Agenda 10/25/2016 Item #16A24 16.A.24
10/25/2016
EXECUTIVE SUMMARY
Recommendation to award Contract No. 16-6598,"Fixed Term Landscape Architectural Services"
to the following six firms: Michael A. McGee, Landscape Architect, P.A. d/b/a McGee &
Associates; Goetz + Stropes Landscape Architects, Inc.; Johnson Engineering; Windham Studio,
Inc.; Q. Grady Minor; and Urban Green Studio,PLLC.
OBJECTIVE: To receive Board of County Commissioners (Board) approval for the award of
professional services contracts to the above firms to provide professional Landscape Architectural
Services.
CONSIDERATIONS: The Request for Proposal (RFP) was issued in accordance with Florida Statutes,
Section 287.055, and the Consultants' Competitive Negotiation Act. The RFP was issued on May 10,
2016, to solicit proposals for Professional Landscape Architectural Services. Notices were sent to seven
hundred one (701) firms, forty(40)packages were requested and seven (7) firms submitted proposals by
the due date of June 6, 2016. A selection committee meeting was held on July 20, 2016. Following
review, scoring, and discussion of submitted proposals the selection committee ranked the seven(7) firms
and recommend negotiating contracts with the top six. On September 13, 2016, Agenda Item 16A47, the
Board approved the ranking. Services to be provided shall include, but not be limited to the following:
site master planning, selection and design of annual planting area, design,maintenance and refurbishment
of existing landscape and irrigation for MSTU and MSTD projects, or other County landscape projects.
These contracts have been utilized countywide, and historically the County has spent approximately
$150,000 annually;staff anticipates the total annual expenditure to increase to approximately$350,000.
The ranking is as follows:
1. Michael A. McGee,Landscape Architect,P.A. d/b/a McGee&Associates
2. Goetz+ Stropes Landscape Architects, Inc.
3. Johnson Engineering
4. Windham Studio,Inc.
5. Q. Grady Minor
6. Urban Green Studio,PLLC
Contract negotiations have been successfully completed by staff with the six (6) firms. All six (6) firms
have agreed to a standardized fee schedule for their services. Assignments shall be implemented with
work orders subject to a maximum of $200,000 per work order and with a maximum initial contract
amount of$750,000.Work order assignments in excess of$200,000 shall be approved by the Board.
FISCAL IMPACT: Estimated countywide annual spending under the proposed contracts is anticipated
to be $350,000. Funding for individual work orders issued under the contracts will be provided from
various Division budgets established for relevant purposes.
GROWTH MANAGEMENT IMPACT: While these contracts have no direct growth management
impact,they are consistent with the County's long-term growth plans.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires
majority vote for approval. -CMG
RECOMMENDATION: To award Fixed Term Landscape Architectural contract agreements to the six
(6) firms: Michael A. McGee, Landscape Architect, P.A. d/b/a McGee & Associates; Goetz + Stropes
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16.A.24
10/25/2016
Landscape Architects, Inc.; Johnson Engineering; Windham Studio, Inc.; Q. Grady Minor; and Urban
Green Studio, PLLC., and authorize the Chairman to sign the standard, County Attorney approved
agreements.
Prepared by: Pamela Lulich, PLA, CPM, Landscape Operations Manager, Road Maintenance Division,
Growth Management Department
ATTACHMENT(S)
1. 16-6598_FinalRanking 7 20 16 (PDF)
2. 16-6598_LandscapeArchitects 5 10 16 (PDF)
3.Agreement-Michael A. McGee(PDF)
4.Agreement-Goetz+Stropes Landscape (PDF)
5.Agreement-Johnson Engineering (PDF)
6.Agreement-Windham Studio (PDF)
7.Agreement-Q. Grady Minor (PDF)
8.Agreement-Urban Green Studio (PDF)
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1 6.A.24
10/25/2016
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.A.24
Item Summary: Recommendation to award Contract No. 16-6598, "Fixed Term Landscape
Architectural Services" to the following six firms: Michael A. McGee, Landscape Architect, P.A. d/b/a
McGee & Associates; Goetz + Stropes Landscape Architects, Inc.; Johnson Engineering; Windham
Studio,Inc.; Q. Grady Minor; and Urban Green Studio,PLLC.
Meeting Date: 10/25/2016
Prepared by:
Title: Manager-Landscape Operations—Growth Management Department
Name: Pamela Lulich
09/29/2016 12:34 PM
Submitted by:
Title: Department Head-Growth Management Dept—Growth Management Department
Name: David Wilkison
09/29/2016 12:34 PM
Approved By:
Review:
Procurement Services Lissett DeLaRosa Level 1 Purchasing Gatekeeper Completed 09/30/2016 8:19 AM
Capital Project Planning,Impact Fees,and Program Management Gloria Herrera Level 1 Sim.Reviewer 1-8Completed
Road Maintenance Travis Gossard Level 1 Sim.Reviewer 1-8 Completed 10/03/2016 4:12 PM
Growth Management Department Gene Shue Level 1 Sim.Reviewer 1-8 Completed 10/04/2016 10:18 AM
Growth Management Department Diane Lynch Level 1 Division Reviewer Completed 10/04/2016 3:38 PM
County Attorney's Office Colleen Greene Level 2 Attorney Review Completed 10/04/2016 3:44 PM
Procurement Services Sandra Herrera Level 1 Purchasing Reviewer 1-4 Completed 10/04/2016 5:04 PM
Procurement Services Allison Kearns Level 1 Purchasing Reviewer 1-4 Completed 10/05/2016 12:53 PM
Growth Management Department Jeanne Marcella Level 2 Division Administrator Completed 10/06/2016 10:27 AM
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 10/06/2016 10:49 AM
County Attorney's Office Jeffrey A.Klatzkow Level 3 County Attorney's Office Review Completed 10/07/2016 1:28 PM
Budget and Management Office Ed Finn Additional Reviewer Completed 10/11/2016 12:09 PM
County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 10/16/2016 3:18 PM
Board of County Commissioners MaryJo Brock Meeting Pending 10/25/2016 9:00 AM
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I6.A.24.b
REQUEST FOR PROPOSALS
In accordance with Florida Statute 287.055, Consultants' Competitive Negotiation Act. 0.
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BOARD OF COUNTY COMMISSIONERS
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CCNA Solicitation e.
RFP 16-6598 3
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Fixed Term Landscape Architectural Services
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Brenda Brilhart, Procurement Strategist ct
(239) 252-8446 (Telephone)
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brendabrilhart@colliergov.net(Email) Q
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This proposal solicitation document is prepared in a Microsoft Word format. Any alterations to this 2
document made by the Consultant may be grounds for rejection of proposal, cancellation of any m
subsequent award, or any other legal remedies available to the Collier County Government. a
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CCNA(Revision 01202016)
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16.A.24.b
Table of Contents
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LEGAL NOTICE 3
EXHIBIT I: SCOPE OF WORK, SPECIFICATIONS AND RESPONSE FORMAT 4
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EXHIBIT II: GENERAL RFP INSTRUCTIONS 10
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EXHIBIT III: COLLIER COUNTY PURCHASE ORDER TERMS AND CONDITIONS 14 °;
EXHIBIT IV: ADDITIONAL TERMS AND CONDITIONS FOR RFP 17
ATTACHMENT 1: CONSULTANT'S NON-RESPONSE STATEMENT 25 u,
ATTACHMENT 2: CONSULTANT CHECK LIST 26
ATTACHMENT 3: CONFLICT OF INTEREST AFFIDAVIT 27
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ATTACHMENT 4: CONSULTANT DECLARATION STATEMENT 28
ATTACHMENT 5: IMMIGRATION AFFIDAVIT CERTIFICATION 30
ATTACHMENT 6: CONSULTANT SUBSTITUTE W—9 31
ATTACHMENT 7: INSURANCE AND BONDING REQUIREMENTS 32a
ATTACHMENT 8: REFERENCE QUESTIONNAIRE 34
ATTACHMENT 9: DEBARMENT/SUSPENSION 35
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RFP16-6598 Landscape Architects
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16.A.24.b
Col Lier County
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Administrative Services Department
Procurement Services Division
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Legal Notice
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Pursuant to approval by the County Manager, Sealed Proposals to provide Landscape F
Architectural services will be received until 3:00 PM, Naples local time, on June 2, 2016 at -0
the Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL
34112. i
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CCNA Solicitation
RFP 16-6598
Fixed Term Landscape Architectural Services
Services to be provided may include, but not be limited to the following: site master planning,
selection and design of annual planting areas, design, maintenance and refurbishment of
existing landscape and irrigation projects, or other County miscellaneous landscape projects. 0
A pre-proposal conference is not applicable for this solicitation. All statements should be made
upon the official proposal form which must be obtained only on the Collier County Purchasing
Department Online Bidding System website: www.colliergov.net/bid. 0
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Collier County does not discriminate based on age, race, color, sex, religion, national origin, t
disability or marital status.
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA,
BY: /S/ Joanne Markiewicz
Director, Procurement Services Division
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This Public Notice was posted on the Collier County Purchasing Department website:
www.coiliergov.net/purchasing and in the Lobby of Purchasing Building "G", Collier County
Government Center on May 10, 2016. C.
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RFP16-6598 Landscape Architects
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16.A.24.b
Exhibit I: Scope of Work, Specifications and Response Format
As requested by the Road Maintenance Division (hereinafter, the "Division or Department"), the ca
Collier County Board of County Commissioners Procurement Services Division (hereinafter, a
"County") has issued this Request for Proposal (hereinafter, "RFP") with the intent of obtaining J
proposals from interested and qualified Consultants in accordance with the terms, conditions E
and specifications stated or attached. The Consultant, at a minimum, must achieve the
requirements of the Specifications or Scope of Work stated. 1--
The results of this solicitation may be used by other County departments once awarded it
according to the Board of County Commissioners Purchasing Policy. co-
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Background t°
Services to be provided shall include, but not be limited to the following: site master planning,
selection and design of annual planting areas, design, maintenance and refurbishment of t
existing landscape and irrigation for M.S.T.U. and M.S.T.D. projects, or other County landscape
projects. These services as well as other miscellaneous professional landscape architectural
services will be implemented with Work Orders on an as needed basis. Historically, the annual
spend has been approximately $150,000; average individual Work Order is less than
$10,000.00. The County's intent is to award to no more than-six(6)firms. ccs
General Description of Specifications or Scope of Work
The Contractor, at a minimum, must achieve the requirements of the Specifications or Scope of
Work stated herein. Additionally, Proposers may also propose alternate solutions to achieve the
requirements of the Scope of Work. E
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1. The selected firms will be responsible for knowledge of and compliance with all existing
Collier County Policies, to include but not be limited to: Land Development Code, Collier r.
County Beautification Master Plan, building codes and all environmental regulations for N
local and state requirements.
2. It shall be understood and agreed that any and all services, materials and equipment
shall comply fully with all Local, State and Federal laws and regulations. Contractor `r'
responsibilities include but not limited to, the following services: 413
• Site Master Planning;
• Selection and design of annual planting areas;
• Water wise irrigation and landscaping principles;
• Sustainable maintenance solutions for Urban and Rural Collier County;
• Development and design of annual maintenance programs for existing 0a
and new plants, trees, and shrubs;
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• Design, maintenance reporting, and refurbishment of existing landscaping and -1i
irrigation for M.S.T.U. and M.S.T.D. projects and/or other County projects;
• Arterial and collector roadways median landscaping and irrigation construction o
documents and specifications; (s)
• Irrigation projects and maintenance consultation;
• New construction for M.S.T.U. and M.S.T.D projects; and/or other County projects;
• Decorative street lighting design; c
• CEI roadway projects;
• Provide valuation of existing landscape and irrigation systems;
• Grant applications.
RFP16-6598 Landscape Architects
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16.A.24.b
• Provide reports to County Departments or the MSTU; prepare and present
conceptual design and budgets to the Board of County Commissioners if requested.
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Distribution of Work N
Any order entered into on this fixed term County-wide agreement for professional landscape J
architectural services will be utilized on an as-needed basis. E
Options for selecting a firm are as follows:
• MSTU/MSTD committees may select a firm by informally interviewing, scoring and
ranking interested firms (all awarded firms will be invited to participate). a;
• For all other using departments, if project is less than $50,000, then any awarded firm
may be selected.
• For all using departments, if projects equal to or greater than $50,000, a firm will be
selected by informally interviewing, scoring and ranking the interested firms (all awarded
firms will be invited to participate). ca
Term of Contract
The contract term, if an award(s) is/are made is intended to be for one (1) year with three (1)
one (1) year renewal options. Prices shall remain firm for the initial term of this contract.
Price adjustments are dependent upon the following: budget availability and program °
manager approval. Written request shall be submitted prior to the contract anniversary date
to the Procurement Director.
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Surcharges will not be accepted in conjunction with this contract, and such charges should E
be incorporated into the pricing structure. o
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Projected Solicitation Timetable
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The following projected timetable should be used as a working guide for planning purposes
only. The County reserves the right to adjust this timetable as required during the course of
the RFP process.
Event Date y
Issue Solicitation Notice 5/10/16
Last Date for Receipt of Written Questions 5:00PM 5/26/16
Pre-solicitation meeting N/A
Addendum Issued By 5/29/16 a
Solicitation Deadline Date and Time 3:00 PM 6/2/16
Anticipated Evaluation of Submittals By 6/30/16 -0
Anticipated Completion of Contract Negotiations By 7/30/16 m
Anticipated Board of County Commissioner's Contract Approval By 9/30/2016 ooi
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Response Format
tOThe Consultant understands and agrees to abide by all of the RFP specifications,
provisions, terms and conditions of same, and all ordinances and policies of Collier County.
The Consultant further agrees that if the contract is awarded the work will be performed in c
accordance with the provisions, terms and conditions of the contract.
RFP16-6598 Landscape Architects
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16.A.24.b
To facilitate the fair evaluation and comparison of proposals, all proposals must conform to
the guidelines set forth in this RFP.
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Any portions of the proposal that do not comply with these guidelines must be so noted and
explained in the Acceptance of Conditions section of the proposal. However, any proposal
that contains such variances may be considered non-responsive. J
Proposals should be prepared simply and economically, providing a straightforward concise
description of the Consultant's approach and ability to meet the County's needs, as stated in
the RFP. All proposals should be presented as described in the RFP in PDF or Microsoft
Word format with Tabs clearly marked. If applicable, the utilization of recycled paper for �-
proposal submission is strongly encouraged. 00"
a.)
The items listed below are to be submitted with each proposal and submitted in the order
shown. Each section should be clearly labeled, with pages numbered and separated by 4
tabs. Failure by a Consultant to include all listed items may result in the rejection of its v,
proposal.
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Tab I, Cover Letter/ Management Summary o
Provide a cover letter, signed by an authorized officer of the firm, indicating the underlying
philosophy of the firm in providing the services stated herein. Include the name(s), telephone
number(s) and email(s) of the authorized contact person(s) concerning proposal. Submission o
of a signed Proposal is Vendor's certification that the Vendor will accept any awards as a o
result of this RFP.
Tab II, Specialized Expertise of Team Members (Max 20 Points —Max 5 Pages)
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Rating will be based on the ability of individuals on the proposed project team to perform the
project. Please respond to the nine questions listed below. Brief biographies of key
personnel, (including any subconsultant) and information presented in the section will be
evaluated for ranking the proposer under this item. N
Tab Ill, Corporate Experience and Capacity (Max 40 Points— Max 7 Pages)
Ratings will be based on the firm's experience and performance on similar projects. The `r'
typical rating for a firm with significant experience and satisfactory performance on related
projects is fifteen (20) points. Additional points will be given up to the maximum allotted for a)
this item for substantial experience on the same type of projects and outstanding E
performance on previous projects. Little or no experience on the type of project will receive
fewer points. a.
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Question Yes = 10 Points ooi
No = 0 _ Lo
1 Has your firm provided landscape and irrigation design and services during cb
construction for government or municipal road rights-of-way or median Yes = 10
beautification over the past five (5) years? If so, provide a list projects, No = 0
services provided, and references and their contact information. E
2 Has your firm provided landscape and irrigation design services for private
roadways over the past five (5) years? If so, provide a list projects, Yes = 10
services provided, and references and their contact information. No = 0
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3 Has your firm provided landscape and irrigation design services (other than
beautification projects) for government, City, or Municipal Agencies? If so, Yes = 10
provide a list projects, services provided, and references and their contact No = 0 a
information.
4 Does your firm provide total "in-house" landscape and design services? If N
so, please describe services. Yes = 10
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No = 0 —J
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5 Does your firm have the capability of reviewing existing landscape and
irrigation systems and diagnosing pests and diseases? If not, a Yes= 10 o
subcontractor may be used. Please provide subcontractor information. List No = 0
projects and length of maintenance consulting and relevant references. cs-
6 Does your firm make public presentations to committees, organizations, or o0
groups? Provide a list of five examples. Yes = 10
No = 0 cfl
7 How many landscape and irrigation design projects has your firm been
involved in the past five (5) years? Provide list specifying your firm's Yes = 10
involvement in each project. No = 0 T.
8 Does your firm have experience and/or are you currently working with
volunteer committees? Provide a list of Committees and dates of Yes = 10 -a
involvement, and role for each organization. No = 0
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9 Provide information on landscape architectural services that your firm offers
that would benefit Collier County. Please provide references. Yes = 10
No = 0 Ti"
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TOTAL SCORE
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Vendor Total
Number of Points Awarded N
Vendor Name Projects Maximum 40
Vendor 123 95 40
Vendor 456 92 38.7
Vendor 789 84 35.4 113
Vendor 101 77 32.4 °t
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Tab IV, Ability to Complete Projects on Time/Within Budget (Max 20 Points —Max 3 Pages) y
713Rating will be based on the proposer's approach to schedule control, proposer's current and
projected workload, and available labor resources, approach to controlling past project costs, col
and also, the chart of the costs on previous projects as compared to the estimated costs prior
to bidding. The chart will be considered a measure of the proposer's ability to complete
projects within budget.
