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Backup Documents 07/08/2014 Item #16A22 (Johnson Engineering)
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 A 2 2 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGN _. Routed by Purchasit g`Department to Office Initials Date the Following Addressee(s)(In routing order) 1. Risk Management Risk Ii(f(tc.( 2. County Attorney Office County Attorney Office I 3. BCC Office Board of County \` /`� / Commissioners � --��tk 4. Minutes and Records Clerk of Court's Office 711 ( 5. Return to Purchasing Department Purchasing Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana DeLeon for Evelyn Colon Phone Number 252-8375 Purchasing Staff July 8,2014 Contact and Date Agenda Date Item was July 8,2014✓ Agenda Item Number 16.A.22 V Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 14-6190 Johnson number if document is NumberNendor Name Engineering to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed (_ ,��p, by the Office of the County Attorney. /""" 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for Chairman's signature. 16A22 MEMORANDUM Date: July 15, 2014 To: Diana DeLeon, Contract Technician Purchasing Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #14-6190 "Golden Gate City Stormwater Drainage Improvement Project Engineering Design" Contractor: Johnson Engineering Attached is an original copy of the contract referenced above (Item #16A22) approved by the Board of County Commissioners Tuesday, July 8, 2014. The second original contract will be held in the Minutes and Records Department for the Board's official record. If you have any questions, please contact me at 252-7240. Thank you. Attachment 16A22 Contract# 14-6190 "Golden Gate City Stormwater Drainage Improvement Project Engineering Design" PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 2434 day of JA ty , 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 Johnson Engineering, Inc., authorized to do business in the State of Florida, whose business address is 2122 Johnson Street, Fort Myers, FL 33901 (hereinafter referred to as the "CONSULTANT"). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Engineering Consulting services of the CONSULTANT concerning Golden Gate City Stormwater Drainage Improvement Project for the Northeast Quadrant (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: 16A22 ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting services for the Northeast Quadrant in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Jared Brown, P.E., 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 2 0 16A22 whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, 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 3 1 6 A 2 2 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 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 4 .4 16A22 RTK(Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services. 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 Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 5 `' 16A22 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 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. 6 54" 16A22 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 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 The period of service shall be from the date of Board approval of this Agreement through fifteen (15) years from that date, or until such time as all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed. 4.2 Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon issuance of a Purchase Order from OWNER for all or any 16A22 designated portion of the Project and shall be performed and completed in accordance with the Schedule defined in each Purchase Order. Time is of the essence with respect to the performance of this Agreement and any Purchase Order issued hereunder. 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 specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.4. 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 provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.5 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. 8 �`l 16A22 4.6 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. 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. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 16A22 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 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. 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. (174(5- 10 16A22 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 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. 11 �a� 1 6 A 2 2 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. 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. Additional subconsultants and subcontractors may be added as needed for the project requirements in accordance with Schedule B. 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 12 �7 16A22 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. 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, or any Purchase Order issued under this Agreement 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 Purchase Orders, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the- 13 16A22 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, or any Purchase Order issued hereunder, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. 