#04-3593 (Camp Dresser & McKee)100
Contract # 04 -3593
PROFESSIONAL ENGINEERING SERVICE
Wellfield Reliability Improvements and Expansion Program
June 8, 2004
THIS AGREEMENT is made and entered into this Rrh day of -Tunp 11 -Tun 2004,
by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of
the State of Florida and (hereinafter referred to as the "OWNER ") and Camp Dresser and McKee Inc., a
Massachusetts Corporation, authorized to do business in the State of Florida, whose business address is
9311 College Parkway, Suite 1, Fort Myers, Florida, 33919 (hereinafter referred to as the
"CONSULTANT "). The agreement shall be based upon the terms and conditions of request for
proposals (RFP) 04 -3593. Should any terms of the agreement conflict with the terms of the RFP, the
terms of the agreement shall prevail.
WITNESSETH:
WHEREAS, the OWNER desires to obtain professional engineering services of the
CONSULTANT concerning work and /or the improvement of areas within the operational jurisdiction of
Collier County, such services, as described herein, to be performed by the CONSULTANT pursuant to
this Agreement and with Work Orders to be issued by OWNER subsequent to execution of this
Agreement; and in accordance with the conditions that the Work Orders issued under this agreement
shall not exceed $3,000,000 individually or collectively (on a fiscal year basis) unless approved by the tilt
Board of County Commissioners.
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 by the OWNER.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and provisions
contained herein, the parties hereto agree as follows:
ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
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1.1. CONSULTANT shall provide to OWNER professional engineering services in all phases of any
Work Order to which this Agreement applies and pertains to the Wellfield Reliability Improvement
and Expansion Program as set forth under RFP 04 -3593 and in this agreement. The Program
has been generally developed to provide additional wells to meet current requirements for
reliability, and also, to acquire new wellfields to accommodate growth. The Program elements
are identified in the County's "2002 Water Master Plan Update ", as adopted by the Board of
County Commissioners on February 25, 2003. The Consultant shall provide services within the
following broad categories:
1. Management and Coordination of multiple projects consisting of contract administration,
engineering design, project management involving the planning, property acquisition, design,
permitting, and construction of public water supply wellfield projects (pertaining to new and
existing wells) for the Collier County Public Utilities Engineering Department.
2. Professional services to be provided may include, but are not limited to, planning,
engineering, surveying, hydrogeology, geology, exploratory well drilling and testing, trouble
shooting and testing of existing wells, laboratory analysis of groundwater quality, construction
engineering and inspection, assistance during start -up, training, preparing or revising
operation plans, wellfield alignment studies, assistance during warranty service period,
assistance with property acquisition, peer review, permitting, public involvement, value
engineering, quality assurance oversight, expert testimony, assistance securing and
administering grant funding, interaction with Public Utilities Engineering Department staff,
Water Department staff, and related County agencies, and overall coordination and tracking
of all wellfield maintenance, repair, acquisition, development and construction activities.
The scope of services under this agreement shall be in support of the County's Wellfield program
and attendant projects as set forth in the County's Water Master Plan, which shall serve as the
guiding document for the Program. For the duration of this agreement, any updates to the
Master Plan shall be performed by consultants independent of this agreement. The Program will
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generally consist of, but not be strictly limited to, the activities associated with and described
under Schedule E to this agreement and known as the "Wellfield Program Overview ".
1.2. The Basic Services to be performed by CONSULTANT hereunder are those set forth in this
Agreement and Work Orders prepared and issued by the OWNER and executed by the parties hereto
subsequent and pursuant to execution of the Agreement. The total compensation to be paid
CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule A,
"Consultant's Employee Hourly Rate Schedule ", 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.