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Additional points will be given up to the maximum allotted for this item for proposer's
extraordinary ability to allocate necessary resources, the priority that this project work will
receive, and a superior approach to schedule and cost control. Reference checks on previous
projects may be reviewed, with points added for completing work on time, and points deleted
for failure to complete work on time.
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Provide information that documents your firm's and subcontractors' qualifications to produce
the required deliverables, including abilities, capacity, skill, and financial strength, and
number of years of experience in providing the required services. Also describe the various
team members' successful experience in working with one another on previous projects.
List Current Projects in the Format Identified Below E
Project Original Final Project Number of
Description Start Date End Date Budget Cost Change
Orders
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Tab V, Office Location and Responsiveness —(Maximum 10 Points—Maximum 2 Pages)
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Rating will be based on ease of contract administration and responsiveness both during the o
projects and after the projects are completed. The proposer with all key personnel located in v
Collier County will receive more points. Proposers' principal offices and/or key personnel in
other areas will receive fewer points.
Tab VI, References—Completed and Returned (Maximum Ten (10) Points)
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In order for the vendor to be awarded any points for this tab, the County requests that the
vendor submits five (5) completed reference forms from clients whose projects are of a a
similar nature to this solicitation as a part of their proposal. The County will only use the
methodology calculations for the first five (5) references (only) submitted by the vendor in
their proposal.
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Prior to the Selection Committee reviewing proposals, the following methodology will be
applied to each vendor's information provided in this area:
• The County shall total each of the vendor's five reference questionnaires and create
a ranking from highest number of points to lowest number of points. References o
marked with an N/A (or similar notation will be given the score of zero (0)). Vendors
who do not turn in reference forms will be counted as zero (0).
• The greatest number of points allowed in this criterion will be awarded to the vendor
who has the highest score.
• The next highest vendor's number of points will be divided by the highest vendor's
points which will then be multiplied by criteria points to determine the vendor's points a
awarded. Each subsequent vendor's point score will be calculated in the same
manner. -0
• Points awarded will be extended to the first decimal point(per Microsoft Excel).
For illustrative purposes only, see chart for an example of how these points would be
distributed among the five proposers. Note: Sample chart reflects a 10 point criterion.
Vendor Name Vendor Total Reference Points Awarded 0
Score E
Vendor ABC 445 10
Vendor DEF 425 9.6
Vendor GI-II 388 8.7
Vendor JKL 365 8.2
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The points awarded by vendor will be distributed to the Selection Committee prior to their
evaluation of the proposals. The Selection Committee will review the vendor's proposal to
ensure consistency and completion of all tasks in the RFP, and review the Points Awarded a)
per vendor. The Selection Committee may, at their sole discretion, contact references,
and/or modify the reference points assigned after a thorough review of the proposal and -0
prior to final ranking by the final Selection Committee.
Tab VII, Acceptance of Conditions
Indicate any exceptions to the general terms and conditions of the RFP, and to insurance
requirements or any other requirements listed in the RFP. If no exceptions are indicated in
this tabbed section, it will be understood that no exceptions to these documents will be
considered after the award, or if applicable, during negotiations. Exceptions taken by a a)
Consultant may result in evaluation point deduction(s) and/or exclusion of proposal for
Selection Committee consideration, depending on the extent of the exception(s). Such
determination shall be at the sole discretion of the County and Selection Committee.
Tab VIII, Required Form Submittals
•
Attachment 2: Consultant Checklist
• Attachment 3: Conflict of Interest Affidavit
• Attachment 4: Consultant Declaration Form'
• Attachment 5: Immigration Affidavit and company's E-Verify profile page and 2
memorandum of understanding
• Attachment 6: Consultant Substitute W9
• Attachment 7: Insurance Requirements
• Attachment 8: Reference Questionnaire
• Attachment 9: Debarment& Suspension o
• Other: Licenses, certifications, etc.
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Exhibit II: General RFP Instructions
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1. Questions �a
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Direct questions related to this RFP to the Collier County Purchasing Department Online
Bidding System website: www.colliergov.net/bid. Consultants must clearly understand that E
the only official answer or position of the County will be the one stated on the Collier County F
Purchasing Department Online Bidding System website. For general questions, please call
the referenced Procurement Strategist noted on the cover page. x
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2. Pre-Proposal Conference
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The purpose of the pre-proposal conference is to allow an open forum for discussion and
questioning with County staff regarding the RFP with all prospective Consultants having an 4
equal opportunity to hear and participate. Oral questions will receive oral responses, neither
of which will be official, nor become part of the RFP. Only written responses to written 15
questions will be considered official, and will be included as part of the RFP as an
addendum.
3. Compliance with the RFP
Proposals must be in strict compliance with this RFP. Failure to comply with all provisions of °
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the RFP may result in disqualification. o
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4. Ambiguity, Conflict, or Other Errors in the RFP
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It is the sole responsibility of the Consultant if the Consultant discovers any ambiguity,
conflict, discrepancy, omission or other error in the RFP, to immediately notify the
Procurement Strategist, noted herein, of such error in writing and request modification or
clarification of the document prior to submitting the proposal. The Procurement Strategist will ti
make modifications by issuing a written revision and will give written notice to all parties who N
have received this RFP from the Purchasing Department.
5. Proposal, Presentation, and Protest Costs c
The County will not be liable in any way for any costs incurred by any Consultant in the
preparation of its proposal in response to this RFP, nor for the presentation of its proposal °'
and/or participation in any discussions, negotiations, or, if applicable, any protest
procedures.
6. Delivery of Proposals
All proposals are to be delivered before 3:00 PM, Naples local time, on or before June 2,
2016 to: coy
Collier County Government o
Purchasing Department
3327 Tamiami Trail E
Naples FL 34112 a
Attn: Brenda Brilhart, Procurement Strategist
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The County does not bear the responsibility for proposals delivered to the Purchasing
Department past the stated date and/or time indicated, or to an incorrect address by
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Consultant's personnel or by the Consultant's outside carrier. However, the Procurement
Director, or designee, reserves the right to accept proposals received after the posted close
time under the following conditions: CD
• The tardy submission of the proposal is due to the following circumstances, which a
may include but not be limited to: late delivery by commercial carrier such as Fed Ex,
UPS or courier where delivery was scheduled before the deadline. E
• The acceptance of said proposal does not afford any competing firm an unfair r
advantage in the selection process.
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If not submitting electronically, Consultants must submit one (1) paper copy one (1)
compact disk (CD) with a copy of the proposal. List the Solicitation Number and Title on a
the outside of the box or envelope.
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7. Validity of Proposals
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No proposal can be withdrawn after it is filed unless the Consultant makes their request in
writing to the County prior to the time set for the closing of Proposals. All proposals shall be e`
valid for a period of one hundred eighty (180) days from the submission date to 0
accommodate evaluation and selection process.
8. Method of Source Selection
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The County is using the Competitive Sealed Proposals methodology of source selection for
this procurement, as authorized by Ordinance Number 2013-69 establishing and adopting
the Collier County Purchasing Policy. If the County receives proposals from less than three
(3)firms, the Procurement Director shall review all the facts and determine if it is in the best E
interest of the County to solicit additional proposals or request that the Selection Committee 0
rank order the received proposals. The County may, as it deems necessary, conductCD
discussions with qualified Consultants determined to be in contention for being selected for
award for the purpose of clarification to assure full understanding of, and responsiveness to
solicitation requirements. N
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9. Evaluation of Proposals
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Collier County will evaluate and select these Services in accordance with Florida Statute
287.055, Consultants' Competitive Negotiation Act. The County's procedure for selecting
is as follows:
1. The County Manager or designee shall appoint a selection committee to review all a
proposals submitted.
2. The Request for Proposal is issued.
3. Subsequent to the receipt closing date for the proposals, the Procurement
professional will review the proposals received and verify each proposal to determine -coi
if it minimally responds to the requirements of the published RFP.
4. Selection committee meetings will be open to the public and the Procurement Cn
professional will publicly post prior notice of such meeting(s) in the lobby of the
Purchasing Building and on the County's Procurement Services Internet site. c
5. Prior to the first meeting (Organization Meeting) of the selection committee, the E
Procurement professional will post a notice announcing the date, time and place of
the meeting at least three (3) working days prior to the meeting. At the initial
organization meeting, the selection committee members will receive instructions, the
submitted proposals, and establish the next selection committee meeting date and
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time. After the first meeting, the Procurement professional will publically announce
all subsequent committee meeting dates and times. The subsequent meeting dates
and times will be posted with at least one (1) day advanced notice. Q
6. Selection committee members will independently review and score each proposal
based on the evaluation criteria stated in the request for proposal using the Individual
Selection Committee Score and Rank Form and prepare comments for discussion at
the next meeting. The Individual Selection Committee Score and Rank Form is E
merely a tool to assist the selection committee member in their review of the
proposals. -0
7. At the scheduled selection meeting, the members will present their independent
findings/conclusions/comments based on their reading and interpretation of the r
materials presented to each other, and may ask questions of one another. At the
conclusion of that discussion, members of the public will be offered an opportunity it;
(not to exceed three (3) minutes)to provide comments. t°
8. At the conclusion of public comments (provided for in number 7), the selection
committee members will individually rank order each proposer. Collier County
selection committee members may consider all the material submitted by the
Proposer and other information Collier County may obtain to determine whether theris
Proposer is capable of and has a history of successfully completing projects of this 0
type, including, without limitation, additional information Collier County may request,
clarification of proposer information, public comments, and/or additional credit
information.
9. Once the individual ranking has been completed, the Procurement professional will
direct selection committee members to read their individual ranking publically. The o
Procurement professional will record individual rankings on the Final Ranking Sheet
which will mathematically compile into an overall selection committee rank of
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proposers.
10. In any of the selection committee meeting deliberations, by consensus, members o
may request to invite proposers in to clarify their proposals, ask for additional
information, present materials, interview, ask questions, etc. The members may
consider any and all information obtained through this method in formulating their r--
individual ranking and subsequent selection committee overall ranking and final
ranking. ,-
11. The selection committee's overall rank of firms in order of preference (from highest t0
beginning with a rank of one (1) to the lowest) will be discussed and reviewed by the
Procurement Strategist. By final consensus, and having used all information
presented (proposal, presentation, references, etc.), the selection committee
members will create a final ranking and staff will subsequently enter into a'
negotiations. Award of the contract is dependent upon the successful and full
execution of a mutually agreed contract, pending the final approval by the Board of
County Commissioners.
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The County reserves the right to withdraw this RFP at any time and for any reason, and a
to issue such clarifications, modifications, addendums, and/or amendments as it may
deem appropriate, including, but not limited, to requesting supplemental proposal o
information.
Receipt of a proposal by the County or a submission of a proposal to the County offers
no rights upon the Consultant nor obligates the County in any manner.
Acceptance of the proposal does not guarantee issuance of any other governmental
approvals. Proposals which include provisions requiring the granting of zoning variances
may not be considered.
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10. References
The County reserves the right to contact any and all references submitted as a result of this Q
solicitation. N
11. Proposal Selection Committee and Evaluation Factors
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The County Manager or designee will appoint a Selection Committee to review all proposals
submitted. The factors to be considered in the evaluation of proposal responses are listed
below.
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Tab II, Specialized Expertise 20 co-
Tab III, Experience & Capacity 40
Tab IV, Ability to Complete Project 20
Tab VI, Office Location & Responsiveness 10 �*
Tab VI, References 10
TOTAL POINTS 100 0
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Tie Breaker: In the event of a tie, both in individual scoring and in final ranking, the firm
with the lowest paid dollars by Collier County to the Consultant (as obtained from the
County's financial system) within the last five (5) years will receive the higher individual
ranking. This information will be based on information provided by the Consultant, subject
to verification at the County's option. If there is a multiple firm tie in either individual scoring
or final ranking, the firm with the lowest volume of work shall receive the higher ranking, the 0
firm with the next lowest volume of work shall receive the next highest ranking and so on.
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12. Acceptance or Rejection of Proposals
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The right is reserved by the County to waive any irregularities in any proposal, to reject any
or all proposals, to re-solicit for proposals, if desired, and upon recommendation and
justification by Collier County to accept the proposal which in the judgment of the County is
deemed the most advantageous for the public and Collier County.
Any proposal which is incomplete, conditional, obscure or which contains irregularities of
any kind, may be cause for rejection. In the event of default of the successful Consultant, or
their refusal to enter into the Collier County contract, the County reserves the right to accept
the proposal of any other Consultant or to re-advertise using the same or revised
documentation, at its sole discretion. ¢�
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Exhibit Ill: Collier County Purchase Order Terms and Conditions
1. Offer Unless otherwise provided in Purchase Order, a
This offer is subject to cancellation by the no invoices shall be issued nor payments as
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COUNTY without notice if not accepted by made prior to delivery. Unless freight andN
VENDOR within fourteen (14)days of issuance. other charges are itemized, any discount will c
be taken on the full amount of invoice. --I
2. Acceptance and Confirmation c) All shipments of goods scheduled on the same E
This Purchase Order (including all documents day via the same route must be consolidated. F
attached to or referenced therein) constitutes Each shipping container must be
the entire agreement between the parties, unless consecutively numbered and marked to show x
otherwise specifically noted by the COUNTY on this Purchase Order number. The container i
the face of this Purchase Order. Each delivery of and Purchase Order numbers must be aci
goods and/or services received by the COUNTY indicated on bill of lading. Packing slips must cam'
from VENDOR shall be deemed to be upon the show Purchase Order number and must be `1?
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terms and conditions contained in this Purchase included on each package of less than
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Order. container load (LCL) shipments and/or with
each car load of equipment. The COUNTY
No additional terms may be added and Purchase reserves the right to refuse or return any m
Order may not be changed except by written shipment or equipment at VENDOR'S c
instrument executed by the COUNTY. VENDOR expense that is not marked with Purchase o
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is deemed to be on notice that the COUNTY Order numbers. VENDOR agrees to declare P.
