may include professional engineering services for the pre-design, design, permitting, construction administration (partial), post-design, training; operational support and additional services for the NCWRF Class 1 Electrical Reliability and Multiple Compliance Points project. Task 1.0 Design 1.1 Project Management CONSULTANT will provide all necessary work effort to perform management and administration of its project tasks throughout the duration of the project. 1.1.1 Project Initiation Meeting CONSULTANT will prepare, conduct, and attend an initial project team meeting with COUNTY project staff and COUNTY's Project Manager. 1.2 Surveying CONSULTANT will provide the services of a Florida-licensed surveyor for existing conditions, survey of the treatment facility project area to establish baseline conditions for the Design Report and to establish control points for hydraulic profiles and construction staking. Task 1.3 Preliminary Design 1.3.1 Prepare Technical Memoranda CONSULTANT will prepare a series of draft technical memoranda presenting evaluations of existing systems and alternatives. Each technical memorandum will discuss advantages and disadvantages of proposed alternatives, along with recommended improvements. Evaluations will consist of capital cost, present worth, operation and maintenance costs and functional analyses, as applicable. Draft technical memoranda will be prepared for each of the following topics: 1. Civil/Site Work/Paving, Grading and Drainage, and Yard Piping 2. Hydraulic Profile 3. Reclaimed Water Pumping/Transmission (and Reject Water Handling) 4. Electrical Systems 5. Control and Information Systems 6. Probable Opinion of Construction and Operation and Maintenance Cost 7. Construction Sequencing and Probable Construction Schedule A-1 In-House QA/QC Reviews Each draft technical memorandum will receive a CONSULTANT in-house QA/QC review prior to submittal to COUNTY. These reviews will consist of comments from senior level staff members and identify document compliance with applicable codes and standards. Review with COUNTY Each draft technical memorandum will be distributed to COUNTY (eight copies) in hard copy, MSWord format and PDF format, approximately two weeks prior to the scheduling of a review meeting. This review meeting will serve as a forum for receiving and reviewing COUNTY input. It is anticipated that each draft technical memorandum will require one review meeting/workshop. Finalize Technical Memoranda Based on comments received from COUNTY, CONSULTANT will finalize each technical memorandum. Eight copies in hard copy, MSWord format and PDF format of each will be forwarded to COUNTY for final acceptance. 1.3.2 Prepare Draft Design Report CONSULTANT will prepare a draft design report containing a compilation of COUNTY accepted technical memoranda, along with additional information that may include, soil borings, subsurface explorations, and other investigations necessary for establishing a baseline from which to proceed with the final design of the project. The draft design report will also include schematic layouts, sketches and design criteria with appropriate exhibits to clearly indicate the considerations involved, including applicable requirements of all governmental agencies having jurisdiction on the project, and setting forth CONSULTANT's recommendations for proceeding with the preliminary design of the project. The design report will include CONSULTANT's professional evaluation of COUNTY's project budget for this project based on the 30% design completion level cost estimate. Eight (8) copies in hard copy, MSWord format and PDF format of the draft design report will be submitted to COUNTY. Review with COUNTY Approximately two weeks after delivery of the draft design report to COUNTY, CONSULTANT will schedule up to two meetings with COUNTY to review and incorporate comments. 1.3.3 Prepare Final Design Report Based on results of the review meeting(s) with COUNTY, CONSULTANT will prepare a final design report. Eight (8) copies in hard copy, MSWord format and PDF format of the final design report will be submitted to COUNTY. Review and Final Acceptance by COUNTY CONSULTANT will meet once with COUNTY to establish agreement and acceptance of the recommendations made in the final design report. The accepted report will then serve as the basis of design, upon which the preliminary design documents will be based. An electronic copy will then be submitted to the COUNTY. A-2 1.3.4 Prepare Electrical Contingency Plans CONSULTANT will evaluate remote MCC loads, develop a load contingency plan, prepare remote load contingency design, and review the remote MCC load contingency plan with COUNTY staff Task 1.4 Final Design 1.4.1 Preparation of 60% Documents Upon receiving final acceptance of the Design Report from COUNTY, CONSULTANT will commence with the preparation of preliminary design contract documents (drawings and technical specifications) for the NCWRF project. Documents will be prepared for the following proposed improvements and disciplines: 1. Civil/Site Work/Paving, Grading and Drainage 2. Yard Piping 3. IQ Pumping/Transmission (and Reject Water Handling) 4. Structural Design, if any 5. Architectural Design, if any 6. Electrical Design 7. Control and Instrumentation System Design 8. Plumbing Design Improvements to be designed per the recommended criteria as presented in the final design report developed under Task 1.3.3. Cost Estimate (60% Completion Level) CONSULTANT