1.5. CONSULTANT agrees to employ and designate in writing, within five (5) calendar days after
receiving its Notice to Proceed under an executed Work Order a qualified licensed professional to serve
as the Consultant Program Manager. The Program Manager shall be 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 and a Work Order. Within five (5)
calendar days from the Notice to Proceed issued by the OWNER to the CONSULTANT, the
CONSULTANT shall deliver to the OWNER a written statement, executed by the proper officers of the
CONSULTANT, acknowledging that the Program Manager under the Work Order shall have full
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authority to bind and obligate the CONSULTANT on all matters arising out of or relating to such Work
Order and this Agreement. The CONSULTANT shall make the necessary resources available to
manage and execute all Work Orders issued under this Agreement. The person selected by the
CONSULTANT to serve as the Program Manager shall be subject to the prior approval and acceptance
of the OWNER.
1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the
OWNER, to promptly remove and replace the Program Manager, 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, whom the OWNER shall request in writing to be
removed, which request may be made by the OWNER with or without stating its cause to
CONSULTANT.
1.7. The CONSULTANT has represented to the OWNER that it has expertise in the type of professional
services that will be performed pursuant to this Agreement. The CONSULTANT agrees that all services
to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review
and approval and shall be in accordance with the generally accepted standards of professional practice
in the State of Florida, as well as in accordance with all published laws, statutes, ordinances, codes,
rules, regulations and requirements of any governmental agencies 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.
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
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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.
1.9. If required pursuant to a Work Order, CONSULTANT agrees to provide to OWNER professional
evaluations of the OWNER'S work budget. The evaluations and opinions shall be delivered to OWNER
in accordance with the following schedule:
(a) The professional evaluations of the OWNER'S work budget shall be delivered with the
report to be furnished by CONSULTANT as part of the Scope of Services.
1.10. Evaluations of the OWNER'S budget, prepared by the CONSULTANT represent the
CONSULTANT'S best judgment as an experienced and qualified professional engineering consultant.
1.11. CONSULTANT shall be responsible for providing timely assistance and support to the real
property acquisition efforts of OWNER, including but not limited to identifying property and /or easements
required for construction and operation of the water supply facilities, technical support in negotiations
with property owners, surveys, legal and other property descriptions, route maps, dimensions and
specifications, reports, studies and other data necessary to support eminent domain takings and other
property acquisition needs.
ARTICLE TWO
ADDITIONAL SERVICES OF CONSULTANT
2.1 In addition to the scope of services set forth under this agreement (including RFP 04- 3593), the
CONSULTANT shall furnish or obtain from others Additional Services if authorized in writing in advance
by the Owner. The scope, terms and conditions of these services shall be set forth in a work order (or
an amendment to an existing work order) paid for by OWNER that is consistent with all terms and
conditions of the agreement, (including Article Five and Schedule A of the agreement).
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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
work. 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;
(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 design or
construction of the Project;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the 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.
3.3. CONSULTANT acknowledges that access to any work site, to be arranged by OWNER for
CONSULTANT, may be provided during times that are not the normal business hours of the
CONSULTANT.
3.4. OWNER shall be responsible for the acquisition of all easements, property sites, rights -of -way, or
other property rights required for the work and for the costs thereof, including the costs of any
required land surveys in connection with such acquisition.
ARTICLE FOUR
TIME
4.1. The period of service shall be from the date of execution of this Agreement through eight (8)
years from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually, in one year increments. Renewal shall be agreed to, in writing, by both
parties.
4.2. 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 established by a Work Order and shall be performed and completed in accordance
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with such Work Order. Time is of the essence with respect to the
Agreement.
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performance of this 4
4.3 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
cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to
request a time extension.
4.4. 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 and to seek an equitable adjustment to the
compensation due under this Agreement. 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 the CONSULTANT, the services to be provided hereunder by CONSULTANT have not been
completed within two (2) calendar years of a Notice to Proceed, the CONSULTANT'S compensation
may be equitably adjusted, with respect to those services that have not yet been performed, to reflect
the incremental increase in costs experienced by CONSULTANT after expiration of the two year period,
plus all time extensions granted by OWNER to CONSULTANT.
4.5. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to
be provided hereunder in a timely and reasonable 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
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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.