objects to any additional or different terms and to the carrier the value of any shipment made 3
conditions contained in any acknowledgment, under this Purchase Order and the full invoice ca
invoice or other communication from VENDOR, value of such shipment. o
notwithstanding the COUNTY'S acceptance or d) All invoices must contain the Purchase Order o
payment for any delivery of goods and/or services, number and any other specific information as
or any similar act by VENDOR. identified on the Purchase Order. Discounts -0
of prompt payment will be computed from the ac)
3. Inspection date of receipt of goods or from date of receipt E
All goods and/or services delivered hereunder of invoices, whichever is later. Payment will o
shall be received subject to the COUNTY'S be made upon receipt of a proper invoice and m
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inspection and approval and payment therefore in compliance with Chapter 218, Fla. Stats.,
shall not constitute acceptance. All payments are otherwise known as the "Local Government o
subject to adjustment for shortage or rejection. All Prompt Payment Act," and, pursuant to the N
defective or nonconforming goods will be returned Board of County Commissioners Purchasing
pursuant to VENDOR'S instruction at VENDOR'S Policy. to
expense. o
5. Time Is Of the Essence u>
To the extent that a purchase order requires a Time for delivery of goods or performance of w
series of performances by VENDOR, the services under this Purchase Order is of the a0i
COUNTY prospectively reserves the right to essence. Failure of VENDOR to meet delivery
cancel the entire remainder of the Purchase Order schedules or deliver within a reasonable time, as
if goods and/or services provided early in the term interpreted by the COUNTY in its sole judgment, <
of the Purchase Order are non-conforming or shall entitle the COUNTY to seek all remedies o
otherwise rejected by the COUNTY. available to it at law or in equity. VENDOR agrees N
4. Shipping and Invoices to reimburse the COUNTY for any expenses -o
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a) All goods are FOB destination and must be incurred in enforcing its rights. VENDOR further ca
suitably packed and prepared to secure the agrees that undiscovered delivery of °Di
lowest transportation rates and to comply with nonconforming goods and/or services is not a ,or,
all carrier regulations. Risk of loss of any waiver of the COUNTY'S right to insist upon
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goods sold hereunder shall transfer to the further compliance with all specifications. ,--
COUNTY at the time and place of delivery; c
provided that risk of loss prior to actual receipt 6. Changes a)
of the goods by the COUNTY nonetheless The COUNTY may at any time and by written ..c
remain with VENDOR. notice make changes to drawings and cc
b) No charges will be paid by the COUNTY for specifications, shipping instructions, quantities and <
packing, crating or cartage unless otherwise delivery schedules within the general scope of this
specifically stated in this Purchase Order. Purchase Order. Should any such change
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increase or decrease the cost of, or the time arise out of or are incident to the goods and/or
required for performance of the Purchase Order, services to be provided hereunder. Q
an equitable adjustment in the price and/or ca
delivery schedule will be negotiated by the 11. Warranty of Non-Infringement
COUNTY and VENDOR. Notwithstanding the VENDOR represents and warrants that all goods c
foregoing, VENDOR has an affirmative obligation sold or services performed under this Purchase
to give notice if the changes will decrease costs. Order are: a) in compliance with applicable laws;
Any claims for adjustment by VENDOR must be b) do not infringe any patent, trademark, copyright F
made within thirty (30) days from the date the or trade secret; and c) do not constitute unfair o
change is ordered or within such additional period competition. x
of time as may be agreed upon by the parties. 0
VENDOR shall indemnify and hold harmless the co-
7. Warranties COUNTY from and against any and all claims, cz
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VENDOR expressly warrants that the goods including claims of negligence, costs and expense, as
and/or services covered by this Purchase Order including but not limited to attorneys' fees, which 4*
will conform to the specifications, drawings, arise from any claim, suit or proceeding alleging
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samples or other descriptions furnished or that the COUNTY'S use of the goods and/or 11
specified by the COUNTY, and will be of services provided under this Purchase Order are f2
satisfactory material and quality production, free inconsistent with VENDOR'S representations and o
from defects and sufficient for the purpose warranties in section 11 (a). v
intended. Goods shall be delivered free from any -a
security interest or other lien, encumbrance or If any claim which arises from VENDOR'S breach o
claim of any third party. These warranties shall of section 11 (a) has occurred, or is likely to occur, R
survive inspection, acceptance, passage of title VENDOR may, at the COUNTY'S option, procure o
and payment by the COUNTY. for the COUNTY the right to continue using the c
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goods or services, or replace or modify the goods '
8. Statutory Conformity or services so that they become non-infringing, c
Goods and services provided pursuant to this (without any material degradation in performance, E
Purchase Order, and their production and quality, functionality or additional cost to the E
transportation shall conform to all applicable laws, COUNTY). o
including but not limited to the Occupational iY
Health and Safety Act, the Federal Transportation 12. Insurance Requirements
Act and the Fair Labor Standards Act, as well as The VENDOR, at its sole expense, shall provide c
any law or regulation noted on the face of the commercial insurance of such type and with such N
Purchase Order. terms and limits as may be reasonably associated
with the Purchase Order. Providing and `r°•
9. Advertising maintaining adequate insurance coverage is a o
No VENDOR providing goods and services to the material obligation of the VENDOR. All insurance en
COUNTY shall advertise the fact that it has policies shall be executed through insurers
contracted with the COUNTY for goods and/or authorized or eligible to write policies in the State ami
services, or appropriate or make use of the of Florida. 1E
COUNTY'S name or other identifying marks or
property without the prior written consent of the 13. Compliance with Laws i
COUNTY'S Purchasing Department. In fulfilling the terms of this Purchase Order, o
VENDOR agrees that it will comply with all federal, N
10. Indemnification state, and local laws, rules, codes, and ordinances -a
a
VENDOR shall indemnify and hold harmless the that are applicable to the conduct of its business. J
COUNTY from any and all claims, including claims By way of non-exhaustive example, this shall �I
of negligence, costs and expenses, including but include the American with Disabilities Act and all a)
not limited to attorneys' fees, arising from, caused prohibitions against discrimination on the basis of T
by or related to the injury or death of any person race, religion, sex creed, national origin, handicap, ,-
(including but not limited to employees and agents marital status, or veterans' status. Further, E
of VENDOR in the performance of their duties or VENDOR acknowledges and without exception or E
otherwise), or damage to property (including stipulation shall be fully responsible for complying .c
property of the COUNTY or other persons), which with the provisions of the Immigration Reform and V,
Control Act of 1986 as located at 8 U.S.C. 1324, et <t
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16.A.24.b
seq. and regulations relating thereto, as either breach by VENDOR of the terms and conditions of
may be amended. Failure by the awarded firm(s) this Purchase Order, provided that COUNTY has a
to comply with the laws referenced herein shall provided VENDOR with notice of such breach and as
constitute a breach of the award agreement and VENDOR has failed to cure within 10 days of -
the County shall have the discretion to unilaterally receipt of such notice. c
terminate said agreement immediately. Any J
breach of this provision may be regarded by the 19. General E
COUNTY as a material and substantial breach of a) This Purchase Order shall be governed by the
the contract arising from this Purchase Order. laws of the State of Florida. The venue for -a
any action brought to specifically enforce any x
14. Force Majeure of the terms and conditions of this Purchase "'
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Neither the COUNTY nor VENDOR shall be Order shall be the Twentieth Judicial Circuit in a
responsible for any delay or failure in performance and for Collier County, Florida ,a'.,
resulting from any cause beyond their control, b) Failure of the COUNTY to act immediately in `°
including, but without limitation to war, strikes, civil response to a breach of this Purchase Order Tk
disturbances and acts of nature. When VENDOR by VENDOR shall not constitute a waiver of
has knowledge of any actual or potential force breach. Waiver of the COUNTY by any
majeure or other conditions which will delay or default by VENDOR hereunder shall not be al
threatens to delay timely performance of this deemed a waiver of any subsequent default by c
Purchase Order, VENDOR shall immediately give VENDOR. o
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notice thereof, including all relevant information c) All notices under this Purchase Order shall be -a
with respects to what steps VENDOR is taking to sent to the respective addresses on the face 3
complete delivery of the goods and/or services to page by certified mail, return receipt as
the COUNTY. requested, by overnight courier service, or by
personal delivery and will be deemed effective o
15. Assignment upon receipt. Postage, delivery and other
VENDOR may not assign this Purchase Order, nor charges shall be paid by the sender. A party c
any money due or to become due without the prior may change its address for notice by written a)
written consent of the COUNTY. Any assignment notice complying with the requirements of this E
made without such consent shall be deemed void. section. o
d) The Vendor agrees to reimbursement of any aa)
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16. Taxes travel expenses that may be associated with
Goods and services procured subject to this this Purchase Order in accordance with c
Purchase Order are exempt from Florida sales Florida Statute Chapter 112.061, Per Diem
and use tax on real property, transient rental and Travel Expenses for Public Officers,
property rented, tangible personal purchased or employees and authorized persons. `r'
rented, or services purchased (Florida Statutes, e) In the event of any conflict between or among o
Chapter 212), and from federal excise tax. the terms of any Contract Documents related 0
to this Purchase Order, the terms of the
17. Annual Appropriations Contract Documents shall take precedence ai
The COUNTY'S performance and obligation to over the terms of the Purchase Order. To the
pay under this Purchase Order shall be contingent extent any terms and /or conditions of this 0
upon an annual appropriation of funds. Purchase Order duplicate or overlap the m
Terms and Conditions of the Contract f
18. Termination Documents, the provisions of the Terms N
This Purchase Order may be terminated at any and/or Conditions that are most favorable to -o
time by the COUNTY upon 30 days prior written the County and/or provide the greatest J
notice to the VENDOR. This Purchase Order may protection to the County shall govern. 0
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be terminated immediately by the COUNTY for an
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Exhibit IV: Additional Terms and Conditions for RFP
a)
1. Insurance and Bonding Requirements
The Consultant shall at its own expense, carry and maintain insurance coverage from responsible
companies duly authorized to do business in the State of Florida as set forth in the Insurance and E
Bonding attachment of this solicitation. The Consultant shall procure and maintain property insurance
upon the entire project, if required, to the full insurable value of the scope of work.
The County and the Consultant waive against each other and the County's separate Consultants,
Contractors, Design Consultant, Subcontractors agents and employees of each and all of them, all c;
damages covered by property insurance provided herein, except such rights as they may have to the
proceeds of such insurance. The Consultant and County shall, where appropriate, require similar v;
waivers of subrogation from the County's separate Consultants, Design Consultants and Subcontractors Ti
and shall require each of them to include similar waivers in their contracts.
Collier County shall be responsible for purchasing and maintaining, its own liability insurance.
Certificates issued as a result of the award of this solicitation must identify "For any and all work
performed on behalf of Collier County."
The General Liability Policy provided by Consultant to meet the requirements of this solicitation shall .2
name Collier County, Florida, as an additional insured as to the operations of Consultant under this o
solicitation and shall contain a severability of interests' provisions.
Collier County Board of County Commissioners shall be named as the Certificate Holder. The E
Certificates of Insurance must state the Contract Number, or Project Number, or specific Project o
description, or must read: For any and all work performed on behalf of Collier County. The "Certificate a
Holder" should read as follows: ct
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Collier County Board of County Commissioners
Naples, Florida
The amounts and types of insurance coverage shall conform to the minimum requirements set forth in
Insurance and Bonding attachment, with the use of Insurance Services Office (ISO) forms and "'
endorsements or their equivalents. If Consultant has any self-insured retentions or deductibles under a
any of the below listed minimum required coverage, Consultant must identify on the Certificate of
Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory v
evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be
Consultant's sole responsibility.
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Coverage(s) shall be maintained without interruption from the date of commencement of the Work until c
the date of completion and acceptance of the scope of work by the County or as specified in this .
solicitation, whichever is longer. coi
The Consultant and/or its insurance carrier shall provide thirty (30) days written notice to the County of to
policy cancellation or non-renewal on the part of the insurance carrier or the Consultant. The Consultant
shall also notify the County, in a like manner, within twenty-four(24) hours after receipt, of any notices of F
expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant
from its insurer and nothing contained herein shall relieve Consultant of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by Consultant zi
hereunder, Consultant shall immediately take steps to have the aggregate limit reinstated to the full
extent permitted under such policy.
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Should at any time the Consultant not maintain the insurance coverage(s) required herein, the County
may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage(s)
and charge the Consultant for such coverage(s) purchased. If Consultant fails to reimburse the County a
for such costs within thirty (30) days after demand, the County has the right to offset these costs from 3
any amount due Consultant under this Agreement or any other agreement between the County and a
Consultant. The County shall be under no obligation to purchase such insurance, nor shall it be J
responsible for the coverage(s) purchased or the insurance company or companies used. The decision E
of the County to purchase such insurance coverage(s) shall in no way be construed to be a waiver of a)
any of its rights under the Contract Documents.
If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of the
scope of work, the Consultant shall furnish to the County renewal or replacement Certificate(s) of
Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure of the °;
Consultant to provide the County with such renewal certificate(s) shall be considered justification for the
County to terminate any and all contracts.
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2. Offer Extended to Other Governmental Entities
Collier County encourages and agrees to the successful Consultant extending the pricing, terms and o
conditions of this solicitation or resultant contract to other governmental entities at the discretion of the
successful Consultant.
3. Additional Items and/or Services o
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Additional items and/or services may be added to the resultant contract, or purchase order, in 4,73
compliance with the Purchasing Policy.
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4. County's Right to Inspect o
The County or its authorized Agent shall have the right to inspect the Consultant's facilities/project site ce
during and after each work assignment the Consultant is performing.
5. Vendor Performance Evaluation
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The County has implemented a Vendor Performance Evaluation System for all contracts awarded in
excess of $25,000. To this end, vendors will be evaluated on their performance upon "'
completion/termination of this Agreement.
6. Additional Terms and Conditions of Contract
Collier County has developed standard contracts/agreements, approved by the Board of County cri-
Commissioners (BCC). The selected Consultant shall be required to sign a standard Collier County N
contract within twenty one (21) days of Notice of Selection for Award.
The resultant contract(s) may include purchase or work orders issued under one, or any combination of cal
price methodologies by the County's project manager:
Lump Sum (Fixed Price): a firm fixed total price offering for a project; the risks are transferred from L
the County to the contractor; and, as a business practice there are no hourly or material invoices a
presented, rather, the contractor must perform to the satisfaction of the County's project manager
before payment for the fixed price contract is authorized.
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Time and Materials: the County agrees to pay the contractor for the amount of labor time spent by
the contractor's employees and subcontractors to perform the work (number of hours times hourly
rate), and for materials and equipment used in the project (cost of materials plus the contractor's s
mark up). This methodology is generally used in projects in which it is not possible to accurately
estimate the size of the project, or when it is expected that the project requirements would most likely c
change. As a general business practice, these contracts include back-up documentation of costs; 3
invoices would include number of hours worked and billing rate by position (and not company (or E
subcontractor) timekeeping or payroll records), material or equipment invoices, and other w
reimbursable documentation for the project.
The County reserves the right to include in any contract document such terms and conditions, as it
deems necessary for the proper protection of the rights of Collier County. A sample copy of this contract co-
is available upon request. The County will not be obligated to sign any contracts, maintenance and/or
service agreements or other documents provided by the Consultant.
The County's project manager shall coordinate with the Contractor the return of any surplus assets,
including materials, supplies, and equipment associated with the scope or work.
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7. Public Records Compliance
The Vendor/Contractor agrees to comply with the Florida Public Records Law Chapter 119 (including 3
specifically those contractual requirements at F.S. § 119.0701(2) (a)-(d) and (3)), ordinances, codes,
rules, regulations and requirements of any governmental agencies. 2
0
8. Work Orders on Fixed Term Contracts
The County reserves the right to order such services from selected firms as may be required during said E
period, but does not guarantee any minimum or maximum services to be ordered during the period o
specified from any given firm. Work Order service assignments shall be at the sole discretion of the
County. c
r-
The contracts are classified as fixed-term Countywide Agreements for various and miscellaneous N
landscape architectural services which will be utilized on an as-needed basis. Assignments shall be
implemented with Work Orders subject to a maximum of $200,000 per Work Order. Work Order
assignments in excess of$200,000 shall be approved by the Board of County Commissioners.
Should any project that is active on a work order extend past the contract termination date, that work order
will be active and extended as necessary until completion of such project.
U
9. Payment Method
Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218,
Florida Statutes. Vendor's invoices must include:
• Purchase Order Number
• Description and quantities of the goods or services provided per instructions on the County's �i
purchase order or contract.
Invoices shall be sent to:
Board of County Commissioners E
Clerk's Finance Department
ATTN: Accounts Payable
3299 Tamiami Trail E Ste 700, Naples FL 34112
Or emailed to: bccapclerk@collierclerk.com.
RFP16-6598 Landscape Architects
Packet Pg. 862
16.A.24.b
Collier County, in its sole discretion, will determine the method of payment for goods and/or services as
part of this agreement.
a)
Payment methods include:
• Traditional— payment by check, wire transfer or other cash equivalent.
• Standard — payment by purchasing card. Collier County's Purchasing Card Program is supported by 3
standard bank credit suppliers (i.e. VISA and MasterCard), and as such, is cognizant of the Rules E
for VISA Merchants and MasterCard Merchant Rules.
F-
The County may not accept any additional surcharges (credit card transaction fees) as a result of using X
the County's credit card for transactions relating to this solicitation. The County will entertain bids
clearly stating pricing for standard payment methods. An additional separate discounted price for co-
traditional
otraditional payments may be provided at the initial bid submittal if it is clearly marked as an "Additional gi
Cash Discount."
Upon execution of the Contract and completion of each month's work, payment requests may be
submitted to the Project Manager on a monthly basis by the Contractor for services rendered for that rg
prior month. Services beyond sixty (60) days from current monthly invoice will not be considered for 2
payment without prior approval from the Project manager. All invoices should be submitted within the 0
fiscal year the work was performed. (County's fiscal year is October 1 - September 30.) Invoices -
submitted after the close of the fiscal year will not be accepted (or processed for payment) unless 3
specifically authorized by the Project Manager.
0
Payments will be made for articles and/or services furnished, delivered, and accepted, upon receipt and o
approval of invoices submitted on the date of services or within six (6) months after completion of f
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 E
essence with respect to the timely submission of invoices under this agreement. o
a)
In instances where the successful contractor may owe debts (including, but not limited to taxes or other fx
fees) to Collier County and the contractor has not satisfied nor made arrangement to satisfy these
debts, the County reserves the right to off-set the amount owed to the County by applying the amount N
owed to the vendor or contractor for services performed of for materials delivered in association with a to
contract.
0
Invoices shall not reflect sales tax. After review and approval, the invoice will be transmitted to the "'
Finance Division for payment. Payment will be made upon receipt of proper invoice and in compliance
with Chapter 218 Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." °J
Collier County reserves the right to withhold and/or reduce an appropriate amount of any payment for 5
work not performed or for unsatisfactory performance of Contractual requirements.
0
10. Environmental Health and Safety N
All Consultants and Sub Consultants performing service for Collier County are required and shall comply (1
with all Occupational Safety and Health Administration (OSHA), State and County Safety and �i
Occupational Health Standards and any other applicable rules and regulations. Consultants and Sub
Consultants shall be responsible for the safety of their employees and any unsafe acts or conditions that
may cause injury or damage to any persons or property within and around the work site. All firewall
penetrations must be protected in order to meet Fire Codes.
a)
Collier County Government has authorized OSHA representatives to enter any Collier County facility,
property and/or right-of-way for the purpose of inspection of any Consultant's work operations. This
provision is non-negotiable by any department and/or Consultant.
RFP16-6598 Landscape Architects
Packet Pg. 863
16.A.24.b
All new electrical installations shall incorporate NFPA 70E Short Circuit Protective Device Coordination
and Arc Flash Studies where relevant as determined by the engineer. All electrical installations shall be
labeled with appropriate NFPA 70E arch flash boundary and PPE Protective labels.
0
11. Licenses -a
The Consultant is required to possess the correct Business Tax Receipt, professional license, and any E
other authorizations necessary to carry out and perform the work required by the project pursuant to all t
applicable Federal, State and Local Law, Statute, Ordinances, and rules and regulations of any kind. 1
Additionally, copies of the required licenses must be submitted with the proposal response
indicating that the entity proposing, as well as the team assigned to the County account, is
properly licensed to perform the activities or work included in the contract documents. Failure on 0
the part of any Consultant to submit the required documentation may be grounds to deem
Consultant non-responsive. A Consultant, with an office within Collier County is also required to have
an occupational license.