will prepare cost estimates intended to provide COUNTY with an up to date progress estimate of projected probable construction costs. Eight (8) hard copies, MSWord format and PDF format electronic copy of the estimates will be prepared and forwarded to COUNTY at the 60 percent design completion stage. Project Peer Review CONSULTANT will conduct a 60 percent completion stage project peer review to provide QA/QC of the contract documents and cost estimate prior to submittal to COUNTY. The review will be conducted by senior level personnel (internal Technical Review Committee) not involved in the day-to-day activities of the project to ensure a "fresh eyes" review. Reviews with COUNTY CONSULTANT will schedule review meetings/workshops with COUNTY to receive input at the 60 percent design completion stage of each bid package. CONSULTANT, based on comments received from COUNTY, will make subsequent revisions to the documents. This task does not include out of scope changes outside of the recommended expansion criteria developed in the final design report. 1.4.2 Preparation of 90% Documents Based on input received from COUNTY at review meetings during the 60% design phase (Task 1.4.1) and associated design reviews CONSULTANT will prepare the proposed final (90%) contract documents. A-3 Project Peer Review CONSULTANT will conduct a 90 percent completion stage project peer review to provide QA/QC of the final contract documents and cost estimate prior to submittal to COUNTY. The review will include final interdisciplinary checks, general coordination, operational, and constructability issues, and will be conducted by senior level personnel (internal Technical Review Committee) not involved in the day-to-day activities of the project to ensure a "fresh eyes" review. Delivery of Proposed Final Documents CONSULTANT will furnish COUNTY with eight (8) hard copies and an MSWord format and PDF format electronic copy of proposed final contract documents and the 90% completion level detailed opinion of probable construction cost. Review and Revisions to the 90% Contract Documents Approximately two (2) weeks after delivery of the proposed final contract documents to COUNTY, CONSULTANT will schedule a review meeting with COUNTY, so that any changes that may be necessary to meet the project's budgetary requirements can be incorporated. These reviews do not include scope changes to the recommended expansion criteria developed in the design report, but only reductions to the overall work effort as necessary to meet the project construction budget. 1.4.3 Site Development Permit CONSULTANT will prepare a Site Development Permit (SDP) for the anticipated expansions to the electrical buildings to accommodate the electrical reliability upgrades. CONSULTANT will prepare for, attend, and conduct a pre-application meeting with Collier County development review. CONSULTANT will perform a site survey in support of the development plan (see Task 1.2). CONSULTANT will prepare drawings in support of an application for site development, prepare the application, and will respond to a reasonable number of requests for additional information and respond to review questions. 1.4.4 Preparation of 100% Documents CONSULTANT will incorporate COUNTY comments and prepare one master set of originals and an MSWord format and PDF format electronic copy of the final (100% complete) contract documents, as revised per items addressed under Task 1.4.2. Final bid ready documents will be forwarded to COUNTY for final acceptance prior to bid. CONSULTANT will address any final minor comments on the bid ready documents. The COUNTY will reproduce all necessary copies of contract documents required during the bidding process. Task 1.5 Permitting Services CONSULTANT will prepare and submit construction permit applications pertaining to the NCWRF project. The scope of this project anticipates the following permitting: 1. Florida Department of Environmental Protection (FDEP) Environmental Resource Permit and the FDEP Permit to Construct. 2. Collier County Growth Management Division Site Development Plan (SDP) or Amendment, whichever is applicable (See Task 1.4.3). A-4 ^ 3. Initial application for South Florida Water Management District (SFWMD) dewatering permits required for construction. It is understood that Contractor will assume responsibility for transferring permit application to its name upon construction contract award. 4. Initial application for Collier County Growth Management building permits, if required. It is understood that Contractor will assume responsibility for transferring permit application to its name upon construction contract award. 5. CONSULTANT will meet with the jurisdictional agencies noted in Task 1.5 to facilitate issuance of necessary permits. It is assumed that the COUNTY will pay all County permit fees by interdepartmental transfer; and COUNTY will pay all other fees through a separate line item on this task order. If additional permits are required, CONSULTANT shall notify COUNTY to establish schedule for additional fees, as necessary. Task 1.6 Construction Bid Services 1. CONSULTANT may assist COUNTY in developing criteria and documentation associated with the prequalification of acceptable construction contractors prior to issuing the contract documents for bidding. 