ARTICLE FIVE
COMPENSATION
5.1. The OWNER will compensate the CONSULTANT for the services performed on each Work
Order in accordance with a negotiated lump sum, cost plus fixed fee, or established hourly rate as
provided in Schedule A attached hereto. After the first two (2) year period of the eight (8) year contract,
the CONSULTANT'S compensation, as set forth under Schedule A, may be equitably adjusted annually
to reflect the incremental increase in costs experienced by CONSULTANT for the duration of the
agreement. All fees set forth under Schedule A of this agreement and all fees associated with recurring
lump sum tasks shall be subject to re- negotiation at the request of either the Owner or Consultant on an
annual basis. In such instance, the requesting party shall submit a formal request to the other party
identifying the proposed change(s) to the fees. Upon agreement between the parties, the agreement
shall be amended to reflect the mutually- agreed upon adjusted fees. Lump sum fees and hourly rates
set forth on pre- existing work orders shall not be subject to re- negotiation subsequent to the issuance of
the work order, except as provided for under Article 4.4 of this agreement.
5.2. Subcontractual services as identified under and modified in accordance with Article 10.1, if any,
shall be invoiced by the CONSULTANT at the actual fees paid by the CONSULTANT, all other
Subcontracts will be invoiced at actual fees plus 10 %.
5.3. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as
follows:
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5.3.1. Except for local travel within Collier or Lee Counties, which is not reimbursable,
expenses for transportation and living when traveling in connection with each Work Order, as
provided in Section 112.061, Florida Statutes, and fees paid for securing approval of authorities
having jurisdiction over the Work Order.
5.3.2. Expenses of reproductions, postage and handling of Drawings and Specifications
including duplicate sets at the completion of each Work Order for the OWNER'S review and
approval.
5.3.3. Expense of overtime work requiring higher than regular rates, when authorized by the
OWNER.
5.3.4. Expense of models for the OWNER'S use.
5.4. Total compensation for all services and expenses shall not exceed the limit listed upon each
Work Order without written approval.
5.5. CONSULTANT, and CONSULTANT's subconsultants and subcontractors, have previous
experience providing services to the OWNER for services that are directly and indirectly related to the
scope of work of this Agreement. CONSULTANT shall not request compensation, nor be entitled to
compensation, for services that were previously provided to the OWNER by the CONSULTANT and paid
for in full by the OWNER, including services previously provided to the OWNER by CONSULTANT's
subconsultants and subcontractors, in compliance with Section 215.425, F.S.
5.6. Payments for Basic Services, Additional Basic Services, Subcontractual Services, and
Reimbursable Expenses as defined in Article V, shall be made upon presentation of the
CONSULTANT'S County- approved itemized invoice.
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5.7. Records of Reimbursable Expenses and Expenses pertaining to Additional Basic Services on the
Work Order shall be kept on a generally recognized accounting basis and shall be available and
provided to the OWNER with submittal of invoices.
ARTICLE SIX
OWNERSHIP OF DOCUMENTS
6.1. Upon completion or termination of this Agreement, all records, documents, tracings, plans,
specifications, maps, evaluations, reports, computer assisted design or drafting disks and other
technical data, prepared or developed by CONSULTANT under this Agreement shall be delivered to and
become the property of OWNER. This does not apply to working papers. Said records, documents,
tracings, plans, specifications, maps, evaluations, reports, computer disks and other technical data
prepared by the CONSULTANT for each project under this Agreement are considered to be instruments
of the CONSULTANT'S service. CONSULTANT, at its own expense, may retain copies for its files and
internal use. The Owner agrees it shall use the documents on other projects only at its own risk.
When transferring data in electronic media format, CONSULTANT makes no representation as
to long term compatibility, usability, or readability of documents resulting from the use of software
application packages, operating systems, or computer hardware differing from those used by
CONSULTANT at the beginning of the Project. Because the data stored in electronic media format can
deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party
receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after
which the receiving party shall be deemed to have accepted the data thus transferred. Any errors
detected within the 60 -day acceptance period will be corrected by the party delivering the electronic files.
CONSULTANT shall not be responsible to maintain documents stored in electronic media format after
acceptance by Owner. The original hard copy of the documents containing the professional engineer's
seal shall take precedence over the electronic documents.