71_,)
All State Certified contractors who may need to pull Collier County permits or call in inspections must m
complete a Collier County Contractor License registration form and submit the required fee. After b
registering the license/registration will need to be renewed thereafter to remain "active" in Collier County. c°�
If you have questions regarding professional licenses contact the Contractor Licensing, Community .a
Development and Environmental Services at (239) 252-2431, 252-2432 or 252-2909. Questions
regarding required occupational licenses, please contact the Tax Collector's Office at (239) 252-2477. cs
12. Survivability o
The Consultant agrees that any Work Order that extends beyond the expiration date of Solicitation 16- c
6598 will survive and remain subject to the terms and conditions of that Agreement until the completion
or termination of this Work Order. E
0
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13. Principals/Collusion
ti
By submission of this Proposal the undersigned, as Consultant, does declare that the only person or N
persons interested in this Proposal as principal or principals is/are named therein and that no person _"
other than therein mentioned has any interest in this Proposal or in the contract to be entered into; that `t°
this Proposal is made without connection with any person, company or parties making a Proposal, and
that it is in all respects fair and in good faith without collusion or fraud. "'
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14. Relation of County '
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It is the intent of the parties hereto that the Consultant shall be legally considered an independent a`0
Consultant, and that neither the Consultant nor their employees shall, under any circumstances, be
considered employees or agents of the County, and that the County shall be at no time legally
responsible for any negligence on the part of said Consultant, their employees or agents, resulting in c
either bodily or personal injury or property damage to any individual, firm, or corporation. -i
CO
15. Termination
Should the Consultant be found to have failed to perform his services in a manner satisfactory to the L
County, the County may terminate this Agreement immediately for cause; further the County may
terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole _g
judge of non-performance.
RFP16-6598 Landscape Architects
Packet Pg. 864
16.A.24.b
16. Lobbying
All firms are hereby placed on NOTICE that the Board of County Commissioners does not wish to be a.
lobbied, either individually or collectively about a project for which a firm has submitted a Proposal.
Firms and their agents are not to contact members of the County Commission for such purposes as a
meeting or introduction, luncheons, dinners, etc. During the process, from Proposal closing to final J
Board approval, no firm or their agent shall contact any other employee of Collier County in reference to E
this Proposal, with the exception of the Procurement Director or his designee(s). Failure to abide by this a)
provision may serve as grounds for disqualification for award of this contract to the firm.
17. Certificate of Authority to Conduct Business in the State of Florida (Florida Statute 607.1501) L
In order to be considered for award, firms must be registered with the Florida Department of State '2
Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and provide a 2
certificate of authority (www.sunbiz.org/search.html) prior to execution of a contract. A copy of the Tt
document may be submitted with the solicitation response and the document number shall be identified. r
Firms who do not provide the certificate of authority at the time of response shall be required to provide t
same within five (5) days upon notification of selection for award. If the firm cannot provide the document `°
within the referenced timeframe, the County reserves the right to award to another firm. o
18. Single Proposal
Each Consultant must submit, with their proposal, the required forms included in this RFP. Only one .2
proposal from a legal entity as a primary will be considered. A legal entity that submits a proposal as a o
primary or as part of a partnership or joint venture submitting as primary may not then act as a sub-
consultant to any other firm submitting under the same RFP. If a legal entity is not submitting as a c
primary or as part of a partnership or joint venture as a primary, that legal entity may act as a sub-
consultant to any other firm or firms submitting under the same RFP. All submittals in violation of this o
requirement will be deemed non-responsive and rejected from further consideration. 6'
In addition, consultants that have participated and/or will participate in the development of r
scope, background information or oversight functions on this project are precluded from N
submitting a Proposal as either a prime or sub- consultant.
19. Protest Procedures
U)
Any prospective proposer who desires to protest any aspect(s) or provision(s) of the solicitation U
(including the form of the solicitation documents or procedures) shall file their protest with the 2
Procurement Director prior to the time of the bid opening strictly in accordance with the County's then F
current purchasing ordinance and policies.
a
The Board of County Commissioners will make award of contract in public session. Award N
recommendations will be posted outside the offices of the Purchasing Department on Wednesdays and
Thursdays. Any actual or prospective respondent who desires to formally protest the recommended .
contract award must file a notice of intent to protest with the Procurement Director within two (2)
calendar days (excluding weekends and County holidays) of the date that the recommended award is
posted. v;
Upon filing of said notice, the protesting party will have five (5) days to file a formal protest and will be t
given instructions as to the form and content requirements of the formal protest. A copy of the "Protest
Policy" is available at the office of the Procurement Director.
C"'
RFP16-6598 Landscape Architects
Packet Pg. 865
16.A.24.b
20. Public Entity Crime
A person or affiliate who has been placed on the convicted Consultant list following a conviction for a a
public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or 3
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 J
on leases of real property to a public entity; may not be awarded or perform work as a contractor, E
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 .a
TWO for a period of 36 months following the date of being placed on the convicted Consultant list.
L
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21. Security and Background Checks oti
C)
If required, Consultant shall be responsible for the costs of providing background checks by the Collier
County Facilities Management Department, and drug testing for all employees that shall provide services
to the County under this Agreement. This may include, but not be limited to, checking federal, state and -u3-
local
local law enforcement records, including a state and FBI fingerprint check, credit reports, education, m
residence and employment verifications and other related records. Contractor shall be required to c
maintain records on each employee and make them available to the County for at least four(4) years.
22. Conflict of Interest
Consultant shall complete the Conflict of Interest Affidavit included as an attachment to this RFP B
document. Disclosure of any potential or actual conflict of interest is subject to County staff review and o
does not in and of itself disqualify a firm from consideration. These disclosures are intended to identify
and or preclude conflict of interest situations during contract selection and execution.
23. Prohibition of Gifts to County Employees o
W
No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, ce
service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida c
Statutes, the current Collier County Ethics Ordinance and County Administrative Procedure 5311. N
Violation of this provision may result in one or more of the following consequences: a. Prohibition by the
individual, firm, and/or any employee of the firm from contact with County staff for a specified period of
time; b. Prohibition by the individual and/or firm from doing business with the County for a specified
period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate "'
termination of any contract held by the individual and/or firm for cause. .113
24. Immigration Law Affidavit Certification
Statutes and executive orders require employers to abide by the immigration laws of the United States
and to employ only individuals who are eligible to work in the United States. The Employment Eligibility
Verification System (E-Verify) operated by the Department of Homeland Security (DHS) in partnership c
with the Social Security Administration (SSA), provides an Internet-based means of verifying 3i
employment eligibility of workers in the United States; it is not a substitute for any other employment o
eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid
(ITB) and Request for Proposals (RFP) including professional services and construction services.
Exceptions to the program:
• Commodity based procurement where no services are provided.
• Where the requirement for the affidavit is waived by the Board of County Commissioners
RFP16-6598 Landscape Architects
Packet Pg. 866
16.A.24.b
Consultants are required to enroll in the E-Verify program, and provide acceptable evidence of their
enrollment, at the time of the submission of the Consultant's/bidder's proposal. Acceptable evidence
consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully a
executed E-Verify Memorandum of Understanding for the company. Consultants are also required to Z3
provide the Collier County Purchasing Department an executed affidavit certifying they shall comply with -8
the E-Verify Program. The affidavit is attached to the solicitation documents. If the Consultant does J
not comply with providing the acceptable E-Verify evidence and the executed affidavit the E
Consultant's proposal may be deemed non-responsive.
F-
-13
Additionally, Consultants shall require all subcontracted Consultants to use the E-Verify system for all x
purchases not covered under the "Exceptions to the program" clause above. For additional information
regarding the Employment Eligibility Verification System (E-Verify) program visit the following website:
http://www.dhs.gov/E-Verify. It shall be the Consultant's responsibility to familiarize themselves with all f;
rules and regulations governing this program.
Consultant acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be
fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as t
located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended and with .
the provisions contained within this affidavit. Failure by the awarded firm(s) to comply with the laws g
referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and .a
the County shall have the discretion to unilaterally terminate said agreement immediately.
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RFP16-6598 Landscape Architects
Packet Pg. 867
16.A.24.b
Collier County
Administrative Services Department 0..
Procurement Services Division
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Attachment 1: Consultant's Non-Response Statement
The sole intent of the Collier County Purchasing Department is to issue solicitations that are clear, concise
and openly competitive. Therefore, we are interested in ascertaining reasons for prospective Consultants not
wishing to respond to this solicitation. If your firm is not responding to this RFP, please indicate the
reason(s) by checking the item(s) listed below and return this form via email or fax, noted on the cover page, k
or mail to Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112.
C)
We are not responding to CCNA Solicitation 16-6598 Fixed Term Landscape Architectural Services Tt
for the following reason(s):
�I Services requested not available through our company.
❑ Our firm could not meet specifications/scope of work.
❑ Specifications/scope of work not clearly understood or applicable (too vague, rigid, etc.)
n Project is too small.
❑ Insufficient time allowed for preparation of response. 0
❑ Incorrect address used. Please correct mailing address:
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1-I Other reason(s): o
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Name of Firm: as
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Address: -0
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City, State, Zip: 00i
Telephone:
Email: C'
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Representative Signature:
Representative Name: Date
RFP16-6598 Landscape Architects
Packet Pg. 868
16.A.24.b
Caber County
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Administrative Services Depar6nent
Procurement Ser,es Divis.on tv
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Attachment 2: Consultant Check List
IMPORTANT: THIS SHEET MUST BE SIGNED. Please read carefully, sign in the spaces indicated and
return with your Proposal. Consultant should check off each of the following items as the necessary 1-73
action is completed:
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❑ The Proposal has been signed.
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❑ All applicable forms have been signed and included, along with licenses to complete the requirements T
of the project.
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❑ Any addenda have been signed and included. m
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❑ The mailing envelope has been addressed to: 0
Collier County Government
Purchasing Department,
3327 Tamiami Trail E. Naples FL 34112
Attn: Brenda Brilhart, Procurement Strategist
CCNA Solicitation: RFP 16-6598 Fixed Term Landscape Architectural Services
to
The mailing envelope must be sealed and marked with RFP#, Proposal Title and Due Date.
❑ The Proposal will be mailed or delivered in time to be received no later than the specified due date o
and time. (Otherwise Proposal cannot be considered.)
a
❑ If submitting a manual bid, include any addenda (initialed and dated noting understanding
and receipt). If submitting bid electronically, bidder will need to download all related N
documents on www.colliergov.net/bid. The system will date and time stamp when the
addendum files were downloaded.
ALL COURIER-DELIVERED PROPOSALS MUST HAVE THE RFP NUMBER AND TITLE ON THE to
OUTSIDE OF THE COURIER PACKET
Name of Firm:
0.Address:
City, State, Zip:
J
Telephone:
Email: CO
.a:
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Representative Signature: °'
Representative Name: Date tc
RFP16-6598 Landscape Architects
Packet Pg. 869
16.A.24.b
Collier County
Administrative.Services Department Q
Procurement Seri:es Dlaision
U
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Attachment 3: Conflict of Interest Affidavit
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By the signature below, the firm (employees, officers and/or agents) certifies, and hereby discloses, that, to
the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned
interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed work; x
and bear on whether the firm (employees, officers and/or agents) has a possible conflict have been fully
disclosed.
0)
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Additionally, the firm (employees, officers and/or agents) agrees to immediately notify in writing the to
Procurement Director, or designee, if any actual or potential conflict of interest arises during the contract *;
and/or project duration.
6-
6-
Firm:
Firm: 0
Signature and Date:
Print Name o
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Title of Signatory
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State of 8
a)
County of c
SUBSCRIBED AND SWORN to before me this day of , 20_, (71
by , who is personally known to me to be the c
for the Firm, OR who produced the following identification "'
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Notary Public as
My Commission Expires as
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RFP16-6598 Landscape Architects
Packet Pg. 870
16.A.24.b
Colin er County a)
Cla
Administrative Services Department
Procurement Services D v sion y
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Attachment 4: Consultant Declaration Statement
BOARD OF COUNTY COMMISSIONERS
Collier County Government Complex
cs-
Naples, Florida 34112
a)
RE: CCNA Solicitation: RFP 16-6598 Fixed Term Landscape Architectural Services
Dear Commissioners:
v
The undersigned, as Consultant declares that this proposal is made without connection or arrangement
with any other person and this proposal is in every respect fair and made in good faith, without collusion 0
or fraud.
L
The Consultant agrees, if this proposal is accepted, to execute a Collier County document for the
purpose of establishing a formal contractual relationship between the firm and Collier County, for the
performance of all requirements to which the proposal pertains. The Consultant states that the
proposal is based upon the proposal documents listed by the above referenced CCNA Solicitation.
IN WITNESS WHEREOF, WE have hereunto subscribed our names on this day of
, 20_in the County of , in the State of o
GS
Firm's Legal Name:
r~
Address:
City, State, Zip Code:
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Florida Certificate of U•)
Authority Document rn
Number
Federal Tax -c
Identification Number
CCR # or CAGE a
Code
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Telephone:
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FAX: rn
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Signature by: tO
(Typed and written)
Title:
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RFP16-6598 Landscape Architects
Packet Pg.871
16.A.24.b
Additional Contact Information
Send payments to:
(required if different from Company name used as payee
above)
Contact name: -a
raJ
Title:
a>
Address: cu
City, State,ZIP
Telephone: c0i
0
FAX:
Email:
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Office servicing Collier
County to place orders
(required if different from
above)
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Contact name: R
Title:
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Address:
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City, State,ZIP 0
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Telephone:
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Email:
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RFP16-6598 Landscape Architects
Packet Pg. 872
16.A.24.b
Collier County
Administrative Services Department
Procurement Services Division
C.)
to
Attachment 5: Immigration Affidavit Certification
cts
CCNA Solicitation: RFP 16-6598 Fixed Term Landscape Architectural Services
This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with
formal Invitations to Bid (ITB's) and Request for Proposals (RFP) submittals. Further, Consultants are required to
enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the (--
Consultant's
Consultant's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile c6
page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Failure to include this
Affidavit and acceptable evidence of enrollment in the E-Verify program may deem the Consultant proposal as (1,
non-responsive.
N
Collier County will not intentionally award County contracts to any Consultant who knowingly employs unauthorized
alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section T.
274A(e)of the Immigration and Nationality Act ("INA").
Collier County may consider the employment by any Consultant of unauthorized aliens a violation of Section 274A (e)
of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A(e) of the INA shall 3
be grounds for unilateral termination of the contract by Collier County.
0
Consultant attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration o
Act and subsequent Amendment(s)) and agrees to comply with the provisions of the Memorandum of Understanding
with E-Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify), operated c
by the Department of Homeland Security in partnership with the Social Security Administration at the time of
submission of the Consultant's/ Bidder's proposal. E
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Company Name m
cc
Print Name Title
Signature Date
State of
County of_ «�
The foregoing instrument was signed and acknowledged before me this day of _, 20_, by c
who has produced as identification.
(Print or Type Name) (Type of Identification and Number)
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Notary Public Signature cs
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coPrinted Name of Notary Public
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Notary Commission Number/Expiration
The signee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein, the truth and accuracy of
this affidavit to interrogatories hereinafter made. v
RFP16-6598 Landscape Architects
Packet Pg. 873
16.A.24.b
Collier County
AdminstratSen ces Geparnent Q'
event 5et,:is-a Gniso:i U
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Attachment 6: Consultant Substitute W—9
Request for Taxpayer Identification Number and Certification
a)
In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following
information for tax reporting purposes from individuals and companies who do business with the County(including
social security numbers if used by the individual or company for tax reporting purposes). Florida Statute
119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be
used for no other purpose than herein stated. Please complete all information that applies to your business and 0
return with your quote or proposal.
1. General Information (provide all information)
Taxpayer Name
(as shown on income tax return)
T.
Business Name
(if different from taxpayer name)
Address City U
State Zip `c
Telephone FAX Email
0
Order Information Remit/Payment Information
Address Address E
City State Zip City State Zip
FAX FAX
Email Email c
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2. Company Status (check only one) CD
0
_Individual/Sole Proprietor Corporation Partnership �—
Tax Exempt(Federal income tax-exempt entity Limited Liability Company
under Internal Revenue Service guidelines IRC y
501 (c)3) Enter the tax classification
(D=Disregarded Entity, C=Corporation, P=Partnership) i
d
3. Taxpayer Identification Number(for tax reporting purposes only) 0.cts
0
Federal Tax Identification Number(TIN)
J
(Consultants who do not have a TIN,will be required to provide a social security number prior to an award). co
4. Sign and Date Form: Certification: Under penalties of perjury, I certify that the information shown on this form is correct to co
my knowledge.
Signature Date
a+
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Title Phone Number v
CO
RFP16-6598 Landscape Architects
Packet Pg. 874
16.A.24.b
Gottier County
Administrative Services Department
Procurement Services Dlvssion Q
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Attachment 7: Insurance and Bonding Requirements
Insurance I Bond Type Required Limits
1. ®Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government
Compensation Statutory Limits and Requirements
2. ® Employer's Liability $100,000 single limit per occurrence
3. ® Commercial General Bodily Injury and Property Damage °;
Liability(Occurrence Form)
patterned after the current $1,000,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury
ISO form Liability and Property Damage Liability. This shall include Premises and
Operations; Independent Contractors; Products and Completed Operations
and Contractual Liability. ca
4. ® Indemnification To the maximum extent permitted by Florida law, the Contractor/Consultant
shall indemnify and hold harmless Collier County, its officers and employees12
from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys'fees and paralegals'fees, to the extent c
caused by the negligence, recklessness, or intentionally wrongful conduct of o
the Contractor/Consultant or anyone employed or utilized by the
Contractor/Consultant in the performance of this Agreement.
4. ®Automobile Liability $ 500,000 Each Occurrence; Bodily Injury& Property Damage, E
Owned/Non-owned/Hired; Automobile Included
5. ® Other insurance as ❑ United States Longshoreman's and Harborworker's Act coverage shall be
noted: maintained where applicable to the completion of the work.