2. CONSULTANT will assist COUNTY by: providing interpretation and clarification of Contract Documents during bidding; attending pre-bid meeting with prospective bidders; attending the bid opening; assist COUNTY in the preparation of the bid tabulation sheets and assist COUNTY in evaluating bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services; assist COUNTY in evaluation bidder's previous experience, if necessary; preparation of technical information for addenda issued by COUNTY as appropriate to interpret or clarify contract documents. 3. CONSULTANT may provide COUNTY with a recommendation as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the bidders for those portions of the work as to which such acceptability is required by the Contract Documents. 4. CONSULTANT may provide COUNTY with recommendations concerning the acceptability of substitute materials and equipment proposed by bidder (s) when substitution prior to the award of contracts is allowed by the Contract Documents. 5. CONSULTANT will provide COUNTY with a recommendation to make a contract award to lowest responsive bidder. 6. In the event that construction bids exceed the CONSULTANT'S final estimate of probable construction cost by more than fifteen (15) percent, CONSULTANT will, at its expense, analyze the cause or causes of the overrun and provide suggestions to correct the same. Task 2.0 Construction Contract Administration, Post Design and Services during Construction The CONSULTANT will provide an experienced, competent engineer(s) for the types of work in this section of the project. The following activities outline the post design and services during construction anticipated to be provided during the construction, start-up, and project close-out: A-5 1. Attendance at the pre-construction meeting. Schedule and attend all progress meetings and conferences with the COUNTY and contractors only as directed by the COUNTY. Prepare agenda and distribute meeting minutes for meetings conducted. Coordinate all subsequent start up, design resolution, differing field conditions, and punch list walk through meetings, prepare agenda and distribute meeting minutes for meetings conducted. Prepare a list of issues needing resolutions after every meeting and ensure that they are fulfilled. 2. Coordinate construction field activities with the operational staff at the NCWRF with adequate notice and coordination so as not to interfere with operations of the facility and the ability to provide wastewater and irrigation quality water services to our customers as directed by the COUNTY. 3. If requested by COUNTY review and evaluate the proposed construction schedule and the schedule of values used for progress payment purposes. Provide input and recommendations to the COUNTY project manager and operations staff. 4. If requested by COUNTY coordinate construction and design issues with the COUNTY, COUNTY's consultant for CEI services if used, and contractor. 5. Issue interpretations and clarifications of Contract Documents during construction, and evaluate requests for substitutions or deviations from the Contract Documents. Notify COUNTY of any such requested deviations or substitutions and when reasonably necessary, provide COUNTY with a recommendation concerning same. 6. Provide timely review, recommendations and approval of shop drawings, submittal information and 0 & M Manuals. Review shop drawings, diagrams, illustrations, catalog data, schedules and samples, the results of laboratory tests and inspections, and other data that Contractors are required to submit for conformance with the design concept of the Project and compliance with the provisions of the Contract Documents. 7. Respond to Requests for Information from the contractor within seven working days. Coordinate requests with COUNTY's project manager and operational staff at NCWRF. 8. If requested by COUNTY provide construction contract administration consisting of: a. Review of payment applications, b. Review of construction schedule updates and field progress, c. Review of change order requests and preparation of work directives and change orders, d. Assistance in administration of additional work under the Contract Allowance Bid item. e. Review record drawings for completeness and accuracy on a daily basis. f. Review contractor's as-built/record drawing progress. g. Review final O&M manuals submitted by contractor. h. Certify project/contract completion. i. Attend start ups. j. Provide and/or coordinate training to plant personnel. k. Prepare, sign, and seal final record drawings. I. Certify to FDEP that the project and permit conditions have been finalized. 9. Provide operational coordination to assist the County to maintain continuous compliance with FDEP requirements and to maintain production of irrigation quality (IQ) water. A-6 10. Conduct periodic site observation of construction as necessary and/or directed by COUNTY to achieve the tasks and scope of work in this RFP, and provide site visit reports with photographs to the COUNTY via electronic E-mails. 11. Attend project meetings in order to monitor progress, respond to field issues, communicate with the contractor, and coordinate communications with the contractor and COUNTY project manager and operational staff at NCWRF. 