14 ���� 16A22 12.5. The OWNER shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 15 (o 16A22 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 required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 16A22 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: Johnson Engineering, Inc. 2122 Johnson Street Fort Myers, Florida 33901 Telephone: 239-434-0333 Fax: 239-434-9320 Attn: Jared Brown, P.E. Email: jbrown(c�johnsoneng.com 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 16A22 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 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: 18 �? 16A22 Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS RFP # 14-6190 Golden Gate City Stormwater Drainage Improvement Project Engineering Design Terms and Conditions 17.10 In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal and/or the Contractor's Proposal, the Contract Documents shall take precedence. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent 19 16A22 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." 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 20 16A22 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. ********** 21 16A22 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Engineering Consulting Services for Golden Gate City Stormwater Drainage Improvement Project Engineering Design the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk 8 Date: : Attest as to Chai ' •n's Tom Henning, Ch.• • an signature only.. •pr•ved as t• Farm and Legality: l„ I 9tf .Assistai: 9+County Attorney r-try Name Johnson Engineering, Inc. eitarryazi„..) By: L1-4 issal Witness �� /� ' �.I�-vvnt' -✓ l, r/ha 4t /` - h. N N c 4 e U I p Rca►v�-v7- Name and Title Name and Title . OS'. Wit l ss ILl M �4Rt.1 oc� H Y7D-zzoCiEoL G.L s T_ Name and Title 22 (6 16A22 SCHEDULE A SCOPE OF SERVICES "Golden Gate City Stormwater Drainage Improvement Project" Northeast Quadrant The Consultant shall perform comprehensive engineering designs of the County-owned stormwater system within the specified quadrant boundaries to establish the basis of design for system renovations. Upon completion of the comprehensive engineering designs, the Consultant will perform selective equivalent capacity analyses and construction-related support services upon the request of the County. A selection of four (4) professional engineering firms has been made in order to conduct the referenced professional services for four (4) specific quadrant boundaries (one firm for each quadrant), namely, the following: 1) Northwest Golden Gate City; 2) Northeast Golden Gate City; 3) Southwest Golden Gate City; and 4) Southeast Golden Gate City. Each selected firm has been assigned a quadrant according to size and scope complexity. Initially this program will focus on the improvements design and then the construction phases. Detailed Scope of Work The County has entered into contracts with firms to design and implement the Work Program for the four (4) initial distinct quadrants. Each subsystem within the individual quadrant shall include three (3) general phases of work (as described below), and the contracts will not be completed until the County has accepted final construction completion on each geographical area (quadrant). The work will likely include engineering design of the stormwater system and also may include surveying, lighting, sidewalks, and roadway improvements. It is expected that the selected firms will work cooperatively with the other firms to provide best value services to the Growth Management Division and will share "lessons learned" for the benefit of the County's taxpayers. NO MINIMUM OR MAXIMUM: The services required by this contract shall include but not be limited to the items/services described in the Scope of Services. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this contract. Phase 1: Stormwater Replacement System Design The Consultant shall design the rehabilitation program, assist with bid process and recommend a Construction Contractor to execute the program within the quadrant; and • Prepare bid/quote documents for stormwater subsystem renovations; and • Observe and provide oversight. The following Phases are included as part of the scope of work. Phase 1.1 -- Design Phase a. On the basis of the accepted Master Plan layout, Consultant will prepare preliminary and final drawings and specifications which provide the general scope, extent and character of the work to be furnished and performed by the Contractor. Consultant will prepare and submit drawings and specifications at the 60 and 100 percent complete stages for review and approval. An engineer's opinion of probable construction cost will accompany each submittal. A-1 _/�� i 16A22 Technical specifications will be based on the Florida Department of Transportation Construction Standards in MS Word format. In addition to technical specifications, the selected Consultant will coordinate with County to develop necessary General Conditions, Supplemental Conditions, and Special Provisions Specifications that will be developed specifically for the project being constructed. Standard Collier County Specifications may be used for reference but the selected Consultant shall not rely on them as a replacement for sound engineering judgment and responsibility. Documents shall include drawings and project specifications ready for bidding, consistent with Collier County standards, including the following: 1) Cover sheet, index and key map 2) Civil Site Plan 3) Civil Details b. Furnish copies of Contract Documents that include engineering drawings and specifications. Present and review them in person with the County at the 60 percent completion stage in the project and make appropriate changes. Phase 1.2 -- Bidding and Award Phase (IF APPLICABLE) With the exception of the following, bid/quote services will be performed by the Collier County