$ Per Occurrence c
❑ Maritime Coverage(Jones Act) shall be maintained where applicable to
the completion of the work. co
$ Per Occurrence
❑ Aircraft Liability coverage shall be carried in limits of not less than
$5,000,000 each occurrence if applicable to the completion of the Services
under this Agreement.
$ Per Occurrence
a)
❑ Pollution $ Per Occurrence °-
U
® Professional Liability $1,000,000 per claim and in
the aggregate as
• $1,000,000 per claim and in the aggregate col
• $2,000,000 per claim and in the aggregate ,n'
❑ Project Professional Liability
$ Per Occurrence
c
❑ Employee Dishonesty/Crime $ Per Occurrence
Including Employee Theft, Funds Transfer Fraud, Include a Joint Loss c
Payee endorsement naming Collier County.
RFP16-6598 Landscape Architects
32
Packet Pg. 875
16.A.24.b
6. ❑ Bid bond Shall be submitted with proposal response in the form of certified funds,
cashiers'check or an irrevocable letter of credit, a cash bond posted with the
County Clerk, or proposal bond in a sum equal to 5% of the cost proposal. All
checks shall be made payable to the Collier County Board of County
Commissioners on a bank or trust company located in the State of Florida and
insured by the Federal Deposit Insurance Corporation. a.
7. ❑ Performance and For projects in excess of$200,000, bonds shall be submitted with the
Payment Bonds executed contract by Proposers receiving award, and written for 100% of the
Contract award amount,the cost borne by the Proposer receiving an award.
The Performance and Payment Bonds shall be underwritten by a surety
authorized to do business in the State of Florida and otherwise acceptable to F—
Owner; provided, however, the surety shall be rated as "A-"or better as to
general policy holders rating and Class V or higher rating as to financial size
ii
category and the amount required shall not exceed 5% of the reported policy cs.
holders' surplus, all as reported in the most current Best Key Rating Guide, rn
published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New
York 10038. ca
8. ® Consultant shall ensure that all subcontractors comply with the same insurance requirements that he is N
required to meet. The same Consultant shall provide County with certificates of insurance meeting the t
required insurance provisions. c
9. ® Collier County must be named as "ADDITIONAL INSURED" on the Insurance Certificate fo u
Commercial General Liability where required.
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10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board o
County Commissioners in Collier County, OR Collier County Government, OR Collier County. Th( o
Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description m
or must read: For any and all work performed on behalf of Collier County.
a)
11. ® Thirty (30) Days Cancellation Notice required.
a)
RLC 3/28/2016
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Consultant's Insurance Statement
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We understand the insurance requirements of these specifications and that the evidence of insurability may bE
required within five (5) days of the award of this solicitation.
L)
Name of Firm Date
a)
Consultant
Signature
a
Print Name
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Insurance Agency
Agent Name Telephone Number co
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CO
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a)
RFP16-6598 Landscape Architects
33
Packet Pg. 876
16.A.24.b
Co'it(ier County
Administrative Services Department
Procurement Services Division
Attachment 8: Reference Questionnaire
Solicitation: RFP 16-6598 Fixed Term Landscape Architectural Services y
Reference Questionnaire for:
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(Name of Company Requesting Reference Information)
(Name of Individuals Requesting Reference Information) x
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Name: Company: co-
(Evaluator completing reference questionnaire) (Evaluator's Company completing reference)
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Email: FAX: Telephone:
+
Collier County is implementing a process that collects reference information on firms and their key personnel to be used in r
the selection of firms to perform this project. The Name of the Company listed in the Subject above has listed you as a
client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of U
your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the firm/individual -a
again)and 1 representing that you were very unsatisfied (and would never hire the firm/indivdival again). If you do not
have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored "0."
0
Project Description: Completion Date:
Project Budget:- Project Number of Days: -
Item Citeria Score
1 Ability to manage the project costs (minimize change orders to scope).
2 Ability to maintain project schedule(complete on-time or early). N.
3 Quality of work.
4 Quality of consultative advice provided on the project.
5 Professionalism and ability to manage personnel.
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6 Project administration (completed documents, final invoice, final product turnover; a'
invoices; manuals or going forward documentation, etc.)
7 Ability to verbally communicate and document information clearly and succinctly. Q.
c,s
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8 Abiltity to manage risks and unexpected project circumstances. -a
9 Ability to follow contract documents, policies, procedures, rules, regulations, etc. -J
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10 Overall comfort level with hiring the company in the future(customer satisfaction). co
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TOTAL SCORE OF ALL ITEMS
Please FAX this completed survey to: By E
RFP16-6598 Landscape Architects
34
Packet Pg. 877
16.A.24.b
Gelber Comity
Administratve Services Department
Procurement Services Division
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Attachment 9: Debarment I Suspension
COLLIER COUNTY
Certification Regarding Debarment, Suspension, and Other Responsibility Matters
Primary Covered Transactions a
LL
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cy)
in
(1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment L
rendered against them for commission of fraud or a criminal offense in connection with obtaining, E.
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a 3
public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, -a
forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen ct
ro ert
(c)
property;
renot presently indicted for or otherwise criminally or civilly charged by a governmental entity 2
(Federal, State or local) with commission of any of the offenses enumerated in paragraph (I)(b) of this o
certification; and .
(d) Have not within a three-year period preceding this application/proposal had one or more public c
transactions (Federal, State or local)terminated for cause or default. c,
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(2) Where the prospective primary participant is unable to certify to any of the statements in this certification, o
such prospective participant shall attach an explanation to this proposal.
ce
r•.
0
Name Project Name
0
Title Project Number
Firm Tax ID Number
at
DUNS Number
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CO
Street Address, City, State, Zip
Signature
RFP16-6598 Landscape Architects
35
Packet Pg. 878
16.A.24.c
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Contract# 16-6598
"Fixed Term Landscape Architectural Services" a
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FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT is made and entered into this day of 2016, by
and between the Board of County Commissioners for Collier County, Florida, a political subdivision of X
the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Michael A. McGee, o
Landscape Architect, P.A. d/b/a McGee & Associates, authorized to do business in the State of
Florida, whose business address is 5079 Tamiami Trail East, Naples, Florida 34113 (hereinafter
referred to as the "CONSULTANT' and/or"CONTRACTOR"). o
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WITNESSETH: E
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WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape o
Architectural services expeditiously when a need arises in connection with a Collier County project;
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and .
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), o
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makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and 2
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
2"
Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a 5
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER.
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#16-6598"Fixed Term Landscape Archjtectural Services"
Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 879
16.A.24.c
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
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1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, o
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CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter r
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the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
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1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in o
conformance with the scope of services, which shall be described in a Work Order issued pursuant to cc
the procedures described herein. The form of the Work Order is set forth in attached Schedule A. .2
0
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all 4
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved c
in writing by the Board of County Commissioners of Collier County. Work order assignments for
selecting a firm are as follows: U
• MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking
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interested firms (all awarded firms will be invited to participate).
• For all other using departments/divisions, if project is less than $50,000, then any awarded
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firm may be selected.
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#16-6598"Fixed Term Landscape Arc arhirai S rvira
Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 880
1 6.A.24.c
• For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be 2
selected by informally interviewing, scoring and ranking the interested firms (all awarded firms
will be invited to participate).
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. J
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be .x
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to .
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
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said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and schedule for ci
performance of those Services, a Work Order shall be prepared which incorporates the terms of the o
understanding reached by the parties with respect to such Services and if both parties are in 1
agreement therewith, they shall jointly execute the Work Order. 0
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1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly F4_
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
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Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee e
a)
unto CONSULTANT that any specific amount of Services will be requested or required of a�
CONSULTANT pursuant to this Agreement.
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#16-6598"Fixed Term Landscape Architectural SPrvicea"
Michael A.McGee,Landscape Architect,P.A.d/b/a ry Packet Pg. 881
16.A.24.c
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Q1
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
such licenses as are required to do business in the State of Florida and in Collier County, Florida,
including, but not limited to, all licenses required by the respective state boards and other
governmental agencies responsible for regulating and licensing the professional Services to be
provided and performed by the CONSULTANT pursuant to this Agreement.
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1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a 3
professional service which, under Florida Statutes, requires a license, certificate of authorization or .2
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Michael McGee, President as its Principal in Charge c
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate N
CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority t
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to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
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#16-6598"Fixed Term Landscape Arc itartmral Sarviraa
Michael A.McGee, Landscape Architect,P.A.d/b/a Packet Pg. 882
16.A.24.c
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote g
whatever time is required to satisfactorily manage the services to be provided and performed by the
L
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge Q
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written 71
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 x
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any c
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any 0
applicable Work Order, said request may be made with or without cause. Any personnel so removed 3
must be immediately replaced with a person acceptable to OWNER.
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1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional landscape architectural services that will be required under this Agreement. The 8
5)
CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement ti
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 ordinances, codes, rules, regulations and
requirements of any governmental agencies, and the Florida Building Code where applicable, which
regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT
hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and a,
the Florida Public Records Law Chapter 119, including specifically those contractual requirements at c
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F.S. § 119.0701(2)(a)-(b) as stated as follows:
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#16-6598"Fixed Term Landscape Arc ifArh Ira!gArvirRc'
Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 883
1 6.A.24.c
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF 3
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102 a
Naples, FL 34112-5746
Telephone: (239) 252-8383
The Contractor must specifically comply with the Florida Public Records Law to:
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1. Keep and maintain public records required by the public agency to perform the service.
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2. Upon request from the public agency's custodian of public records, provide the public agency
with a copy of the requested records or allow the records to be inspected or copied within a
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reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise
provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public records o
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the Contractor does not transfer the g
records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in
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possession of the Contractor or keep and maintain public records required by the public agency
to perform the service. If the Contractor transfers all public records to the public agency upon <-0;
completion of the contract, the Consultant shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the Contractor
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keeps and maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored electronically must be t
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provided to the public agency, upon request from the public agency's custodian of public
6 ®�
#16-6598"Fixed Term Landscape Arc itartitrai Sarvirac"
Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 884
16.A.24.c
records, in a format that is compatible with the information technology systems of the public
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agency.
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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 E
immediately.
In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of
such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each
such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its y
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obligation to deliver complete and accurate documents necessary for successful completion of the T.
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Services required under the subject Work Order.
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1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount o
for the following: Tasks not completed within the expressed time frame, including required
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deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal g
requirements and/or codes and ordinances applicable to Consultant's performance of the work as ti
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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
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not the County obtained substitute performance. a
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#16-6598"Fixed Term Landscape Arc t eniral Services"
Michael A.McGee,Landscape Architect,P.A.d/b/a l Packet Pg. 885
16.A.24.c
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
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organization, without OWNER'S prior written consent, or unless incident to the proper performance of s
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings a
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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 E
employees, agents, subconsultants and subcontractors to comply with the provisions of this 7,
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
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1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
7
submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida 6
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State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference U
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
0
GPS Network as provided by OWNER. Information layers shall have common naming conventions
t e. right-of-way ROW, centerlines - CL, edge-of-pavement - EOP, etc , and adhere to
(�� 9 Y - ) industry
standard CAD specifications.
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ARTICLE 2 N
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, 7,5
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
0
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional ,
Services. With respect to the individuals with authority to authorize Additional Services under this e
Agreement, such authority will be as established in OWNER'S Procurement Ordinance and
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#16-6598"Fixed Term Landscape Arc itectural Services"
Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 886
16.A.24.c
Procedures in effect at the time such services are authorized. Except in an emergency endangering i
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life or property, any Additional Services must be approved in writing via an Amendment or Change 1E
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for w
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 E
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work 0
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is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order. a>
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 0
document the consequences of the changes or variations, provided that CONSULTANT has delivered 3
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
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knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written 2
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
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to its compensation or time of performance under the subject Work Order.
ARTICLE 3
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OWNER'S RESPONSIBILITIES ca)
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3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to I
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not t
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#16-6598"Fixed Term Landscape Architectural Se est
Michael A.McGee,Landscape Architect,P.A.d/b/a 7 Packet Pg. 887
I6.A.24.c
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
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the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
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(b) The time the CONSULTANT is obligated to commence and complete all such co
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
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3.2 The Project Manager shall:
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in E
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accordance with this Agreement; 0
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S E
requirements for the Services specified in the Work Order, including design 8
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objectives and constraints, space, capacity and performance requirements, ti
flexibility and expandability, and any budgetary limitations; `
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at 1?)
CONSULTANT'S disposal all available information in the OWNER'S possession
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pertinent to the Services specified in the Work Order, including existing drawings, .12
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specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
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#16-6598"Fixed Term Landscape Architectural Services"
Michael A.McGee,Landscape Architect,P.A.d/b/a t Packet Pg. 888
16.A.24.c
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by 1E
CONSULTANT under the subject Work Order; and
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(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the 4
OWNER with respect to the Services to be rendered by CONSULTANT E
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services t
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to ti
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the 3
performance of the Services under each Work Order.
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4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
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Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its 8
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of r
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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
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of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services a
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from any cause whatsoever, including those for which OWNER may be responsible in whole or in 2
11
#16-6598"Fixed Term Landscape Arc itectural Services"
Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 889
16.A.24.c
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or 2-
t3
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. fi
This paragraph shall expressly apply to claims for early completion, as well as claims based on late E
completion. CS
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4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services m
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to E-
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work i,
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
0
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing o
a)
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1) .
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both Q
parties.
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#16-6598"Fixed Term Landscape Architectural Services"
Michael A.McGee,Landscape Architect,P.A.d/b/a M Packet Pg. 890
16.A.24.c
ARTICLE 5
COMPENSATION -92
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5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
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rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project J
Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the 0
following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred cci
from the County to the Consultant; and, as a business practice there are no hourly or material E'
invoices presented, rather, the Consultant must perform to the satisfaction of the County's project 13.
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manager before payment for the fixed price contract is authorized. 0
Time and Materials: The County agrees to pay the contractor for the amount of labor time
spent by the Consultant 's employees and subcontractors to perform the work (number of hours times c
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hourly rate), and for materials and equipment used in the project (cost of materials plus the
contractor's mark up). This methodology is generally used in projects in which it is not possible to E
accurately estimate the size of the project, or when it is expected that the project requirements would E
most likely change. As a general business practice, these contracts include back-up documentation N
of costs; invoices would include number of hours worked and billing rate by position (and not cS
company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and a
other reimbursable documentation for the project.
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
specified in the Work Order, statement of charges for the Services performed and rendered by gi
CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as Q
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly 1
13
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statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the E
a
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if a
any).
5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply 12
only to projects procured under the Time and Materials pricing methodology specified in paragraph ii
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5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in r
conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as t
directed by OWNER.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable (F)
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
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)erformance of the Services, at its direct cost with no markup; to the extent such reimbursement is c
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permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the E
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with each N
Work Order, except for local travel within Collier or Lee Counties, as provided c'
in Section 112.061, F.S., and all Contract-related mileage for trips that are Q
from/to destinations outside of Collier or Lee Counties approved by OWNER. 5
5.2.2.2 Expenses for reproducing documents that exceed the number of documents
described in this Agreement and postage and handling of Drawings and a
Specifications, including duplicate sets at the completion of each Work Order g
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for the OWNER'S review and approval.
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Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 892
I6.A.24.c
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5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
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5.2.2.4. Expense of models for the OWNER'S use. a
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5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work J
Order required under the applicable Work Order.
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5.2.2.6 Other items on request and approved in writing by the OWNER. iz
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by N
CONSULTANT will be deemed to be a reimbursable expense. L
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized 3
reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 2
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5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and E
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services ';-;"1--
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to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly -
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supply such estimate to OWNER based on CONSULTANT'S good faith analysis. Q
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and Q
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subcontractors.
15 CAI,
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16.A.24.c
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
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Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by E
OWNER. CO
5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and E
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approval of invoices submitted on the date of services or within six (6) months after completion of 152
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- x
payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the 04
essence with respect to the timely submission of invoices under this agreement.
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5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. lE
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ARTICLE 6 P.
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OWNERSHIP OF DOCUMENTS 0
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6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
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data, other than working papers, prepared or developed by or for CONSULTANT under the applicable =!
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible 5
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own .12
expense, may retain copies of the Project Documents for its files and internal use.
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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,
16 CAu
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Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 894
16.A.24.c
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable 3
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authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Q
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or E
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for 71)
review and information to various third parties and hereby consents to such use by OWNER.
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ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT ra
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the o
17.3
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to 8
audit, inspect and copy all such records and documentation as often as they deem necessary during ti
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. -
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7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each E
principal and employee of CONSULTANT in performing the Services and therein specifying the <
services performed by each, with all such time records to be kept within one-half of an hour. At the I
17 CAO
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Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 895
16.A.24.c
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or E
payment of any reimbursable expenses. I
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ARTICLE 8
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INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless r
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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 9
INSURANCE ••
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract a
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Documents, insurance of the types and in the amounts described herein and further set forth in 2
Schedule C to this Agreement.
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9.2 All insurance shall be from responsible companies duly authorized to do business in the State E'
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of Florida.
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16.A.24.c
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 cta
policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of 3
this Agreement shall name Collier County Government, Collier County, Florida, as an additional g
insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions. o
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9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
OWNER for payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- 2
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insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained I
by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form --
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patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this
Agreement.
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9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be 14
construed in accordance with the laws of the State of Florida.
7
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for 2
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.
19 !'�
#16-6598"Fixed Term Landscape Arciiitarfi.ral Conti 00
Michael A.McGee,Landscape Architect,P.A.d/b/a I1 Packet Pg. 897
16.A.24.c
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. J
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI"
or higher. i
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ARTICLE 10
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SERVICES BY CONSULTANT'S OWN STAFF
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10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, 0
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unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
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the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, o
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, w
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
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party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel 3.