12. Record Drawings: Prepare and submit to COUNTY upon completion of construction of Project, five (5) sets of signed and sealed record drawings, and MSWord format and PDF format copies of the work constructed and electronically on AutoCAD disks (current COUNTY version), including those changes made during the construction process, using information supplied by the Contractors and other data which can reasonably be verified by CONSULTANT's personnel. Construction engineering and inspection (CEI) services will be provided to the COUNTY by others under a separate Contract. It is assumed that the CEI firm will update contract documents on a monthly basis and provide electronic and hard copies of contract document updates to the CONSULTANT throughout the construction period. It is further assumed that the CEI firm will provide a complete, signed and sealed set of as-built contract documents to the CONSULTANT for use in preparing reproducible and electronic record drawings. Task 3.0 Operations Support Services 3.1 Update Operations Manual CONSULTANT will update the Existing NCWRF Operations Manual As Follows: 1. Each section of the Operations Manual will contain single-colored process schematics and diagrams for Operator reference. Isometric diagrams may also be utilized when necessary to provide better understanding of the process. 2. Eight (8) draft hard copies, MSWord format and PDF format copies of the Operation Manual will be submitted to COUNTY for their review and comment. 3. Based upon review comments received, the Operations Manual will be updated. 4. Eight (8) hard copies, MSWord format and PDF copies of the final operations manual will be provided to COUNTY. The COUNTY has standardized on the ANTERO computerized maintenance management system (CMMS) for the scheduling of preventative and corrective maintenance tasks. The COUNTY will provide the CONSULTANT with an electronic copy (in Microsoft Excel format) of the maintenance database table. The CONSULTANT will populate this template table with maintenance schedule and maintenance procedure data supplied in the detailed operation and maintenance manuals of all equipment furnished under this project. The CONSULTANT will provide the COUNTY with an electronic copy of the populated maintenance data table. The COUNTY will update the ANTERO Task Manager software with the populated maintenance data table. 3.2 Operator Training CONSULTANT will provide meetings with the facilities operational staff to review operational data, observe trends, and correlate system performance observations with collected operational data. This task will focus on optimizing system performance, and reduce operational costs. Training shall be furnished through verbal communications and through workshops held on site. Four workshops are assumed. The facility is a 24 hour, 7 day per week operations facility. The A-7 CONSULTANT will have to coordinate so that a majority of the shift worker can attend. Coordination with the Plant Manager is required. 3.3 Process Startup Assistance Provide one personnel experienced in plant startups to oversee the startup activities of the new facilities on an as-needed basis. The responsibilities of the startup personnel may include: 1. Review of Contractor's cleaning, testing, and startup procedures. 2. Review and approval of Contractor's component and system tests. 3. Review designed system for operability and maintenance. 4. Coordinate initial operations with COUNTY and the Resident Project Representative. 5. Recommend to the COUNTY the acceptance of equipment and/or systems. 6. Recommend and establish operating procedures for all systems and process. 7. Review, observe and accept startup procedures to verify that proposed protocol is in conformance with the intent of the Contract Documents. 8. Assist COUNTY in data collection and trending during and following startup for process control and completion of monthly operating reports. 3.4 Operations Support CONSULTANT will provide technical support to COUNTY, training on operational protocols, contingency planning, flow management and seasonal readiness during the design, construction and warranty phase, through all seasons (high season and IQ high). Allowance Items: Laboratory Testing and Geotechnical Services CONSULTANT will specify and coordinate laboratory testing and geotechnical work associated with the characterization of soils for structural design. CONSULTANT will specify the recommended laboratory testing of materials during construction. Geotechnical and related investigations for design are covered by allowances for these outside services. Allowances have been established for supporting technical and related services that may be required for completion of the project. Use of allowances will be based on determination of need by County Project Manager or his designee, and may include, but not be limited to the following: • Geotechnical Investigations for Foundation Design • Allowance for permit fees pay by CONSULTANT • Soft-digs and Exploratory Underground Investigation • Document Production • Underground Conduit Survey • MCC Load Testing • Allowance for services of Registered Landscape Architect in support of Site Development Permit requirements A-8 SCHEDULE B BASIS OF COMPENSATION TIME AND MATERIAL 1. MONTHLY STATUS REPORTS 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 Peter Schalt, Senior Proiect Manager, Public Utilities Engineering, 3339 Tamiami Trail, East, Suite 301, Naples, Florida 34112 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses in accordance with the terms stated below. Provided, however, in no event shall such compensation exceed the amounts set forth in the table below. TASK DESCRIPTION NOT TO EXCEED AMOUNT: 1. Design $770,935.00 2. Construction Contract, Post Design and $526,001.00 Services During Construction 3. Operations Support Services $61,740.00 Allowance Laboratory Testing and Geotechnical $71,000.00 Items Services TOTAL FEE (Total Tasks 1-3 & $1,429,676.00 Allowance Items) B.2.2. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. B.2.3. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER. B.2.4 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. 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 B-1 provisions of Section 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without OWNER'S prior written approval. B.2.5. 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 services. B.2.6 Notwithstanding anything in this 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 and Reimbursable Expenses 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.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 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 the Project name and shall not be submitted more than one time monthly. B.3.3 Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task limits set forth in the table in Section 2.1 by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. B.3.4 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.3.5 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 B2 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.3.5.1 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: B.3.5.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.5.1.2. 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.3.5.1.3. Permit Fees required by the Project. B.3.5.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.5.1.5 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 (f./- i SCHEDULE B —Attachment 1 CONSULTANT'S AND SUB-CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Principal Engineer $195 Senior Project Manager/Senior Design Engineer $165 Senior Engineer $155 Project Engineer $119 Designer $100 CADD Technician $85 Professional Surveyor and Mapper $130 Survey Crew— 2 man $130 Clerical $60 Operations Specialist $115 B-4 (, SCHEDULE C PROJECT MILESTONE SCHEDULE Cumulative Number of Number Calendar Days of Calendar Days Task No. Task Name/Title For Completion For Completion from Date of of Each Task Notice to Proceed 1 Design and Production of 480 480 Construction Documents including Bid Phase Services 2 Post Design and Services During 550 1,030 Construction 3 Post Construction Services 90 1,120 4 Reimbursable Services On-going as approved during Task 1 c-i c 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 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 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 D-1 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 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 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: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) $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 D-3 (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 (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 $300,000 Products/Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products/Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 X General Aggregate $2,000,000 Products/Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $2,000,000 Each Occurrence $2,000,000 Fire Damage $ 50,000 D-4 (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 his/her 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 SUBCONSULTANT 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 (7) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT 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 D-5 (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? _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 $1,000,000 each claim and in the aggregate D-6 X_$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 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. D-7 ��J ; 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. (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-8 f SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, TKW Consulting Engineers, 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 NCWRF Design Services for Electrical Reliability and Mechanical Operations Upgrades are accurate, complete and current as of the time of contracting. TKW Consulting Engineers, Inc. B AP' TITLE: C � DATE: �1� � cC� �v E-1 SCHEDULE F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Name Personnel Category % of time TKW Consulting Engineers, Inc. Doug Eckmann, P.E., BCEE 7% Patrick Day, P.E., BCEE 5% Mike McGee, P.E. 8% James Lange, P.E., S.E. S.I. 8% John Mahlbacher, P.E. 8% Subconsultant- RKS Consulting Engineers, Inc Don Williams, P.E. 16% Tracy Prokopetz, P.E. 14% Subconsultant - Hole, Montes, Inc. Ron Benson, Ph.D., P.E. 9% Jerry Taricska, Ph.D., P.E., BCEE 9% Harry Pepper, P.E. 6% W. Terry Cole, P.E. 2% Francis Feeney, P.E. 3% Dawn Barnard, Class A Operator 4% Tom Murphy, PSM 1% F-1 TKWCONS-01 CDIXON ACO o' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/19/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: Ames 8i Gough PHONE 703 827-2277 FAX 703 827-2279 8300 Greensboro Drive E-MAIL No.Ext):( ) to/c,No): ( ) E-M Suite 980 ADDRESS: McLean,VA 22102 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:American Casualty Co of Reading,PA A(XV) 20427 INSURED INSURER B:National Fire Insuran ce Company of Hartford A(XV) 20478 TKW Consulting Engineers,Inc. INSURER C:Continental Casualty Company(CNA)A(XV) 20443 5621 Banner Drive INSURER