ARTICLE SEVEN
MAINTENANCE OF RECORDS
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7.1. CONSULTANT will keep adequate records and supporting documentation, which concern or
reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a
minimum of five (5) years from the date of termination of this Agreement or the date the work is
completed, whichever is later. 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; provided, however, such activity shall be conducted only during normal business hours.
ARTICLE EIGHT
INDEMNIFICATION
8.1. The CONSULTANT in consideration of $100.00, the sufficiency and receipt of which is
acknowledged through the signing of this Agreement shall indemnify and hold OWNER and its officers,
employees and agents harmless from and against any and all losses, liabilities, damages, and costs,
including, but not limited to, reasonable attorney fees to the extent caused by the negligence,
recklessness, or intentional wrongful conduct of the CONSULTANT, its Subconsultants, Subcontractors,
agents or employees, arising out of or incidental to the performance of this Agreement or work
performed thereunder. The CONSULTANT'S obligation under this paragraph shall not be limited in any
way by the agreed upon contract price as shown in this Agreement or the CONSULTANT'S limit of, or
lack of, sufficient insurance protection.
8.2. CONSULTANT acknowledges that the general conditions of any construction contract that
CONSULTANT creates in performance of a Work Order shall include language, satisfactory to the
OWNER'S attorney, in which the contractor agrees to hold harmless and to defend OWNER, its agents
and employees from all suits and actions, including attorney's fees, and all costs of litigation and
judgments of any name and description arising out of or incidental to the performance of the
construction contract or work performed thereunder.
ARTICLE NINE
INSURANCE
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9.1. During the life of the Agreement (and until final acceptance by OWNER for work performe#
under any Work Order issued by OWNER) the CONSULTANT shall provide, pay for, and maintain, with
companies satisfactory to the OWNER, the type and amounts of insurance described herein and on
Exhibit B. All insurance shall be from responsible companies duly authorized to do business in the State
of Florida and/or responsible risk retention group insurance companies registered with the State of
Florida. Promptly after written Notice of Award is issued by the OWNER, the insurance coverages and
limits required must be evidenced by properly executed Certificates of Insurance on forms which are
acceptable to the OWNER. The Certificates must be personally, manually signed by the Authorized
Representatives of the insurance company /companies shown on the Certificate with proof that he /she is
an authorized representative thereof. In addition, certified, true and exact copies of all insurance policies
required shall be provided to the OWNER, on a timely basis, if required by the OWNER. These
Certificates and policies shall contain provisions that thirty (30) days written notice by registered or
certified mail shall be given to the OWNER of any cancellation, intent not to renew, or reduction in the
policies' coverages, except in the application of the Aggregate Limits Provisions. In the event of a
reduction in the Aggregate Limits of any policy, the CONSULTANT shall immediately take steps to have
the Aggregate Limit reinstated to the full extent permitted under such policy. All insurance coverages of
the CONSULTANT shall be primary to any insurance or self- insurance program carried by the OWNER
applicable to the Work.
9.2. The acceptance by the OWNER of any Certificate of Insurance evidencing the insurance
coverages and limits required in this Agreement does not constitute approval or agreement by the
OWNER that the insurance requirements have been met or that the insurance policies shown on the
Certificates of Insurance are in compliance with the requirements of this Agreement.
9.3. No work shall commence unless and until the required Certificates of Insurance are received and
the written Notice to Proceed is issued to the CONSULTANT by the OWNER.
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9.4. Promptly after written Notice of Award is issued by the OWNER and prior to approving any work
CONSULTANT shall procure and maintain insurance of the types and to the limits specified in Schedule
B entitled "Insurance Coverage ", which is attached hereto and made a part hereof. CONSULTANT shall
require each of its subconsultants and subcontractors to procure and maintain, until the completion of
that subconsultant's or subcontractor's work, insurance of the types and to the limits specified in
Schedule B, unless such insurance requirement for the subconsultant or subcontractor is expressly
waived in writing by the OWNER. Said waiver shall not be unreasonably withheld upon CONSULTANT
representing in writing to OWNER that CONSULTANT'S existing coverage includes and covers the
subconsultants and subcontractors for which a waiver is sought, and that such coverage is in
conformance with the types and limits of insurance specified in Schedule B. All liability insurance
policies, other than the Professional Liability, Worker's Compensation and Employers' Liability policies,
obtained by CONSULTANT to meet the requirements of this Agreement shall name OWNER as an
additional insured as to the operations of the CONSULTANT under this Agreement and the Contract
Documents and shall contain severability of interests provisions.