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each a
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subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All E
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20 #16-6598"Fixed Term Landscape Architectural Se c4
Michael A.McGee,Landscape Architect,P.A.d/b/a q Packet Pg. 898
16.A.24.c
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
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10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. c
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By appropriate written agreement, the CONSULTANT shall require each subconsultant or 3
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to 45
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work X
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
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CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
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nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
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11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
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constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
21
#16-6598"Fixed Term Landscape Arc itectural Services',,,.
Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 899
16.A.24.c
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of a
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
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OWNER'S rights against CONSULTANT. E
ARTICLE 12
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TERMINATION OR SUSPENSION
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12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of ,o
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termination, except that Services specified to be performed under a previously issued Work Order, 5
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shall proceed to completion under the terms of this Agreement. 0
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12.2 CONSULTANT shall be considered in material default of this Agreement and such default will o
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be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified 2
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
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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 E
22 #16-6598"Fixed Term Landscape Architectural Services`( I
Michael A.McGee,Landscape Architect,P.A.d/b/a q Packet Pg. 900
16.A.24.c
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so a-
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terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the a
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or x
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in g
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
:st'against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 0
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the 8
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be r
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT ((;)
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
a)
reasonably possible.
23 C:".„0)
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12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER 2
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 Q
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be F
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written x
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so 0
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.
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12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
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five (45) days after such payment is due as set forth in the Work Order or such other time as required E
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material o
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written 8
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject r,
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
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notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of 81
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within t
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
24 d
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Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg.902
16.A.24.c
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
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recover from the Owner payment for Services performed through the termination date, but in no event s
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from Q
Owner.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
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13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or l
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 E
or making of this Agreement or any subsequent Work Order. o
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT ;
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the o
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set 2
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work ,t
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit <
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
25 #16-6598"Fixed Term Landscape Architd�a'�
ectural Servi0
Michael A.McGee,Landscape Architect,P.A.d/b/a r� Packet Pg. 903
16.A.24.c
Order. z
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ARTICLE 14 E
CONFLICT OF INTEREST
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14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either .
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direct or indirect, which would conflict in any manner with the performance of Services required 12
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hereunder. CONSULTANT further represents that no persons having any such interest shall be 1
employed to perform those Services.
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ARTICLE 15
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MODIFICATION
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15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
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ARTICLE 16 E
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NOTICES AND ADDRESS OF RECORD 0
16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to N
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal g
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners
Collier County Florida c)
Procurement Services Division
3327 Tamiami Trail East
Naples, FL 34112
Attention: Allison Kearns, Interim Director, Procurement Services Division E
Telephone: 239-252-8407 Fax: 239-252-6480
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Michael A.McGee,Landscape Architect,P.A.d/b/a Packet Pg. 904
16.A.24.c
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the 2
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United 1E
States Postal Service Department, first class mail service, postage prepaid, addressed to the i
following CONSULTANT'S address of record:
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Michael A. McGee, Landscape Architect, P.A.
d/b/a McGee &Associates -�
5079 Tamiami Trail East
Naples, Florida 34113
Telephone: (239) 417-0707 0
Attn: Michael A. McGee, President
mcgeeassoc(a aol.com
16.3 Either party may change its address of record by written notice to the other party given in tj
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accordance with requirements of this Article. 0
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ARTICLE 17
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MISCELLANEOUS 0
17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and
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assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
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17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof N
shall impair the rights or liabilities of either party.
2
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. f
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16.A.24.c
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this g
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or s
change the provisions in such Articles, Schedules, Parts and Attachments. Q
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the J
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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 x
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prior agreements or understanding shall have no force or effect whatever on this Agreement. 0
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17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall ti
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survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any E
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Work Order that extends beyond the expiration date of this Agreement will survive and remain subject
to the terms and conditions of this Agreement until the completion or termination of the Work Order. E
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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.
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17.9 The terms and conditions of the following Schedules attached hereto are by this reference r;
incorporated herein:
Schedule A WORK ORDER FORM
2
Schedule B RATE SCHEDULE
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Schedule C INSURANCE COVERAGE 5
Schedule D TRUTH IN NEGOTIATION CERTIFICATE r
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RFP # 16-6598 Including Scope of Services, Terms and Conditions
Consultant's Proposal
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1 6.A.24.c
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ARTICLE 18
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APPLICABLE LAW
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18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, g.
and by such laws, rules and regulations of the United States as made applicable to Services funded J
by the United States government. Any suit or action brought by either party to this Agreement against 12
the other party relating to or arising out of this Agreement must be brought in the appropriate federal .x
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such o
matters.
ARTICLE 19 as
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SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or .2
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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,
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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 E
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or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and is
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deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each 2
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates
and other factual unit costs.
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16.A.24.c
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
49
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, E
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, co
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."
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ARTICLE 20
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DISPUTE RESOLUTION
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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 N
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the c:
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
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CONSULTANT with full decision-making authority and by OWNER'S staff person who would make g
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the presentation of any settlement reached at mediation to OWNER'S board for approval. Should a
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#16-6598"Fixed Term Landscape Arc ito .iral Confirac
Michael A.McGee, Landscape Architect,P.A.d/b/a� rtPacket Pg. 908
16.A.24.c
either party fail to submit to mediation as required hereunder, the other party may obtain a court order 2.
requiring mediation under section 44.102, Fla. Stat.
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ARTICLE 21 a
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IMMIGRATION LAW COMPLIANCE
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21.1 By executing and entering into this agreement, the Consultant is formally acknowledging F
without exception or stipulation that it is fully responsible for complying with the provisions of the X
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations g
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws t
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately. 0
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16.A.24.c
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for 2
Fixed Term Landscape Architectural Services the day and year first written above.
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ATTEST: BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
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By:
Date: By:
Donna Fiala, Chairman r
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Approved as to Form and Legality
ssistant County Attorney
Michael A. McGee, Landscape Architect, P.A. d/b/a
McGee & Associates
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By:
Witness
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Typed Name and Title Typed Name and Title o
Witness
Typed Name and Title
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#16-6598"Fixed Term Landscape Arc itectural Services"
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16.A.24.c
SCHEDULE A ci
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WORK ORDER a)
Contract 16-6598"Fixed Term Landscape Architectural Services"
Contract Expiration Date: , 201 Q
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This Work Order is for professional(describe) services for work known as: co
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Project Name: c
Project No: -J
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The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. t°'
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is m
assigned to: Name of Firm x
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Scope of Work: As detailed in the attached proposal and the following: 06
* Task I - a)
* Task II T
* Task III Tt
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Schedule
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this
Work Order, The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 y
will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this o
Work Order. o
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Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance 3
with following method(s): [Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) OTime & 0
Material (T&M) (established hourly rate—Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used °
for which tasks) as provided in the attached proposal. o
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Task I $ _
Task II $ E
Task III $ E
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TOTAL FEE $
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PREPARED BY: o
Name and Title Date N
APPROVED BY:
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(Dept Name) , Division Director Date u
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APPROVED BY: Q
type name, Department Administrator Date
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Bythe signature below,the Firm(includingemployees, officers and/or agents)certifies, and herebydiscloses,that,to the best of their knowledge and
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belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise)which 7
relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed.
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Additionally, the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that E
arises during the Work Order and/or project duration. a)
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ACCEPTED BY: (Company Name) <t
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Name&Title of Authorized Company Officer Date
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16.A.24.c
SCHEDULE B
RATE SCHEDULE
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Title Rates J
Principal/Sr Landscape Architect $ 150.00
Landscape Architect $ 125.00
Design Associate $ 90.00
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Auto cad Technician $ 70.00 c'
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Administrative $ 60.00
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The above hourly rates are applicable to Time and Materials projects only and may not c)
be all inclusive. Additional hourly rates for other personnel may be added upon mutual o
agreement in advance and in writing by the Project Manager and the Consultant,
without further Board approval.
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16.A.24.c
SCHEDULE C tv-
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 c
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responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility. w
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(2) The insurance required by this Agreement shall be written for not less than
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the limits specified herein or required by law, whichever is greater.
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(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
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(4) Simultaneously with the execution and delivery of this Agreement by
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CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
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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 E'
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provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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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
#16-6598"Fixed Term Landscape Architectural Services"
Michael A.McGee,Landscape Architect, P.A.,d/b/a McGee&,
Packet Pg. 913
16.A.24.c
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by as
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 N
Agreement.
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(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER °
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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
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maintain, until the completion of the subconsultant's services, insurance of the types v
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
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Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&I I Packet Pg.914
16.A.24.c
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, a
nor shall it be responsible for the coverages purchased or the insurance company or ra
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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.
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(9) If the initial, or any subsequently issued Certificate of Insurance expires
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prior to the completion of the Services required hereunder or termination of theCD
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Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
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business days after the renewal of the policy(ies). Failure of the Contractor to provide -0
the OWNER with such renewal certificate(s) shall be deemed a material breach by
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CONSULTANT and OWNER may terminate the Agreement or any subsequently issued 0
Work Order for cause.
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WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
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Required by this Agreement? X Yes No
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(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
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b. Employers' Liability (check one, if applicable)
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#16-6598"Fixed Term Landscape Architectural Services" (7,70,
Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&
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16.A.24.c
X $100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
COMMERCIAL GENERAL LIABILITY J
Required by this Agreement? X Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis, 05
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, c
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including o
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than o
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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:
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X Single Limit per Occurrence $1,000,000 0
Products/Completed Operations Aggregate $2,000,000
Aggregate $2,000,000
(2) The General Aggregate Limit shall apply separately to this Project and the 2
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policy shall be endorsed using the following endorsement wording. "This endorsement 7-0
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
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#16-6598"Fixed Term Landscape Architectural Services"
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16.A.24.c
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
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to any similar coverage carried by the OWNER.
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X Applicable Not Applicable
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AUTOMOBILE LIABILITY INSURANCE
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Required by this Agreement? X Yes No
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT 0
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
limits of not less than:
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X Bodily Injury & Property Damage- $ 500,000
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UMBRELLA LIABILITY
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(1) Umbrella Liability may be maintained as part of the liability insurance of
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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.
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(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
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"drop down" to apply as primary insurance. L
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16.A.24.c
PROFESSIONAL LIABILITY INSURANCE
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Required by this Agreement? X Yes No
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(1) Professional Liability Insurance shall be maintained by the CONSULTANT011
to insure its legal liability for claims arising out of the performance of professional 0
services under this Agreement. CONSULTANT waives its right of recovery against E
OWNER as to any claims under this insurance. Such insurance shall have limits of not 13
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less than:
X $1,000,000 each claim and in the aggregate
Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. 0
(2) The CONSULTANT shall continue this coverage for a period of not less cri
than five (5) years following completion of all Services authorized under this Agreement. o
(3) The policy retroactive date will always be prior to the date services were c
first performed by CONSULTANT or OWNER under this Agreement, and the date will
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not be moved forward during the term of this Agreement and for five years thereafter.
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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
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than a twenty percent (20%) reduction in the aggregate limit of any policy,
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CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
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16.A.24.c
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
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policy if requested by OWNER.
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VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
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documents in an amount sufficient to cover the cost of recreating or reconstructing
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valuable papers or records utilized during the term of this Agreement.
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PROJECT PROFESSIONAL LIABILITY
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(1) If OWNER notifies CONSULTANT that a project professional liability 0
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
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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 o
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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 co
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,
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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
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Michael A.McGee,Landscape Architect,P.A.,d/b/a McGee&1 Packet Pg. 919
16.A.24.c
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
0.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. x
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, o
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CONSULTANT to be insured will be notified and OWNER will provide professional 3
liability insurance, naming CONSULTANT and its professional subconsultants as .2
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named insureds.
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SCHEDULED
TRUTH IN NEGOTIATION CERTIFICATE
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In compliance with the Consultants' Competitive Negotiation Act, Section 287.055,
Florida Statutes, Michael A. McGee, Landscape Architect, P.A. d/b/a McGee &
Associates, hereby certifies that wages, rates and other factual unit costs supporting the
compensation for the services of the CONSULTANT to be provided under the
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Professional Services Agreement, concerning 16-6598 Fixed Term Landscape
Architectural Services are accurate, complete and current as of the time of
contracting.
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P.A. d/b/a McGee & Associates o
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16.A.24.d
Contract# 16-6598
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"Fixed Term Landscape Architectural Services"
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FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT is made and entered into this day of 2016, by as
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 Goetz+Stropes
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Landscape Architects, Inc., authorized to do business in the State of Florida, whose business address o
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is 185 10th Street South, Naples Florida 34102 (hereinafter referred to as the "CONSULTANT" and/or 25
"CONTRACTOR").
WITNESSETH:
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WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape o
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Architectural services expeditiously when a need arises in connection with a Collier County project;
and
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WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
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subdivision, such as the County; and n
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WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of t�
Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a
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fixed term basis as directed by OWNER for such projects and tasks as may be required from time to aL
time by OWNER.
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#16-6598"Fixed Term Landscape Arctjtectural Services"
Goetz+Stropes Landsl Packet Pg. 922
16.A.24.d
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained a,
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
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1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter Tt
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the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by L
written Amendment or Change Order as hereafter provided.
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1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in o
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A. E
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all 13
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges r
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in .
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
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in writing by the Board of County Commissioners of Collier County. Work order assignments for
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selecting a firm are as follows: o
• MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking
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interested firms (all awarded firms will be invited to participate).
• For all other using departments/divisions, if project is less than $50,000, then any awarded c)
firm may be selected.
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• For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be ,
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selected by informally interviewing, scoring and ranking the interested firms (all awarded firms 703
will be invited to participate).
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. x
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CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be to
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
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1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, E
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement o
with respect to such Services, including, but not limited to the scope, compensation and schedule for E
performance of those Services, a Work Order shall be prepared which incorporates the terms of the U
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understanding reached by the parties with respect to such Services and if both parties are in
agreement therewith, they shall jointly execute the Work Order.
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4,31.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
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provide the Services required thereby, in accordance with the terms of this Agreement and the subject
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Work Order. r
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1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the c?
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. `)
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3
#16-6598"Fixed Term Landscape Architectural Services"
Goetz+Stropes Land Packet Pg. 924
16.A.24.d
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this a)
Q.
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference. X
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1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all E
v;
such licenses as are required to do business in the State of Florida and in Collier County, Florida, Tt
including, but not limited to, all licenses required by the respective state boards and other i
_
governmental agencies responsible for regulating and licensing the professional Services to be
provided and performed by the CONSULTANT pursuant to this Agreement.
0
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 E
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Ellin Goetz, FASLA as its Principal in Charge (hereinafter 2
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all 3
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will o
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
0
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). c?
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 Q
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
4 C l
#16-6598"Fixed Term Landscape Arch'tectural Servic s101
Goetz+Stropes Lands Packet Pg. 925
16.A.24.d
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge JE
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
x
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
u5
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors o
'r3
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any °
0
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER. `)
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional landscape architectural services that will be required under this Agreement. The v
a)
CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement y
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 o
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and
0
requirements of any governmental agencies, and the Florida Building Code where applicable, which
_
regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT g
hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and
_
the Florida Public Records Law Chapter 119, including specifically those contractual requirements at E
F.S. § 119.0701(2)(a)-(b) as stated as follows:
(C1,2
5
#16-6598"Fixed Term Landscape ArcI Jtecturai Services"
Goetz+Stropes Lands Packet Pg. 926
16.A.24.d
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
E
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
0
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the service.
w
2. Upon request from the public agency's custodian of public records, provide the public agency
with a copy of the requested records or allow the records to be inspected or copied within a I
0
reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise o
provided by law.
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3. Ensure that public records that are exempt or confidential and exempt from public records
C'
disclosure requirements are not disclosed except as authorized by law for the duration of the
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contract term and following completion of the contract if the Contractor does not transfer the $-
Q
records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in 3
possession of the Contractor or keep and maintain public records required by the public agency
to perform the service. If the Contractor transfers all public records to the public agency upon It I
C
completion of the contract, the Consultant shall destroy any duplicate public records that are c?
exempt or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of public r
6 #16-6598"Fixed Term Landscape Arc itprh,rai Spry C�
Goetz+Stropes Land Packet Pg. 927
16.A.24.d
records, in a format that is compatible with the information technology systems of the public a
agency. 0
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 x
ii
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immediately.
In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of
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such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each
0
such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its u
obligation to deliver complete and accurate documents necessary for successful completion of the
0
Services required under the subject Work Order. 0
0
1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount 8
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 1
cc
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 N
make sole determination regarding deductions. After notification of deficiency, if the Consultant fails 2
to correct the deficiency within the specified timeframe, these funds would be forfeited by the
0
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.
c
7 €.1s:t.y#16-6598"Fixed Term Landscape ArcIrfortItral Sarvira
Goetz+Stropes Land Packet Pg. 928
16.A.24.d
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or a,
co
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
a)
Services to berendered by CONSULTANT hereunder, and CONSULTANT shall require all of its r
06.
employees, agents, subconsultants and subcontractors to comply with the provisions of this q,
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paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
co1.9 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 tLif
CS
State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference 2
0
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
0
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 N
standard CAD specifications.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT o
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2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional a
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Procurement Ordinance and
$ #16-6598"Fixed Term Landscape Arcl1itPrtural Service '
Goetz+Stropes Land Packet Pg. 929
16.A.24.d
Procedures in effect at the time such services are authorized. Except in an emergency endangering a,
life or property, any Additional Services must be approved in writing via an Amendment or Change a
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
113
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 r
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work 2
T
is not additional but rather a part of the Services originally required of CONSULTANT under the N
subject Work Order. E.