Purchasing Department. Consultant will assist the County with the following: a. Assist in preparing addenda, as required, to interpret, clarify, or expand the Bidding Documents. b. Consult with and advise the County as to the acceptability of the contractor and subcontractors, suppliers and other persons and organizations proposed by the Prime Contractor for those portions of the work as to which such acceptability is required by the Bidding Documents. c. Consult with the County concerning and determine the acceptability of substitute material and equipment proposed by the Contractor when substitution prior to the award of contracts is allowed by the Bidding Documents. d. Conduct a pre-bid/quote conference. e. Attend the bid opening, review bids, qualifications. f. Provide a recommendation of award. Phase 2: Equivalent Capacity Analysis Phase 2.1 --Verification of Equivalent Capacity In areas where existing easements do not provide adequate space between and adjacent to existing homes, the County may elect to facilitate rehabilitation of the stormwater piping system using an on-call contractor. This on-call contractor is able to clean, TV, and analyze the existing piping to determine its condition and whether it should be lined or repaired. This contractor is required to provide calculations that support the equivalent capacity of the piping. At that time, the County will require verification that the pipe to be lined meets the equivalent capacity of the existing pipe. This verification and analysis will be performed by the selected Consultant for that quadrant of the project. A-2 Phase 3 — Post Design Services 16A22 The Consultant shall be selectively involved in the construction process and shall interface with the County Construction Inspector and Project Manager. Phase 3.1 — Construction Observation and Documentation The Consultant (or activity observer) will provide the services outlined below. Phase 3.2—Construction Progress Meetings The Consultant will attend on as-needed basis at the discretion of the County. Phase 3.3— Substantial Completion Inspections The Consultant will conduct substantial completion inspections when requested by the Construction Contractor, and the Consultant recommends that the work is sufficiently complete to warrant a substantial completion inspection. During the substantial completion inspection, the County's Construction Inspector will prepare a punch list of items requiring completion or correction to the satisfaction of the selected Consultant and the Project Manager. The County's Construction Inspector will be responsible for maintaining the punch list and issuing updates to the punch list on a weekly basis. The County's Construction Inspector will coordinate and participate in the final walk-through to ensure that the punch list items are completed to the satisfaction of the selected Consultant and the Project Manager. Phase 3.4— Final Completion Inspection Upon the request of the Construction Contractor and concurrence of the Consultant and the Project Manager, the County Construction Inspector will conduct final inspections of portions of the project as they are finished to determine if construction has been completed in accordance with the Contract Documents and the Construction Contractor has fulfilled all obligations therein. Based on the results of the final inspection, the Consultant, Project Manager, and the County Construction Inspector will judge the work complete or not complete. If the work is judged complete, the County Construction Inspector will issue a "notice of final acceptance and recommendation for final payment". If the work is judged not complete, the County Construction Inspector will issue written instructions to the Construction Contractor identifying the work judged not complete. Upon provision of evidence or assurance by the Construction Contractor that the deficiencies noted above have been corrected or completed, a second final inspection will be scheduled to verify that the outstanding issues have been resolved and the County Construction Inspector can issue a "notice of final acceptance and recommendation for final payment". All services related to the Final Completion Inspection shall be provided to the Project Manager of the Project. Phase 3.5— Final Construction Certification Upon issuance of a "notice of final acceptance and recommendation for final payment" the County Construction Inspector will request a signed and sealed certification by a licensed professional in responsible charge of the work, stating that the "Project has been completed by the Construction Contractor in accordance with the Plans and Specifications of the Contract Documents as amended by the Engineer of Record." All services related to the Final Construction Certification shall be provided to the Project Manager of the Project. A-3 16A22 Phase 3.6— Construction and Project Oversight 3.6.1. General Management and Oversight — The Consultant will provide support services customarily related to the construction of similar projects including, but not limited to: a. Participate in a pre-construction meeting with the Project Manager, selected Consultant, and the General Contractor. b. Participate in other meetings as described or implied herein on an as-needed basis. 3.6.2. Coordination of Shop Drawings, Contract Interpretations and Clarifications — The County Construction Inspector will coordinate with the selected Consultant regarding the issuance of interpretations and clarifications of Contract Documents during construction. The selected Consultant shall be responsible for technical review and decisions regarding interpretation and clarification of Contract Documents. The County Construction Inspector shall coordinate the selected Consultant's decisions and responses with the Construction Contractor. 