9.5. If any insurance provided pursuant to this Agreement expires prior to the completion and final
acceptance by OWNER of any works, performed hereunder, renewal Certificates of Insurance and, if
requested by OWNER, certified, true copies of the renewal policies shall be furnished by CONSULTANT
thirty (30) days prior to the date of expiration.
9.6. Should at any time the CONSULTANT not maintain the insurance coverages required in this
Agreement, the OWNER may cancel this Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages purchased. 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 its rights under this Agreement.
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ARTICLE TEN
SERVICES BY CONSULTANT'S OWN STAFF
10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff and
identified subsconsultants, comprised of Greeley and Hansen, LLC, Water Resource Solutions, Inc.,
RKS Consulting Engineers, Inc, and Wilson Miller, Inc, 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 otherwise exist without regard to this Agreement.
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ARTICLE ELEVEN
WAIVER OF CLAIMS
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11.1. CONSULTANT'S acceptance of final payment under any Work Order shall constitute a full waiver
of any and all claims, except for insurance company subrogation claims, by it against OWNER arising
out of this Agreement or otherwise related to the work, except those previously made in writing 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.
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) failure to begin work under the Agreement within the times
specified under the Notice(s) to Proceed, or (b) 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) failure to obey laws, ordinances, regulations or other codes of conduct, or (e)
failure to perform or abide by the terms or spirit 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 limited to those afforded CONSULTANT under paragraph 12.3 below.
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12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon
seven (7) calendar days written notice to CONSULTANT. In the event of such termination for
convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee
earned through the date of termination, together with any retainage withheld and any costs reasonably
incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not
be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees
or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the
greatest extent reasonably possible.
12.4. Upon termination, 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
Section 6.1.
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 and to
seek an equitable adjustment to the compensation due under this Agreement in accordance with the
procedures set forth in Article Four herein.
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,
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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 C, stating that wage rates and other factual unit costs supporting the compensation are
accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the
original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by
which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or
non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1)
year following the end of this Agreement.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those services.
14.2. CONSULANT and OWNER agree that CONSULTANT shall not perform services or make
decisions deemed to be "inherently governmental" and in such instances shall defer or re- direct inquiries
to the County's Project Manager as identified under Article 16.1. The term "inherently governmental"
shall include, but not be strictly limited to approval of invoices or deliverables to the OWNER, unilateral
acceptance of work performed by contractors and consultants not in privity as subcontractors with the
CONSULTANT, and making unilateral decisions regarding the wellfield program goals, objectives and
outcomes.
ARTICLE FIFTEEN
MODIFICATION
-18-
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.
15.2 The wellfield program and the attendant delivery of services may be evaluated annually and said
evaluation may result in changes to the contractual scope, terms and conditions that shall be mutually
negotiated and agreed upon by the parties at that time.
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 or by United States Postal Service
Department, first class mail service, postage prepaid, return receipt requested, addressed to the
following OWNER'S address of record:
Board of County Commissioners,
Collier County Florida
Attention: Karl W. Boyer, P.E.
Project Manager
3301 Tamiami Trail East
Building H
Naples, Fl. 34112
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 or by the United States Postal
Service Department, first class mail service, postage prepaid, return receipt requested, addressed to the
following CONSULTANT'S address of record:
Camp Dresser and McKee Inc.
9311 College Parkway, Suite 1
-19-
nK1
Fort Myers, FL 33919
Attention: Thomas Missimer
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 interest 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. Waiver 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, initially consisting of 31 continuously numbered pages including the referenced
Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and
shall supersede, replace and nullify any and all prior agreements or understandings, written or oral,
relating to the matter set forth herein, and any such prior agreements or understanding shall have no
force or effect whatever on this Agreement.