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2.2 If OWNER determines that a change in a Work Order is required because of the action taken 3
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 2
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
0
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 E-
a)a)
to its compensation or time of performance under the subject Work Order.
ARTICLE 3 0
OWNER'S RESPONSIBILITIES
0
i
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as 7
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
9 #16-6598"Fixed Term Landscape Arc ifrarh.ral C0ruiriDc"0�
Goetz+Stropes Land Packet Pg. 930
16.A.24.d
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have a,
a
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
J
(a) The scope of Services to be provided and performed by the CONSULTANT as E
set forth in the Work Order;
U-
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the 11
CONSULTANT as set forth in the Work Order. o
U
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the o
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement; 0
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
0
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements, y
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at o
CONSULTANT'S disposal all available information in the OWNER'S possession
0
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other E
data relative to the subject Work Order;
10 S#16-6598"Fixed Term Landscape Arct itpcti,ral Sprvirpc
Goetz+Stropes Landsl Packet Pg. 931
16.A.24.d
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by 43
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
x
OWNER with respect to the Services to be rendered by CONSULTANT r
hereunder.
ARTICLE 4
TIME ;
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services ccl
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
0
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the 6
performance of the Services under each Work Order. f
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4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, 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
0
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which CONSULTANT may have had to request a time extension for that specific delay.
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4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, a,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
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from any cause whatsoever, including those for which OWNER may be responsible in whole or in
11 cAo
#16-6598"Fixed Term Landscape Arcl}itartural RPrvi
Goetz+Stropes Lands Packet Pg. 932
16.A.24.d
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or a,
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. -0
This paragraph shall expressly apply to claims for early completion, as well as claims based on late r
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services f5'
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to 0
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the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all 3
payments due and owing to the CONSULTANT under this Agreement (including any and all Work I,
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
0
performance is or will shortly be back on schedule. cc
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be N
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder. o
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4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of E
E
the Agreement period have been completed. This Agreement may be renewed for an additional three Etn
(3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both
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parties.
12 �Ap
#16-6598"Fixed Term Landscape ArcI-it rfitral carvira "
Goetz+Stropes Lands h Packet Pg. 933
16.A.24.d
ARTICLE 5
COMPENSATION
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5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
i-
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project
Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the o
following Price Methodologies: tO
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred if
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from the County to the Consultant; and, as a business practice there are no hourly or material o
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invoices presented, rather, the Consultant must perform to the satisfaction of the County's project 3
manager before payment for the fixed price contract is authorized. °
Time and Materials: The County agrees to pay the contractor for the amount of labor time g
spent by the Consultant 's employees and subcontractors to perform the work (number of hours times
0
hourly rate), and for materials and equipment used in the project (cost of materials plus the i
contractor's mark up). This methodology is generally used in projects in which it is not possible to N
accurately estimate the size of the project, or when it is expected that the project requirements would p
most likely change. As a general business practice, these contracts include back-up documentation
of costs; invoices would include number of hours worked and billing rate by position (and not
0
L
company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and N
other reimbursable documentation for the project. c°�
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
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specified in the Work Order, statement of charges for the Services performed and rendered by
CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as co
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly r
13tiA®�
#16-6598"Fixed Term Landscape Arc itecturai Services
Goetz+Stropes Land Packet Pg.934
16.A.24.d
statement shall be in such form and supported by such documentation as may be required by a)
CO3
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the ig
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
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5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply g
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only to projects procured under the Time and Materials pricing methodology specified in paragraph
5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in
conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as o
directed by OWNER.
(135.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable 2
0
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S 41
performance of the Services, at its direct cost with no markup; to the extent such reimbursement is
0
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
ti
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the N
CONSULTANT as follows: O.
cif5.2.2.1. Expenses of transportation and living when traveling in connection with each 3
Work Order, except for local travel within Collier or Lee Counties, as provided Q
0
L
in Section 112.061, F.S., and all Contract-related mileage for trips that are
a-.
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of documents
described in this Agreement and postage and handling of Drawings and <
a.:
Specifications, including duplicate sets at the completion of each Work Order E
for the OWNER'S review and approval.
14
#16-6598"Fixed Term Landscape Archlitectural Services"
Goetz+Stropes Lands Packet Pg.935
16.A.24.d
5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
a-
advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work x
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Order required under the applicable Work Order. 0
5.2.2.6 Other items on request and approved in writing by the OWNER.
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5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
0
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by 0
CONSULTANT will be deemed to be a reimbursable expense.
0
5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
d
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
Q
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services J
D
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly 8-
(7)
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
0
0
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
E
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
a
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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15
#16-6598"Fixed Term Landscape Architectural Services"
Goetz+Stropes Land Packet Pg. 936
16.A.24.d
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
CL
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Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
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5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and x
csLL
approval of invoices submitted on the date of services or within six (6) months after completion of oaf
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- to
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. o
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5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
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ARTICLE 6 7
OWNERSHIP OF DOCUMENTS
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6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
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CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable .
a1
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such o
V/
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
0
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own c?
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, 5
a
16
#16-6598"Fixed Term Landscape Arc itectnral Services"
Goetz+Stropes Land Packet Pg.937
16.A.24.d
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable a,
a-
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to a
CIS
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
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X
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
tO
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7 0
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MAINTENANCE OF RECORDS
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7.1 CONSULTANT will keep adequate records and supporting documentation which concern or o
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT E
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
a
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, •.
T.;
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
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a.
audit, inspect and copy all such records and documentation as often as they deem necessary during y
the period of this Agreement and during the five (5) year period noted above, or such later date as 3
may be required by law; provided, however, such activity shall be conducted only during normal o
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business hours.
0
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
E
services performed by each, with all such time records to be kept within one-half of an hour. At the F
17
#16-6598"Fixed Term Landscape Architectural Services"
Goetz+Stropes Land Packet Packet Pg. 938
16.A.24.d
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
a.
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8
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INDEMNIFICATION c
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8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless Tt
-(1)-
OWNER,
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 0
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
0
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation .o
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may E
be available to an indemnified party or person described in this paragraph. 0
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ARTICLE 9C.
d
INSURANCE
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9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in (71
Schedule C to this Agreement. o
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
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of Florida. a
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18
#16-6598"Fixed Term Landscape Arc itectural Services"
Goetz+Stropes Land Packet Pg. 939
16.A.24.d
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 x
this Agreement shall name Collier County Government, Collier County, Florida, as an additional cg
insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions. 0
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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 I
responsibility and risk of CONSULTANT. o
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
0
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. o
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form LI
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this J
Agreement. o
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9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be o
construed in accordance with the laws of the State of Florida. i=
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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.
19 ��nJ
#16-6598"Fixed Term Landscape Arcn++ecrracptii
Goetz+Stropes Land: Packet Pg. 940
16.A.24.d
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
Q
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of E
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. X
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" E
or higher. _
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ARTICLE 10
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SERVICES BY CONSULTANT'S OWN STAFF 2
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10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, o
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of 2
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, o
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
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however, be construed as constituting an agreement between the OWNER and any such other E.
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third 2
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party any claim or right of action against the OWNER beyond such as may then otherwise exist 3
without regard to this Agreement. o
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10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel o
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All 5
20 CAO)
#16-6598"Fixed Term Landscape Arc itectural Servic "
Goetz+Stropes Land Packet Pg. 941
16.A.24.d
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or 0
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replaced without OWNER'S prior written consent. 13
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10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. t
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By appropriate written agreement, the CONSULTANT shall require each subconsultant or x
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subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to g
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
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Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the f.:---1
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CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the o
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OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the 3
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the °
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Services to be performed by the subconsultant or subcontractor so that the subconsulting or 4
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subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall E
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require each subconsultant or subcontractor to enter into similar agreements with its sub- &
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subconsultants or sub-subcontractors. o
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10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each N
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contract entered into between CONSULTANT and each subconsultant or subcontractor, however .
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nothing in this Agreement shall be construed to create any contractual relationship between OWNER o
and any subconsultant or subcontractor.
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ARTICLE 11 E'
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WAIVER OF CLAIMS w
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11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall ''
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constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it .41
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#16-6598"Fixed Term Landscape Arct�itartiIra.Sarvir"en]
Goetz+Stropes Landh Packet Pg. 942
16.A.24.d
against OWNER arising out of the Work Order or otherwise related to those Services, and except
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those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
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OWNER'S rights against CONSULTANT.
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ARTICLE 12
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TERMINATION OR SUSPENSION
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12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is U
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agreed that either party hereto shall at any and all times have the right and option to terminate this I
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Agreement by giving to the other party not less than thirty (30) days prior written notice of such o
.44
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of r
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termination, except that Services specified to be performed under a previously issued Work Order,
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shall proceed to completion under the terms of this Agreement.
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12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in a
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whole or in part, as further set forth in this section, for any of the following reasons: (a) 3
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified c°a
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to d
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be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
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officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
22 CAO
#16-6598"Fixed Term Landscape Arc itartural Rrarvi
Goetz+Stropes Land Packet Pg. 943
16.A.24.d
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of g
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is oi
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 »-gc;
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paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
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be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies 3
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below. E
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 8
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
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whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so 3
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT p
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or ti
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further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
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#16.6598"Fixed Term Landscape Arc if rtiural Rarvirac"
Goetz+Stropes Land Packet Pg. 944
1 6.A.24.d
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
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all original papers, records, documents, drawings, models, and other material set forth and described
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in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be o
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 0
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its schedule in accordance with the procedures set forth in Article Four herein. 3
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12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- .o
five (45) days after such payment is due as set forth in the Work Order or such other time as required oc
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
ce
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
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Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written'
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject N
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written .
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
0
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of <
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within E
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fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon <
24
#16-6598"Fixed Term Landscape Arcl7ifartnral caruirad'
Goetz+Stropes Lands packet Pg. 945
16.A.24.d
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and a
recover from the Owner payment for Services performed through the termination date, but in no event .a
ctsshall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner. 0
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or L
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person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this 0,
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, 2
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individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, o
commission, percentage, gift or any other consideration contingent upon or resulting from the award c,
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT FC
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agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each �.
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subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the in
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
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exclude any significant sums by which the OWNER determines the price as set forth in the Work
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Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
25
#16-6598"Fixed Term Landscape Arc itectural Service " 0
Goetz+Stropes Land Packet Pg. 946
16.A.24.d
Order. CD
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
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direct or indirect, which would conflict in any manner with the performance of Services required 2
hereunder. CONSULTANT further represents that no persons having any such interest shall be
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employed to perform those Services.
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ARTICLE 15
MODIFICATION 0
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15.1 No modification or change in this Agreement shall be valid or binding upon either party unless •
in writing and executed by the party or parties intended to be bound by it.
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ARTICLE 16
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NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to 2
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the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Q
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Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record: is
Board of County Commissioners
Collier County Florida ;v
Procurement Services Division a
3327 Tamiami Trail East
Naples, FL 34112
Attention: Allison Kearns, Interim Director, Procurement Services Division
Telephone: 239-252-8407 Fax: 239-252-6480
26 CA0
#16-6598"Fixed Term Landscape Architectural Servlc "
Goetz+Stropes Lands Packet Pg. 947
16.A.24.d
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the a,
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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
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following CONSULTANT'S address of record:
Goetz+Stropes Landscape Architects, Inc.
185 10th Street South
Naples, Florida 34102
Telephone: (239) 643-0077
Attn: Ellin Goetz, FASLA, President
egoetzagsnaples.com
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16.3 Either party may change its address of record by written notice to the other party given in u
accordance with requirements of this Article.
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ARTICLE 17 .170
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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. ==
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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.
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17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by t
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CONSULTANT without the prior written consent of OWNER.
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to 21,
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
27
#16-6598"Fixed Term Landscape Arc itectural Servic
Goetz+Stropes Land Packet Pg. 948
16.A.24.d
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this a)
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Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
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change the provisions in such Articles, Schedules, Parts and Attachments.
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17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the x
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entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior o
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agreements or understandings, written or oral, relating to the matter set forth herein, and any such to
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prior agreements or understanding shall have no force or effect whatever on this Agreement.
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17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any i
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Work Order that extends beyond the expiration date of this Agreement will survive and remain subject o
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to the terms and conditions of this Agreement until the completion or termination of the Work Order. E
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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.
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17.9 The terms and conditions of the following Schedules attached hereto are by this reference R
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#16-6598"Fixed Term Landscape Architectural Service CAO
Goetz+Stropes Landsl Packet Pg. 949
16.A.24.d
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded x
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by the United States government. Any suit or action brought by either party to this Agreement against
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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. o
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ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES o
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
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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, a
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and Q
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deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and in
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each is
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates
and other factual unit costs.
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Goetz+Stropes Land Packet Pg.950
16.A.24.d
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by w
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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, r
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 o
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."
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ARTICLE 20 0
DISPUTE RESOLUTION
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20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve 13
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes o
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by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full a
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decision-making authority and by OWNER'S staff person who would make the presentation of any 2
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settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the E
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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 c�
Mediator certified by the State of Florida. The mediation shall be attended by representatives of 2
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CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
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#16-6598"Fixed Term Landscape Arc i*Prtllrai SPrvicie
Goetz+Stropes Land Packet Pg. 951
16.A.24.d
either party fail to submit to mediation as required hereunder, the other party may obtain a court order G
requiring mediation under section 44.102, Fla. Stat.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging sc
without exception or stipulation that it is fully responsible for complying with the provisions of the a)
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations f5-)
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws 4.a
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately. °
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16.A.24.d
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for d
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Fixed Term Landscape Architectural Services the day and year first written above. to
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ATTEST: BOARD OF COUNTY COMMISSIONERS FOR 47
COLLIER COUNTY, FLORIDA, 1-
Dwight E. Brock, Clerk x
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Date: By: 6
Donna Fiala, Chairman Tt
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Approved as to Form and Legality E.
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Landscape Architects, Inc.y: E
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SCHEDULE A
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WORK ORDER
Contract 16-6598"Fixed Term Landscape Architectural Services"
Contract Expiration Date: , 201 as
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This Work Order is for professional(describe)services for work known as:
Project Name:
Project No: I
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is u?
assigned to: Name of Firm co
Scope of Work: As detailed in the attached proposal and the following:
* Taskl - a
* Task II
* Task III °
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this a
Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 m
will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this 2
Work Order. c
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Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance -CS
with following method(s): ['Negotiated Lump Sum (NLS) [plump Sum Plus Reimbursable Costs (LS+RC) ❑Time & a
Material (T&M) (established hourly rate— Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used E
for which tasks) as provided in the attached proposal.
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Task I $ ce
Task II $ c
Task III $ N
TOTAL FEE $ CL
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PREPARED BY: -a
Name and Title Date
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APPROVED BY:
(Dept Name) , Division Director Date o
APPROVED BY:
type name, Department Administrator Date
By the signature below,the Firm(including employees,officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and
belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which
relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. a)
Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that m
arises during the Work Order and/or project duration.
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ACCEPTED BY: (Company Name)
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Name&Title of Authorized Company Officer Date
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Goetz+Stropes Landscape Architects,Inc.
Packet Pg. 954
16.A.24.d
SCHEDULE B
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RATE SCHEDULE 0
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Principal/Sr Landscape Architect $ 150.00 ccT
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Landscape Architect $ 125.00
Design Associate $ 90.00
Auto cad Technician $ 70.00 N
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The above hourly rates are applicable to Time and Materials projects only and may not
be all inclusive. Additional hourly rates for other personnel may be added upon mutual �,
agreement in advance and in writing by the Project Manager and the Consultant,
without further Board approval.
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SCHEDULE C
INSURANCE COVERAGE a
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(1) The amounts and types of insurance coverage shall conform to the
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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, 06
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
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responsibility for such obligations. All self-insured retentions or deductibles will be o
CONSULTANT'S sole responsibility.
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(2) The insurance required by this Agreement shall be written for not less than o
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
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commencement of the Services until the date of completion of all Services required o
hereunder or as specified in this Agreement, whichever is longer. Q
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(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of o
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insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT N
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has acquired and put in place the insurance coverages and limits required hereunder. 0
In addition, certified, true and exact copies of all insurance polices required shall be
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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
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#16-6598"Fixed Term Landscape Architectural Services"
Goetz+Stropes Landscape Arch Packet Pg.956
16.A.24.d
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 or0.
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material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by x
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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
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insurance or self insurance program carried by the OWNER applicable to this
Agreement.
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(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown 0
on the Certificate of Insurance is in compliance with the requirements of this Agreement. o
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(7) CONSULTANT shall require each of its subconsultants to procure and N
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 o
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requirements for the subconsultant are expressly waived in writing by the OWNER.
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(8) Should at any time the CONSULTANT not maintain the insurance
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coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
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purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
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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. 0
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(9) If the initial, or any subsequently issued Certificate of Insurance expires
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prior to the completion of the Services required hereunder or termination of the
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Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
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business days after the renewal of the policy(ies). Failure of the Contractor to provide 0
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued 0
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Work Order for cause. ti
CDWORKERS' COMPENSATION AND EMPLOYERS' LIABILITYa.
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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 o
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)
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X $100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee 0
(2) The insurance company shall waive all claims rights against the OWNER
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and the policy shall be so endorsed.
COMMERCIAL GENERAL LIABILITY
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Required by this Agreement? X Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis, N
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, E'
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Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including 0
Completed Operations and Products and Completed Operations Coverage. Products .
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and Completed Operations coverage shall be maintained for a period of not less than
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five (5) years following the completion and acceptance by the OWNER of the work
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under this Agreement. Limits of Liability shall not be less than the following:
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X Single Limit per Occurrence $1,000,000
Products/Completed Operations Aggregate $2,000,000
Aggregate $2,000,000 —'
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(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement o
modifies insurance provided under the following: Commercial General Liability E'
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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
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CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
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Additional Insured and the policy shall be endorsed that such coverage shall be primary
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to any similar coverage carried by the OWNER.