D:Transportation Insurance Company A(XV) 20494 Fort Myers,FL 33912 INSURER E:Travelers Casualty&Surety Company of America 31194 _INSURER F: COVERAGES CERTIFICATE NUMBER: 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 DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE NSD SUER POLICY NUMBER MMIDDY/YYYY),JMM/DD/YYYY) LIMITS LTR ..INSD WVD ./ A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X I OCCUR PR 4032766627 01/01/2014 01/01/2015 DAEMISMAGE ES(TO Ea RENTED ocarre nce) $ ,300 000 MED EXP(Any one person) $ 10,000 PERSONAL BADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _$ 2,000,000 X POLICY X_PRO- JECT PRODUCTS-COMP/OP AGG $ 2,000,000 X LOC OTHER: $ AUTOMOBILE LIABILITY Ea acddeDISINGLE LIMIT $ 1,000,000 B X ANY AUTO 4031256893 01/01/2014 01/01/2015 BODILYINJURY(Perperson) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 C EXCESS LIAB CLAIMS-MADE 4032766613 01/01/2014 01/01/2015 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 _ $ WORKERS COMPENSATION X STATUTE OTH- ER AND EMPLOYERS'LIABILITY D ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 5094905002 01/01/2014 01/01/2015 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I I N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under E.L.DISEASE-POLICY LIMIT 5 1,000,000 DESCRIPTION OF OPERATIONS below _ E Professional Liab. 105807408 07/11/2013 07/11/2014 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Contract 13-6020"NCWRF Design Services for Electrical Reliability and Mechanical Operations Upgrades Collier County Board of County Commissioners is included as additional insured with the exception of workers compensation&professional liability.Waiver of subrogation is applicable where required by written contract and allowed by law. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Department 3327 Tamiami Trail East Naples,FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD SB-146932-E CNA (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED—BLANKET VENDORS own acts or omission or those of its employees or anyone else acting on its WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization (referred apply to: to below as vendor) with whom you agreed, because contained in The he exceptions of a written contract or agreement to provide (1) Subparagraphs d.exceptions f.;or insurance, but only with respect to bodily injury or "property damage"arising out of"your products"which (2) Such inspections, adjustments, tests or are distributed or sold in the regular course of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally undertakes to make in exclusions: the usual course of business, in 1. The insurance afforded the vendor does not apply connection with the distribution or sale of to: the products. a. "Bodily injury" or "property damage" for which 2. This insurance does not apply to any insured the vendor is obligated to pay damages by person or organization, from whom you have reason of the assumption of liability in a acquired such products, or any ingredient, part or contract or agreement. This exclusion does container, entering into, accompanying or not apply to liability for damages that the containing such products. vendor would have in the absence of the 3. This provision 2. does not apply to any vendor contract or agreement; included as an insured by an endorsement issued b. Any express warranty unauthorized by you; by us and made a part of this Policy. c. Any physical or chemical change in the 4. This provision 2.does not apply if"bodily injury"or product made intentionally by the vendor; "property damage" included within the "products- completed operations hazard" is excluded either d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement. for the purpose of inspection, demonstration, 2. MISCELLANEOUS ADDITIONAL INSUREDS testing, or the substitution of parts under instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container; insured any person or organization (called additional e. Any failure to make such inspections, insured) described in paragraphs 2.a. through 2.h. adjustments, tests or servicing as the vendor below whom you are required to add as an additional has agreed to make or normally undertakes to insured on this policy under a written contract or make in the usual course of business, in agreement but the written contract or agreement must connection with the distribution or sale of the be: products; 1. Currently in effect or becoming effective during the f. Demonstration, installation, servicing or repair term of this policy; and operations, except such operations performed 2. Executed prior to the "bodily injury," "property at the vendor's premises in connection with damage" or"personal and advertising injury,"but the sale of the product; Only the following persons or organizations are g. Products which, after distribution or sale by additional insureds under this endorsement and you, have been labeled or relabeled or used coverage provided to such additional insureds is as a container, part or ingredient of any other limited as provided herein: thing or substance by or for the vendor;or a. Additional Insured—Your Work h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its That person or organization for whom you do work is an additional insured solely for liability SB-146932-E Page 1 of 5 (Ed.06/11) SB-146932-E CNA (Ed. 06/11) due to your negligence specifically resulting This insurance does not apply to "bodily from your work for the additional insured injury," "property