17.7 In no event shall CONSULTANT be liable, regardless of whether any claim is based on contract or
tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost
profits, arising out of or in connection with this Contract.
-20-
100
17.8 COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the attached
component parts, all of which are as fully a part of the Agreement as if herein set out verbatim:
Consultant's Fee Schedule 'A" Insurance Coverage Schedule "B," Truth in Negotiation Schedule
"C," Work Order Summary "D."
17.9 This agreement shall be subject to annual appropriations by the Board of County
Commissioners.
ARTICLE EIGHTEEN
APPLICABLE LAW
18.1. Unless otherwise specified, 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 when providing 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 Florida state court in Collier County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement
for Engineering Services the day and year first written above.
BOARD OF COUNTY COMMfS;SI &4EiB 4$ FOR.
COLLIER COUNTY, FLOR1 ,k, A POLITICAL
SUBDIVISION OF THE STS 'O.F FLORIDA AS'-
EX- OFFICIO, THE GOVEiFING BOARD OF THE
COLLIER COU TY WATERS,EWER DISTRICT
By: I-s : C ,
Donna Fiala, Chairman
ATTEST:
Dwight E. Brock,"
Bye
Date.
rman's
l 4i +
Approved as to form.artd
I al fficienc
Assistant County Attorney
Item # I () a
Camp Dresser and McKee Inc.
Agenda /_,1
Date U `[
Witnessed: Date �,�,�� By:
Recd -21 -
By: Allvle-11�
(Type name): Julie Faircloth
By:
(Type name): Linda Kraczon
(Type name):
(Title):
100.
Donald G. Munksgaard, P.E., DEE
Senior Vice President
(CORPORATE SEAL)
-22-
11
SCHEDULE A
Contract # 04 -3593
Wellfield Reliability Improvements and Expansion Program
CONSULTANT'S EMPLOYEE HOURLY RATE SCHEDULE
EMPLOYEE CLASSIFICATION HOURLY BILLING RATE
Principal /Associate 161.00
Senior Engineer /Senior Hydrogeologist 144.00
Financial Management Consultant 135.00
Senior Project Manager 129.00
Project Engineer /Project Hydrogeologist 108.00
Public Information Specialist 100.00
Engineer III /Hydrogeologist III 97.00
Engineer II /Hydrogeologist II /Senior Designer 86.00
Engineer I /Hydrogeologist I /Designer 76.00
Design I /Hydrologic Technician 70.00
Senior Construction Manager /Operations Specialist 138.00
Construction Manager 129.00
Construction Inspector 68.00
Administrative Assistant 54.00
This list is not intended to be all- inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project -by- project basis as
needed.
END OF SCHEDULE A
-23-
100
SCHEDULE B
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.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Insurance shall be maintained by the
Contractor /Consultant/ Professional 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)
X $100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
(2) The insurance company shall waive its Rights of Subrogation against the OWNER and the
policy shall be so endorsed.
-24-
100
COMMERCIAL GENERAL LIABILITY Insurance shall be maintained by the
Contractor /Consultant/Professional. 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: (check one)
X General Aggregate $1,000,000
Products /Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the policy shall be
endorsed using the following endorsement wording. "This endorsement modifies insurance provided
under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under
LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or
rented to you."
(3) If the General Liability insurance required herein is issued or renewed on a "claims made"
basis, as opposed to the "occurrence" form, the retroactive date for coverage shall be no later than the
commencement date of the Project and shall provide that in the event of cancellation or non - renewal the
Extended Reporting Period (Discovery Period) for claims shall be no less than three (3) years.
(4) The OWNER shall be named as an Additional Insured and the policy shall be endorsed that
such coverage shall be primary to any similar coverage carried by the OWNER.
-25-
100
AUTOMOBILE LIABILITY INSURANCE shall be maintained by the Contractor / Consultant /
Professional for the ownership, maintenance or use of any owned, non -owned or hired vehicle with limits
of not less than: (check one)
X Bodily Injury & Property Damage - $ 500,000
PROFESSIONAL LIABILITY INSURANCE shall be maintained by the Consultant/Professional to insure
its legal liability for claims arising out of the performance of professional services under this Agreement.