3.6.3. As Constructed Field Drawings —The Construction Contractor shall maintain red pencil "mark-up" notations and sketches on full size construction plans that reflect the actual details of constructed facilities. These Constructed Field Drawings will be used by the County Construction Inspector to validate the "As Built" documentation provided by the Construction Contractor. The selected Consultant will review and approve the final "As-built" documents. Phase 3.7—Additional Services 3.7.1. Additional Services (only as authorized in writing) — In accordance with the contract and/or Purchase Order, in the event that other services may arise during the course of the work, but were not envisioned as part of the original or amended scope of work, the Consultant shall submit a proposal to perform Additional Services prior to the performance of the work. The proposal shall include the specific services to be performed, time to complete, compensation, and an explanation as to why the services were not previously envisioned as part of the scope of work. The proposed Additional Services must be approved by the Project Manager in writing in advance of performance of said Additional Services. Failure to notify the Project Manager in writing of Additional Services shall be deemed a waiver of any claim by the selected Consultant that such services were Additional Services. Written authorization from the Project Manager will be required for any charges that exceed an existing Purchase Order amount, and the Purchase Order shall be modified to reflect the increase prior to any Additional Services being performed. Alternatively, a separate Purchase Order may be issued for the Additional Services. ,(1)A-4 16A22 SCHEDULE B BASIS OF COMPENSATION TIME AND MATERIAL OR LUMP SUM 1.1 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Purchase Order issued pursuant to the procedures described herein. Reference to the term "Purchase Order" herein, with respect to authorization of Services, includes all written Purchase Order Modifications or Amendments to any particular Purchase Order. 1.1.1 All Services must be authorized in writing by OWNER in the form of a Purchase Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Purchase Order. Any Services provided by CONSULTANT without a written Purchase Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.1.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. The proposal must include the proper citation of the Phase and associated Service(s) in accordance with Schedule A Scope of Services. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Purchase Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. 1.1.3 Upon issuance of a Purchase Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Purchase Order. 1.1.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.1.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Purchase Order, or to obligate OWNER in any manner or way. 1.1.6 Purchase Order modifications: In the event that the need for changes to the Services under a Purchase Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required, and for any changes that exceed an existing Purchase Order amount, the Purchase Order shall be modified to reflect the increase prior to any related Services being performed. Alternatively, a separate Purchase Order may be issued for the changes to the Services. 1.1.7 All duly executed Purchase Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. B-1 ( 16A22 2. COMPENSATION TO CONSULTANT: 2.1 For the Basic Services provided for in this Agreement, OWNER agrees to make payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses or as a Lump Sum per Task. 2.2 Time and Material: 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 Ito this Schedule 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. 2.4 Lump Sum: As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice a progress report reflecting the Purchase Order task status, in terms of the total work effort estimated to be required for the completion of the Basic Services authorized under the Purchase Order 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. 2.5 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses or a Lump Sum 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 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. 2.6 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 each Purchase Order issued 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. 2.7 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: 3.1. CONSULTANT shall submit, with each of the monthly status reports and other documentation provided for under Section 2.3 and 2.4 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 both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted 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. 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 U B-2 0 16A22 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. 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. 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 applicable Purchase Order by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. 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. 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 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. 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: 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. 