damage" or "personal and which is the subject of the written contract or advertising injury" arising out of operations written agreement. No coverage applies to performed for the state or municipality. liability resulting from the sole negligence of c. Controlling Interest the additional insured. Any persons or organizations with a The insurance provided to the additional insured is limited as follows: controlling interest in you but only with respect to their liability arising out of: (1) The Limits of Insurance applicable to the (1) Their financial control of you; or additional insured are those specified in the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises. Insurance are inclusive of, and not in This insurance does not apply to structural in the Declarations.on to,the Limits of Insurance shown alterations, new construction and demolition in the operations performed by or for such additional (2) The coverage provided to the additional insured. insured by this endorsement and d, Managers or Lessors of Premises paragraph F.9.of the definition of"insured contract" under Liability and Medical A manager or lessor of premises but only with Expenses Definitions do not apply to respect to liability arising out of the ownership, "bodily injury" or "property damage" maintenance or use of that specific part of the arising out of the "products-completed premises leased to you and subject to the operations hazard" unless required by the following additional exclusions: written contract or written agreement. This insurance does not apply to: (3) The insurance provided to the additional insured does not apply to "bodily injury," (1) Any "occurrence" which takes place after "property damage," or "personal and you cease to be a tenant in that premises; advertising injury" arising out of the or rendering or failure to render any (2) Structural alterations, new construction or professional services. demolition operations performed by or on b. State or Political Subdivisions behalf of such additional insured. A state or political subdivision subject to the e. Mortgagee,Assignee or Receiver no following provisions: A mortgagee, assignee or receiver but only (1) This insurance applies only with respect with respect to their liability as mortgagee, to the following hazards for which the assignee, or receiver and arising out of the N state or political subdivision has issued a ownership, maintenance,or use of a premises ° permit in connection with premises you by you. own, rent, or control and to which this This insurance does not apply to structural insurance applies: alterations, new construction or demolition (a) The existence, maintenance, repair, operations performed by or for such additional construction, erection, or removal of insured. advertising signs, awnings, canopies, f. Owners/Other Interests–Land is Leased cellar entrances, coal holes, driveways, manholes, marquees, An owner or other interest from whom land hoistaway openings, sidewalk vaults, has been leased by you but only with respect street banners, or decorations and to liability arising out of the ownership, similar exposures; or maintenance or use of that specific part of the land leased to you and subject to the following (b) The construction, erection, or additional exclusions: removal of elevators; or This insurance does not apply to: (2) This insurance applies only with respect °— to operations performed by you or on your (1) Any "occurrence" which takes place behalf for which the state or political after you cease to lease that land;or subdivision has issued a permit. SB-146932-E Page 2 of 5 (Ed. 06/11) SB-146932-E CNA (Ed. 06/11) (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following: performed by or on behalf of such k. Damage To Property additional insured. g. Co-owner of Insured Premises "Property damage"to: A co-owner of a premises co-owned by you 1. Property you own, rent or occupy, and covered under this insurance but only including any costs or expenses with respect to the co-owners liability as co- incurred by you, or any other person, owner of such premises. organization or entity, for repair, replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such property for any reason, including Any person or organization from whom you prevention of injury to a person or lease equipment.Such person or organization damage to another's property; are insureds only with respect to their liability arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or agreement with you for such leased equipment ends. 4. Personal property in the care, With respect to the insurance afforded these custody or control of the insured; additional insureds, the following additional 5. That particular part of any real exclusions apply: property on which you or any This insurance does not apply: contractors or subcontractors working directly or indirectly in your behalf are (1) To any "occurrence" which takes place performing operations, if the"property after the equipment lease expires;or damage" arises out of those (2) To "bodily injury," "property damage" or operations; or ( ) Y 9 ' "personal and advertising injury" arising 6. That particular part of any property out of the sole negligence of such that must be restored, repaired or additional insured. replaced because "your work" was Any insurance provided to an additional insured incorrectly performed on it. designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are "your work" and