Such insurance shall have limits of not less than
X $1,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of the
Consultant/Professional and shall not be greater than $50,000 each claim.
(3) The Consultant/Professional 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.
END OF SCHEDULE B.
-26-
SCHEDULE C
TRUTH IN NEGOTIATION CERTIFICATE
100-
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Camp Dresser & McKee Inc. hereby certifies that wages, rates and other factual unit costs
supporting the compensation for the Wellfield Reliability Improvements and Expansion Services of the
CONSULTANT to be provided under the Professional Services Agreement are accurate, complete and
current as of the time of contracting.
BY:
DATE: Lt
-27-
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SCHEDULE E
WELLFIELD PROGRAM OVERVIEW
Services provided under this agreement shall be in support of the County's Wellfield program,
the major components of which are summarized herein as follows:
1. WELLFIELD DEVELOPMENT PLAN. The Proposed Plan is to be provided to the Owner, who in
turn will provide the Plan to the Water Master Plan Consultant for review, evaluation, modification as
necessary and for prospective inclusion in updates to the Water Master Plan.
2. WELLFIELD RELIABILITY IMPROVEMENTS. The County's existing wellfields need additional wells
to serve as stand -by units in the event of routine maintenance or extended down time for major
repairs, and to replace existing wells that reach the end of their useful life. Property for new well
sites must be acquired for the additional reliability wells. Existing wellfield reliability improvements
may include individual projects listed as follows:
1. North Lower Hawthorn Wellfield Reliability Extension
2. Infill North Lower Hawthorn Wellfield with New Mid Hawthorn Reliability Wells
3. Golden Gate Tamiami Wellfield Reliability Extension
4. Saltwater Reverse Osmosis Feasibility Study
3. WELLFIELD EXPANSIONS. The County estimates that as many as one hundred (100) new
wells may be needed to meet growth over the next twenty (20) years. The "2002 Water Master Plan
Update" provides a 20 -year vision for water facilities within the service areas of the Collier County
Water -Sewer District. The Master Plan identifies two (2) new regional water treatment plants and an
expansion to the County's existing South Regional Water Treatment Plant. The growth- related portion of
the Wellfield Program includes services to perform alignment studies as necessary to acquire property
for a sufficient number of water supply wells to meet the needs of the following water treatment plants as
envisioned in the next twenty (20) years:
-29-
100
1. Add 12 mgd to South County Regional Water Treatment Plant by 2006
2. New 10 -mgd Northeast Regional Water Treatment Plant by 2009
3. Add 10 mgd to Northeast Regional Water Treatment Plant by 2016
4. New 8 -mgd Southeast Regional Water Treatment Plant by 2020
5. Add 12 mgd to Southeast Regional Water Treatment Plant by 2024
6. Replace 12 mgd MS with 12 -mgd RO at North County Regional Water Treatment Plant by a date
to be determined
Although not specifically identified in the "2002 Water Master Plan Update," the original vision of the
County's existing North Regional Water Treatment Plant was a 20 -mgd brackish water RO treatment
process. The plan was to initially build 12 million gallons per day (mgd) of freshwater membrane
softening (MS), followed by adding 8 mgd of brackish water reverse osmosis (RO), and ultimately
replacing the 12 -mgd MS process with a 12 -mgd brackish water RO process. The facility exists today
as a 12 mgd MS and 8 mgd RO split- stream plant. Replacing the existing MS process with brackish
water RO will require additional brackish water supply wells. However, the results of the proposed
Saltwater Reverse Osmosis Feasibility Study may adjust this plan in that some or all of the of the
existing MS process would be replaced with saltwater RO which would require new saltwater supply
wells, and possibly, recommissioning existing wells that have been taken out -of- service because of
excessive salinity.