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. 3.5.1.3. Permit Fees required by the Project. 3.5.1.4. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 3.5.1.5. Expense of models for the County's use. 3.4.1.6. Other items on request and approved in writing by the OWNER. B-3 . 16A22 SCHEDULE B Attachment I Contract#14-6190 Golden Gate City Stormwater Drainage Improvement Project Engineering Design — Northeast Quadrant Title Standard Hourly Rate Principal $ 206.00 Senior Project Manager $ 172.00 Project Manager $ 147.00 Senior Engineer $ 157.00 Engineer $ 123.00 Senior Inspector $ 96.00 Inspector $ 76.00 Senior Planner $ 139.00 Planner $ 110.00 Senior Designer $ 114.00 Designer $ 94.00 Environmental Specialist $ 109.00 Senior Environmental Specialist $ 134.00 Scientist/Geologist $ 93.00 Senior Scientist/Geologist $ 118.00 Marine Biologist/Hydrogeologist $ 110.00 Senior Marine Biologist/Hydrogeologist $ 138.00 Senior GIS Specialist $ 139.00 GIS Specialist $ 102.00 Clerical/Administrative $ 62.00 Senior Technician $ 85.00 Technician $ 72.00 Surveyor and Mapper $ 120.00 CADD Technician $ 81.00 Survey Crew- 2 man $ 130.00 Survey Crew - 3 man $ 161.00 Survey Crew -4 man $ 189.00 Senior Architect $ 154.00 Architect $ 121.00 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 the firm as needed for the Project. END OF SCHEDULE B J B-4 16A22 SCHEDULE C PROJECT SCHEDULE Each Purchase Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Purchase Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Purchase Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Purchase Order. Purchase Orders will remain open until Services are completed or unless otherwise terminated by the County Project Manager or his designee. c-1 16A22 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 16A22 the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Project. (6) The acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the D-2 1.6A22 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 16A22 (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 $1,000,000 Fire Damage $ 50,000 D-4 ` ) 16A22 (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 16A22 (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: $ 500,000 each claim and in the aggregate _X_ $1,000,000 each claim and in the aggregate $2,000,000 each claim and in the aggregate D-6 16A22 $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 16 A 22 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 C 16A22 W CERTIFICATE OF LIABILITY INSURANCE 5/7/2014 THIS,acoRC� THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Linda Johnson Lykes Insurance, Inc. P.O. Box 60043 PHONE (NC. .E>dt:239-931-3027 (ac,No1:239-931-5604 Fort Myers FL 33906-6043 ADDRESS:Ijohnson @lykesinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A Transportation Insurance 20494 INSURED JOHNS05 INSURER B:Valley Forge Insurance Co. 20508 Johnson Engineering, Inc. INSURER C:National Fire Ins of Hartford 20478 2122 Johnson St. INSURER D: Fort Myers FL 33901 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:216834816 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 ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSR VD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) B GENERAL LIABILITY Y 4034928365 9/15/2013 9/15/2014 EACH OCCURRENCE $1,000,000 X DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 7 POLICY X JERI X LOC $ C AUTOMOBILE LIABILITY 5084100207 9/15/2013 9/15/2014 COMBINED SINGLE LIMI f (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ A X UMBRELLA LIAB X OCCUR C4034928401 9/15/2013 9/15/2014 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$0 $ A WORKERS COMPENSATION 4034939852 9/15/2013 9/15/2014 X `/`/O STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE: Contract#14-6190"Golden Gate City Stormwater Drainage Improvement Project Engineering Design-Northeast Quadrant". Collier County Board of County Commissioners is listed as Additional Insured with respect to General Liability per endorsement G140331 D. 30 days notice of cancellation applies except 10 days for nonpayment. 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. 3327 Tamiami Trail East Naples FL 34112-4901 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 16A2 .2 G-140331-D CNA (Ed. 01/13) BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows: SCHEDULE (OPTIONAL) Name of Additional Insured Persons Or Organizations (As required by"written contract" per Paragraph A. below.) Locations of Covered Operations (As per the"written contract,"provided the location is within the"coverage territory"of this Coverage Part.) A. Section II -Who Is An Insured is amended to include as an additional insured: 1. Any person or organization whom you are required by"written contract" to add as an additional insured on this Coverage Part; and 2. The particular person or organization, if any,scheduled above. B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for "bodily injury," "property damage,"or"personal and advertising injury"caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the"written contract"; or b. "Your work" that is specified in the "written contract" but only for "bodily injury" or "property damage" included in the"products-completed operations hazard,"and only if: (1) The"written contract" requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. If the "written contract"specifically requires you to provide additional insurance coverage via the 10/01 edition of CG2010 (aka CG 20 10 10 01), or via the 10/01 edition of CG2037 (aka CG 20 37 10 01), or via the 11/85 edition of CG2010(aka CG 20 10 11 85), then in paragraph B.1. above, the words'caused in whole or in part by' are replaced by the words 'arising out of'. 