damage" included within the "products-completed were never occupied, rented or held for operations hazard." rental by you. 3. The following is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (other CONDITIONS: than damage by fire or explosion) to premises: H. Other Insurance (1) rented to you: 4. This insurance is excess over any other insurance naming the additional insured (2) temporarily occupied by you with the as an insured whether primary, excess, permission of the owner, or contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days. either primary or primary and A separate limit of insurance applies to noncontributing. Damage To Premises Rented To You as 4. LEGAL LIABILITY—DAMAGE TO PREMISES described in Section D — Liability and Medical Expenses Limits of Insurance. A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB-146932-E Page 3 of 5 (Ed.06/11) SB-146932-E CNA (Ed. 06/11) Paragraphs 3, 4, 5, and 6 of this (2) Any partner, if you or an additional exclusion do not apply to liability insured is a partnership; assumed under a sidetrack agreement. (3) Any manager, if you or an additional Paragraph 6 of this exclusion does not insured is a limited liability company; apply to "property damage" included in the "products-completed operations (4) Any "executive officer" or insurance hazard." manager, if you or an additional insured is a corporation; B. Under B. Exclusions, 1. Applicable to (5) Any trustee, if you or an additional Business Liability Coverage, the last insured is a trust;or paragraph of 2. Exclusions is deleted and replaced by the following: (6) Any elected or appointed official, if you or an additional insured is a political Exclusions c, d,e,f, g, h, i, k, I, m, n, and o, subdivision or public entity. do not apply to damage by fire to premises while rented to you or temporarily occupied by This paragraph e. applies separately to you you with permission of the owner or to the and any additional insured. contents of premises rented to you for a 7. Bodily Injury period of 7 or fewer consecutive days. A separate limit of insurance applies to this Section F. Liability and Medical Expenses coverage as described in Section D. Liability Definitions, item 3. "Bodily Injury" is deleted and And Medical Expenses Limits Of replaced with the following: Insurance. "Bodily injury" means bodily injury, sickness or C. The first Paragraph under item 5. Damage To disease sustained by a person, including death, Premises Rented To You Limit of Section humiliation, shock, mental anguish or mental D. Liability And Medical Expenses Limits injury by that person at any time which results as Of Insurance is replaced by the following: a consequence of the bodily injury, sickness or The most we will pay under Business Liability disease. for damages because of "property damage" 8. Expanded Personal and Advertising Injury to any one premises,while rented to you, or Definition temporarily occupied by you, with the permission of the owner, including contents of a. The following is added to Section F. Liability such premises rented to you for a period of 7 and Medical Expenses Definitions, item 14. or fewer consecutive days, is the Damage to Personal and Advertising Injury, in the Premises Rented to You limit shown in the Businessowners General Liability Declaration. Coverage Form: 5. Blanket Waiver of Subrogation h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural We waive any right of recovery we may have person, but only if such discrimination or a against: humiliation is: 0 0 a. Any person or organization with whom you 1. Not done intentionally by or at the have a written contract that requires such a direction of: waiver. a. The insured;or 6. Broad Knowledge of Occurrence b. Any "executive officer," director, The following items are added to E. stockholder, partner, member or Businessowners General Liability Conditions manager (if you are a limited liability in the Businessowners Liability Coverage company)of the insured; and Form: — 2. Not directly or indirectly related to the e. Paragraphs a. and b. apply to you or to any employment, prospective employment, — additional insured only when such past employment or termination of "occurrence," offense, claim or"suit" is known employment of any person or person by to: any insured. (1) You or any additional insured that is an b. The following is added to Exclusions, Section individual; B.: SB-146932-E Page 4 of 5 (Ed. 06/11) SB-146932-E CNA (Ed.06/11) (15)Discrimination Relating to Room, Personal and Advertising Injury Liability is Dwelling or Premises excluded either by the provisions of the Policy Caused by discrimination directly or or by endorsement. indirectly related to the sale, rental, lease 9. Personal and Advertising Injury Re-defined or sub-lease or prospective sale, rental, Section F. Liability and Medical Expenses lease or sub lease of any room, dwelling Definitions, item 14, Personal Advertising Injury, or premises by or at the direction of any Paragraph c.is replaced by the following: insured. (16)Fines or Penalties c. The wrongful eviction from, wrongful entry into, or invasion of the right of private Fines or penalties levied or imposed by a occupancy of a room dwelling or premises governmental entity because of that a person or organization occupies discrimination. committed by or on behalf of it's owner, c. This provision (Expanded Personal and landlord or lessor. Advertising Injury) does not apply if SB-146932-E Page 5 of 5 (Ed.06/11)