The scope may also include water supply wellfield reliability improvements and expansions that may be
defined in future Water Master Plan updates, but may consist of variations on the proposed public water
supply wellfields and related raw water transmission mains and pumping facilities; supplemental water
supply wellfields, aquifer storage and recovery wellfields, and assistance in troubleshooting and repairs
to failed wells of all types covered by the RFP; and water supply reliability improvements at existing
water transmission and treatment facilities.
-30-
100
��OF:,Ll-',ABsF,LtT-Y�'IN,�SVflI NCE:,,�,Ii�
ACOR0. tERTIFICATE_ I
05/19/04
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Aon Risk services, Inc. of Massachusetts
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
99 High street
Boston MA 02110
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
COMPANY Zurich American ins co
A
PHONE - (866) 266-7475 FAX- (866) 467-7847
INSURED
COMPANY Lloyd's Of London
Camp Dresser & McKee Inc.
One Cambridge Place
50 Hampshire street
Cambridge MA 021390000 USA
COMPANY
C
0 ANY
COMPANY
COVERAGES'- _, ;:,SIR 'May Ap ly
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.
co
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MIN1/DD/YY)
POLICY EXPIRATION
DATE(MIS1/DD/YY)
LINIITS
A
GENERAL LIABILITY
GLO8376632-08
01/01/04
01/01/05
GENERALAGGREGATE
$1,000,000
GENERAL LIABILITY
commercial General Liability
PRODUCTS - COMP/OP AGG
S1,000,000
6COMMERCIAL
CLAIMS MADE -I
FV OCCUR
I A I
PERSONAL & ADV INJURY
51,000,000
EACH OCCURRENCE
$1,000,000
OWNER'S & CONTRACTOR'S PROT
FIRE DAMAGE(Anv one fire)
$100,000
MEO EXP (Anv one person)
$10,000
A
AUTOMOBILE LIABILITY
x ANY AUTO
BAP837663108
BUSINESS AUTO COVERAGE
01/01/04
01/01/05
COMBINED SINGLE LIMIT
$2,000,000
BODILY INJURY
ALL OWNED AUTOS
SCHEDULED AUTOS
( Per person)
7 HIRED AUTOS
BODILY INJURY
NON-OWNED AUTOS
(Per accident)
PROPERTY DAMAGE
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
ANY AUTO
OTHER THAN AUTO ONLY:
EACH ACCIDENT
AGGREGAT
EXCESS LIABILITY
EACH OCCURRENCE
UMBRELLA FORM
AGGREGATE
OTHER THAN UMBRELLA FORM
A
WORKER'S COMPENSATION AND
WC837663309
01/01/04
01/01/05
x I Two cR Ys TL,7.T, Tu7—T,—,T,-T,,.c
EMPLOYERS' LIABILITY
WORKERS COMPENSATION
EL EACH ACCIDENT
51,UUU,OU0
THE PROPRIETOR/ 1771 INCL
PARTNERSiEXECUTIVE
EL DISEASE-POLICY LIMIT
$1,000,000
OFFICERS ARE: EXCL
EL DISEASE-EA EMPLOYEE
$1,000,000.
QK0401367
ARCHITECTS & ENGINEERS E&O
01/01/04
01/01/05
Each claim /Aggregate $1,000,000-
Archit&Eng Prof
R e:ESCRIPTI(fl eSS OF OPEIONSILOCATIONS(VE�UCLES/SPECIA�ITEMS
Pro ional RAT Engineering Services or Wellfield Reliability Improvements and Expansion Program, Contract
#04 -3593. Certificate Holder is included as Additional Insured with respect to General and Auto Liability. This
i
coverage s primary and non-contributory. Waiver of Subrogation applies for Workers Compensation only.
CERTIFICATEHOLDER: '77,_.0A'NCELLATIOW-
7 7777777
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE
Collier county, Florida
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVORTO MAIL
Attn: Mr. Karl W. Boyer, P.E.
3301 Tamiami Trail East, Bldg. H
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
Naples FIL 34112 USA
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES
AUTHORIZED REPRESENTATIVE
ACORD 25-5 (1/95) w
ACORD" CORPORATION 1988 1
4L
L9