3. We will not provide the additional insured any broader coverage or any higher limit of insurance than: a. The maximum permitted by law; b. That required by the"written contract"; c. That described in B.1. above; or d. That afforded to you under this policy, whichever is less. 4. Notwithstanding anything to the contrary in Condition 4. Other Insurance (Section IV), this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or G-140331-D (Ed. 01/13) Page 1 of 2 Copyright,CNA All Rights Reserved. 16A22 G-140331-D cA (Ed. 01/13) any other basis. But if required by the "written contract" to be primary and non-contributory, this insurance will be primary and non-contributory relative to insurance on which the additional insured is a Named Insured. 5. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury'arising out of: a. The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; or b. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. C. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: (1) Give us written notice of an "occurrence" or an offense which may result in a claim or "suit" under this insurance, and of any claim or"suit"that does result; (2) Except as provided in Paragraph B.4. of this endorsement, agree to make available any other insurance the additional insured has for a loss we cover under this Coverage Part; (3) Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or"suit"; and (4) Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this Coverage Part. But if the"written contract" requires this insurance to be primary and non-contributory, this provision (4) does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or"suit." D. Only for the purpose of the insurance provided by this endorsement, SECTION V— DEFINITIONS is amended to add the following definition: 'Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to: a. The"bodily injury"or"property damage";or b. The offense that caused the"personal and advertising injury," for which the additional insured seeks coverage under this Coverage Part. All other terms and conditions of the Policy remain unchanged. Material used with permission of ISO Properties, Inc. G-140331-D (Ed. 01/13) Page 2 of 2 Copyright,CNA All Rights Reserved. 16A22 JOHNS-1 OP ID: KM ACORE' DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 05/07/2014 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). PRODUCER CONTACT Jackson,Collinsworth& NAME: Johnson Insurance Agency,LLC. wee,, o.Ex321-445-1860 j 16A22 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Johnson Engineering, 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 14-6190 "Golden Gate City Stormwater Drainage Improvement Project Engineering Design Northeast Quadrant" are accurate, complete and current as of the time of contracting. Johnson Engineering, Inc. BY: C/1/1/-4 TITLE: 1212.51'� DATE: !A r H G,/ 7.o 14— E-1 1 6 422 SCHEDULE F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Additional subconsultants and subcontractors may be added to Purchase Orders issued under this Agreement as needed for the project requirements in accordance with Schedule B. Title Personnel Category Jared Brown, P.E., LEED AP Project Manager Andrew Tilton, P.E. Principal Barry Syren, P.S.M. Surveyor and Mapper Josh Hildebrand, P.E., PTOE Engineer Ricardo Acosta, P.E. Engineer Michael Dickey, P.E. Principal Nick Yuvan Designer Laura Herrero Senior Environmental Specialist Roy Godshall Senior Inspector Mike Lohr, P.S.M. Senior GIS Specialist Subconsultants: Ralph Verrastro, P.E. Senior Engineer/Bridging Solutions Matt Nolton, P.E. Forge Engineering F-1 1:.6A2 2 JOHNS-1 OP ID: KM `°R°' CERTIFICATE OF LIABILITY INSURANCE DATE 05/07/2014Y) 05/07/2014 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). PRODUCER CONTACT Jackson,Collinsworth& NAME: Johnson Insurance Agency,LLC. (A/CNN,Ext):321-445-1860 FAA,No): 321-445-1076 2208 Hillcrest Street E-MAIL Orlando,FL 32803 ADDRESS:certs@jcj-insurance.com jcj-insurance.com Mark E.Jackson INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Ironshore Specialty Ins.Co. 25445 INSURED Johnson Engineering,Inc INSURERB: 2122 Johnson St. Fort Myers,FL 33901 INSURER C: INSURER D: INSURER E: 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. ILTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS , (MMIDDIYYYY) (MMIDD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY PR I O REN fLD PREMISES(Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ _ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO- LOC $ JFCT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Peracddent) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ _ AUTOS JPER ACCIDENT) UMBRELLA LIAB _ OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional 001783100 09/15/2013 09/15/2014 Per Claim 2,000,000 Liability Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Contract # 14-6190 "Golden Gate City Stormwater Drainage Improvement Project Engineering Design - Northeast Quadrant". 30 Day Notice of Cancellation, except for 10 days for non-payment. CERTIFICATE HOLDER CANCELLATION COLL332 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Evelyn Colon, Procurement THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Strategist,Collier County Purchasing AUTHORIZED REPRESENTATIVE 3327 s,FL 3 i Trail East edit" ��� `- Naples,FL 34112 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 16A22 DATE A °RO® CERTIFICATE OF LIABILITY INSURANCE 5/7/2014/DDnvvv) 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: Linda Johnson Lykes Insurance, Inc. (A/CC."N.ExtI:239-931-3027 FAX,No):239-931-5604 P.O. Box 60043 E-MAIL Fort Myers FL 33906-6043 ADDRESS:Ijohnson( lykesinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Transportation Insurance 20494 INSURED JOHNS05 INSURER B:Valley Forge Insurance Co. 20508 Johnson Engineering, Inc. INSURER C:National Fire Ins of Hartford 20478 2122 Johnson St. INSURER D Fort Myers FL 33901 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:216834816 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 ADDL INSR SUER WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS {MM/DDIYYYY) (M MIDD/YYYY) B GENERAL LIABILITY Y 4034928365 9/15/2013 2/15/2014 EACH OCCURRENCE $1,000,000 X COMMERCAL GENERAL LIABILITY PRMMGE TO RENTED PREMISES(Ea occurrence) $100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE _ $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 7 POLICY X JECT X LOC $ C AUTOMOBILE LIABILITY 5084100207 9/15/2013 9/15/2014 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ - AUTOS (Per accident) A X UMBRELLA LIAB X OCCUR C4034928401 9/15/2013 3/15/2014 EACH OCCURRENCE _ $5,000,000 _ EXCESS LIAB CLAIMS-MADE AGGREGATE _ $5,000,000 _ DED X RETENTION$0 $ A WORKERS COMPENSATION 4034939852 9/15/2013 3/15/2014 X TORY TATU- 0TH- AND EMPLOYERS'LIABILITY Y/N ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE:Contract#14-6190"Golden Gate City Stormwater Drainage Improvement Project Engineering Design-Northeast Quadrant". Collier County Board of County Commissioners is listed as Additional Insured with respect to General Liability per endorsement G140331 D. 30 days notice of cancellation applies except 10 days for nonpayment. 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. 3327 Tamiami Trail East Naples FL 34112-4901 AUTHORIZED REPRESENTATIVE ./21/11e' bt)..4 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD • 16A22 CNA (Ed. 01/ (Ed. 01/13)) BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows: SCHEDULE (OPTIONAL) Name of Additional Insured Persons Or Organizations (As required by"written contract" per Paragraph A. below.) Locations of Covered Operations (As per the"written contract,"provided the location is within the"coverage territory"of this Coverage Part.) A. Section II -Who Is An Insured is amended to include as an additional insured: 1. Any person or organization whom you are required by"written contract" to add as an additional insured on this Coverage Part; and 2. The particular person or organization, if any,scheduled above. B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for "bodily injury," "property damage,"or"personal and advertising injury"caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the"written contract"; or b. "Your work" that is specified in the "written contract" but only for "bodily injury" or "property damage" included in the"products-completed operations hazard,"and only if: (1) The"written contract"requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. If the "written contract"specifically requires you to provide additional insurance coverage via the 10/01 edition of CG2010 (aka CG 20 10 10 01), or via the 10/01 edition of CG2037 (aka CG 20 37 10 01), or via the 11/85 edition of CG2010(aka CG 20 10 11 85), then in paragraph B.1. above, the words'caused in whole or in part by' are replaced by the words 'arising out of'. 3. We will not provide the additional insured any broader coverage or any higher limit of insurance than: a. The maximum permitted by law; b. That required by the"written contract"; c. That described in B.1. above; or d. That afforded to you under this policy, whichever is less. 4. Notwithstanding anything to the contrary in Condition 4. Other Insurance (Section IV), this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or G-140331-D (Ed. 01/13) Page 1 of 2 Copyright,CNA All Rights Reserved. 16A22 CNA (Ed. 01/ (Ed. 01/13)) any other basis. But if required by the "written contract" to be primary and non-contributory, this insurance will be primary and non-contributory relative to insurance on which the additional insured is a Named Insured. 5. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury"arising out of: a. The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; or b. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. C. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: 1. The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: (1) Give us written notice of an "occurrence" or an offense which may result in a claim or "suit" under this insurance, and of any claim or"suit"that does result; (2) Except as provided in Paragraph B.4. of this endorsement, agree to make available any other insurance the additional insured has for a loss we cover under this Coverage Part; (3) Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or"suit"; and (4) Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this Coverage Part. But if the "written contract"requires this insurance to be primary and non-contributory, this provision (4) does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or"suit." D. Only for the purpose of the insurance provided by this endorsement, SECTION V— DEFINITIONS is amended to add the following definition: "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to: a. The"bodily injury"or"property damage";or b. The offense that caused the"personal and advertising injury," for which the additional insured seeks coverage under this Coverage Part. All other terms and conditions of the Policy remain unchanged. Material used with permission of ISO Properties, Inc. G-140331-D (Ed. 01/13) Page 2 of 2 Copyright,CNA All Rights Reserved.