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X Applicable Not Applicable
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AUTOMOBILE LIABILITY INSURANCE
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Required by this Agreement? X Yes No
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT
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for the ownership, maintenance or use of any owned, non-owned or hired vehicle with 0
limits of not less than:
X Bodily Injury & Property Damage- $ 500,000 0
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UMBRELLA LIABILITY N
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(1) Umbrella Liability may be maintained as part of the liability insurance of
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the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
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Commercial General Liability, and Automobile Liability coverages required herein and 0
shall include all coverages on a "following form" basis.
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(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.
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PROFESSIONAL LIABILITY INSURANCE
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Required by this Agreement? X Yes No
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(1) Professional Liability Insurance shall be maintained by the CONSULTANT
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to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recovery againstcs-
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
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X $1,000,000 each claim and in the aggregate o
Any deductible applicable to any claim shall be the sole responsibility of
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the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. 0
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(2) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement. 0
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(3) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will a
not be moved forward during the term of this Agreement and for five years thereafter. 73
CONSULTANT shall promptly submit Certificates of Insurance providing for an
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unqualified written notice to OWNER of any cancellation of coverage or reduction in t;,
limits, other than the application of the aggregate limits provision. In addition, o
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CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours
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after receipt, of any notices of expiration, cancellation, non-renewal or material change 0
in coverages or limits received by CONSULTANT from its insurer. In the event of more
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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
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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
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(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
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documents in an amount sufficient to cover the cost of recreating or reconstructing o
valuable papers or records utilized during the term of this Agreement.
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PROJECT PROFESSIONAL LIABILITY o
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(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 Q
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premium of CONSULTANT'S professional liability policy. If no credit is available from f
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CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to a)
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pursue the maximum credit available on the next renewal policy, if a renewal occurs
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during the term of the project policy (and on any subsequent professional liability 0D
policies that renew during the term of the project policy). CONSULTANT agrees that E'
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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
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OWNER for the provision of project-specific professional liability insurance policy in
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consideration for a reduction in CONSULTANT'S self-insured retention and the risk of
uninsured or underinsured consultants. 0.
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(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. cb
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. c
g. Affirmation that the design firm will complete a timely project errors and U
omissions application. 12
(3) If OWNER elects to purchase a project professional liability policy, o
CONSULTANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as `)
named insureds.
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SCHEDULED 0
TRUTH IN NEGOTIATION CERTIFICATE
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In compliance with the Consultants' Competitive Negotiation Act, Section 287.055,
Florida Statutes, Goetz+Stropes Landscape Architects, Inc hereby certifies that wages,
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rates and other factual unit costs supporting the compensation for the services of the
CONSULTANT to be provided under the Professional Services Agreement, concerning
16-6598 Fixed Term Landscape Architectural Services are accurate, complete and
current as of the time of contracting. o
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Goetz+Stropes Landscape Architects, Inc o
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BY:
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TITLE:
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DATE: CD
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Contract# 16-6598
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"Fixed Term Landscape Architectural Services" (13
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this day of 2016, by 4
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 E
Johnson Street, Fort Myers, Florida 33901 (hereinafter referred to as the "CONSULTANT' and/or
"CONTRACTOR"). 0
WITNESSETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape
Architectural services expeditiously when a need arises in connection with a Collier County project; E
and °
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WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), N
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
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WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of 2
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Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
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time by OWNER. Q
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
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herein, the parties hereto agree as follows:
ARTICLE 1 N
CONSULTANT'S RESPONSIBILITY -�
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1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, d
CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
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1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in 3
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A. o
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all 2
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written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges o
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
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writing by the Board of County Commissioners, and that the total initial compensation for all Work N,
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved .s-
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in writing by the Board of County Commissioners of Collier County. Work order assignments for
selecting a firm are as follows:
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• MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking
interested firms (all awarded firms will be invited to participate).
• For all other using departments/divisions, if project is less than $50,000, then any awarded a
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firm may be selected.
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• For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be
selected by informally interviewing, scoring and ranking the interested firms (all awarded firms
will be invited to participate). I
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1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. J
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CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be
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at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
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the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, o
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and schedule for ,
performance of those Services, a Work Order shall be prepared which incorporates the terms of the
understanding reached by the parties with respect to such Services and if both parties are in
agreement therewith, they shall jointly execute the Work Order.
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1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
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1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
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Services shall be determined solely by OWNER and that OWNER does not represent or guarantee L
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
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1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this U
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all x
such licenses as are required to do business in the State of Florida and in Collier County, Florida, oci
including, but not limited to, all licenses required by the respective state boards and other
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governmental agencies responsible for regulating and licensing the professional Services to be 27.
provided and performed by the CONSULTANT pursuant to this Agreement. o
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a I
professional service which, under Florida Statutes, requires a license, certificate of authorization or o
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified 2
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Jeff Nagle, RLA, Principal Landscape Architect its
Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and cn
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obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work
Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S w
project coordinator for the Services to be provided under that Work Order (hereinafter referred to as
the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of
the CONSULTANT with respect to directing, coordinating and administering all aspects of the
Services to be provided and performed under the Work Order. Further, the Project Coordinator has .
full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the
4 d
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Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators
shall devote whatever time is required to satisfactorily manage the services to be provided and L
performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the
Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without
OWNER'S prior written approval, and if so removed must be immediately replaced with a person E
acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from gi
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
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provide and perform any of the Services pursuant to the requirements of this Agreement or any
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applicable Work Order, said request may be made with or without cause. Any personnel so removed a
must be immediately replaced with a person acceptable to OWNER.
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1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type iz
of professional landscape architectural services that will be required under this Agreement. The
CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement '
shall be subject to the OWNER'S review and approval and shall be in accordance with the generally 2
accepted standards of professional practice in the State of Florida, as well as in accordance with all wc
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applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and o
requirements of any governmental agencies, and the Florida Building Code where applicable, which
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regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT
hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and
the Florida Public Records Law Chapter 119, including specifically those contractual requirements at .
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#16-6598"Fixed Term Landscape Architectural Se
Johnson Engineering,
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F.S. § 119.0701(2)(a)-(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF Q
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
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Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383 co-
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records, provide the public agency U
with a copy of the requested records or allow the records to be inspected or copied within a F
reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise c
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provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the •
contract term and following completion of the contract if the Contractor does not transfer the
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records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in .
111possession of the Contractor or keep and maintain public records required by the public agency
to perform the service. If the Contractor transfers all public records to the public agency upon
completion of the contract, the Consultant shall destroy any duplicate public records that are
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exempt or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the contract, the Contractor shall meet E
6
#16-6598"Fixed Term Landscape Architectural Services ,A,
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all applicable requirements for retaining public records. All records stored electronically must be 2
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provided to the public agency, upon request from the public agency's custodian of public
records, in a format that is compatible with the information technology systems of the public
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agency.
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
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immediately.
In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of F.
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such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each
such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its Es
obligation to deliver complete and accurate documents necessary for successful completion of the
Services required under the subject Work Order.
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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 cz
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 c
make sole determination regarding deductions. After notification of deficiency, if the Consultant fails o
to correct the deficiency within the specified timeframe, these funds would be forfeited by the 5
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Consultant. The County may also deduct or charge the Consultant for services and/or items I
necessary to correct the deficiencies directly related to the Consultant's non-performance whether or
not the County obtained substitute performance.
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1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
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organization, without OWNER'S prior written consent, or unless incident to the proper performance of -cr
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings N
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 12
employees, agents, subconsultants and subcontractors to comply with the provisions of this r
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 N
submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
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State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference E
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter o
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
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(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
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ARTICLE 2 L
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ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, o
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this GS
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Agreement, such authority will be as established in OWNER'S Procurement Ordinance and
Procedures in effect at the time such services are authorized. Except in an emergency endangering L
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life or property, any Additional Services must be approved in writing via an Amendment or Change g
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Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to d
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by X
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work o
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is not additional but rather a part of the Services originally required of CONSULTANT under the
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subject Work Order. �'
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2.2 If OWNER determines that a change in a Work Order is required because of the action taken v
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by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to E
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document the consequences of the changes or variations, provided that CONSULTANT has delivered o
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT E
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written ci
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment 2.
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
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OWNER'S RESPONSIBILITIES
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3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
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(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
9
#16-6598"Fixed Term Landscape Architectural Se is j
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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:
0.
(a) The scope of Services to be provided and performed by the CONSULTANT as
as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such 1
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the E
CONSULTANT as set forth in the Work Order.
17)3.2 The Project Manager shall:
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(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 c
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
61
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at 2
CONSULTANT'S disposal all available information in the OWNER'S possession c
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pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
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data relative to the subject Work Order;
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(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and 0
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT E
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hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services s.
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to 14
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
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in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
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performance of the Services under each Work Order. o
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
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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, g
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. o
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
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inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services a
from any cause whatsoever, including those for which OWNER may be responsible in whole or in E
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part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. g
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This paragraph shall expressly apply to claims for early completion, as well as claims based on late E
completion. 0
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4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services E
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to E
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all L
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payments due and owing to the CONSULTANT under this Agreement (including any and all Work (.;:,
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in I
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such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any g
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other damages hereunder.
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4.6 The period of service shall be from the date of execution of this Agreement through one (1) N
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
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the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both
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ARTICLE 5
COMPENSATION
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5.1 Compensation and the manner of payment of such compensation by the OWNER for Services 'co'
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project 2
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Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the 1-1
following Price Methodologies:
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Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred F
from the County to the Consultant; and, as a business practice there are no hourly or material
invoices presented, rather, the Consultant must perform to the satisfaction of the County's project i
manager before payment for the fixed price contract is authorized.
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Time and Materials: The County agrees to pay the contractor for the amount of labor time ci
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spent by the Consultant 's employees and subcontractors to perform the work (number of hours times c
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hourly rate), and for materials and equipment used in the project (cost of materials plus the E,
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contractor's mark up). This methodology is generally used in projects in which it is not possible to g
accurately estimate the size of the project, or when it is expected that the project requirements would
most likely change. As a general business practice, these contracts include back-up documentation
of costs; invoices would include number of hours worked and billing rate by position (and not .
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company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and w
other reimbursable documentation for the project.
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CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
specified in the Work Order, statement of charges for the Services performed and rendered by
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CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as a
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
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statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the L
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (ii
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any). J
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5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply 1
only to projects procured under the Time and Materials pricing methodology specified in paragraph
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5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, it
conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as Ili
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directed by OWNER. L
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5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
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reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S ro
performance of the Services, at its direct cost with no markup; to the extent such reimbursement is o
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
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5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
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CONSULTANT as follows: •
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5.2.2.1. Expenses of transportation and living when traveling in connection with each =
Work Order, except for local travel within Collier or Lee Counties, as providec .
in Section 112.061, F.S., and all Contract-related mileage for trips that are w
from/to destinations outside of Collier or Lee Counties approved by OWNER.
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5.2.2.2 Expenses for reproducing documents that exceed the number of documents 5
described in this Agreement and postage and handling of Drawings anc
Specifications, including duplicate sets at the completion of each Work Ordei
for the OWNER'S review and approval.
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5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
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5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.2.2.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any 01
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by w
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CONSULTANT will be deemed to be a reimbursable expense.
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized F
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that g
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
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the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the 1,;-
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estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services a.)
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis. w
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilizec
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximurr
markup of five percent (5%) on the fees and expenses associated with such subconsultants anc ,
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subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by F
OWNER. O.
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5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and E
approval of invoices submitted on the date of services or within six (6) months after completion of I
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-
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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.
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5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. o
ARTICLE 6
coOWNERSHIP OF DOCUMENTS c
6.1 Upon the completion or termination of each Work Order, as directed by OWNER, ?
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
(Cr)
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own 2
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expense, may retain copies of the Project Documents for its files and internal use. E'
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6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to Q
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, t
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irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any E
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for x
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review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7 411
MAINTENANCE OF RECORDS
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7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT o
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, E
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 cz
may be required by law; provided, however, such activity shall be conducted only during normal g
business hours.
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7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the a
services performed by each, with all such time records to be kept within one-half of an hour. At the
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request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8 -'
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INDEMNIFICATION
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ii.
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless 05.
a)
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
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negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or o
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 o
be available to an indemnified party or person described in this paragraph.
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ARTICLE 9
INSURANCE
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9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contraclcp
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(i)
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement. o
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9.2 All insurance shall be from responsible companies duly authorized to do business in the State ;,
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of Florida.
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9.3 All insurance policies required by this Agreement shall include the following provisions and
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conditions by endorsement to the policies:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability
policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of 3
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
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interests provisions. a;
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
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OWNER for payment of premiums or assessments for any deductibles which all are at the sole o
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responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- o
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
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by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form o
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this c0
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, Q
except such rights as they may have to the proceeds of such insurance held by any of them.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
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hereunder must meet the following minimum requirements: L
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9.5.1 The insurance company must be duly licensed and authorized by the Department of y
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida.
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" 3
or higher. co-
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
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10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, -2
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
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person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
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party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement. cp
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel g
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the 1
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All c,
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personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or U
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replaced without OWNER'S prior written consent.
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10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. y
By appropriate written agreement, the CONSULTANT shall require each subconsultant or J
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to g
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work LL
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the Tt
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the i
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OWNER under this Agreement, and any subsequently issued Work Order, with respect to the 0
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Services to be performed by the subconsultant or subcontractor so that the subconsulting or E
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
.173
require each subconsultant or subcontractor to enter into similar agreements with its sub- 2m
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subconsultants or sub-subcontractors. o
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10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each o
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contract entered into between CONSULTANT and each subconsultant or subcontractor, however 2
nothing in this Agreement shall be construed to create any contractual relationship between OWNER 2
and any subconsultant or subcontractor.
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ARTICLE 11
WAIVER OF CLAIMS
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11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall .
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it !
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against OWNER arising out of the Work Order or otherwise related to those Services, and except U
those previously made in writing in accordance with the terms of this Agreement and identified by
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CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
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CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of 3
OWNER'S rights against CONSULTANT.
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ARTICLE 12co-
TERMINATION OR SUSPENSION a)
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12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is F.
agreed that either party hereto shall at any and all times have the right and option to terminate this
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Agreement by giving to the other party not less than thirty (30) days prior written notice of such 2
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto ,
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a) .L
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified N
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to si
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be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general 2
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assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, a
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other g
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codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so g
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is 12
a)
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to 47
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies i
against OWNER shall be the same as and be limited to those afforded CONSULTANT under o
P.
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be o
limited to that portion of the fee earned through the date of termination, for any Work Orders so tz
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cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT 2
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or =
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further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
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reasonably possible.
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7,012.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or g.
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under its control arising out of or relating to this Agreement or any Work Orders. co
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so t
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suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to Tt
1,7
its schedule in accordance with the procedures set forth in Article Four herein.
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12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- 3
five (45) days after such payment is due as set forth in the Work Order or such other time as required .2
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject o
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written a'
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notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the 2
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no LLic
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act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees o
or any other persons performing portions of the Services under contract with the CONSULTANT, the
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CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within i•e
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
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fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and E.
recover from the Owner payment for Services performed through the termination date, but in no event
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS LL
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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
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Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, o
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, 12
commission, percentage, gift or any other consideration contingent upon or resulting from the award 0
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or making of this Agreement or any subsequent Work Order. 0
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13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT o
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the Et
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set N
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to g
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit a
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
25 CA
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Order.
ARTICLE 14 a`
CONFLICT OF INTEREST
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14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either E
direct or indirect, which would conflict in any manner with the performance of Services required 7
hereunder. CONSULTANT further represents that no persons having any such interest shall be
cciemployed to perform those Services.
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ARTICLE 15
MODIFICATION 0
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless E
in writing and executed by the party or parties intended to be bound by it. o
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
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16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to =
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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 w
address of record:
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Board of County Commissioners
Collier County Florida
Procurement Services Division
3327 Tamiami Trail East
Naples, FL 34112
Attention: Allison Kearns, Interim Director, Procurement Services Division
Telephone: 239-252-8407 Fax: 239-252-6480
26
#16-6598"Fixed Term Landscape Architectural Services"
Johnson Engineering,Inc.
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16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
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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 Myes, Florida 33901
Telephone: (239) 334-0046
Attn: Jeff Nagle, RLA, Principal Landscape Architect
vmitchell@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. o
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ARTICLE 17 1
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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.
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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 w
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CONSULTANT without the prior written consent of OWNER. I
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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 g
Agreement.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments. co
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 F.
prior agreements or understanding shall have no force or effect whatever on this Agreement.
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17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
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survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any o
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Work Order that extends beyond the expiration date of this Agreement will survive and remain subject
to the terms and conditions of this Agreement until the completion or termination of the Work Order. 0
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17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall 2
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be an original and all of which shall constitute but one and the same instrument.
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17.9 The terms and conditions of the following Schedules attached hereto are by this reference 6-
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incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
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Schedule C INSURANCE COVERAGE
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Schedule D TRUTH IN NEGOTIATION CERTIFICATE
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RFP # 16-6598 Including Scope of Services, Terms and Conditions
Consultant's Proposal
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#16-6598"Fixed Term Landscape Architectural Services"
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ARTICLE 18 z
APPLICABLE LAW
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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.
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ARTICLE 19 E'
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SECURING AGREEMENT/PUBLIC ENTITY CRIMES
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19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or j
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person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
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Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, o
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and .
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and .c
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each N
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates
and other factual unit costs.
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192 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 L
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read as follows:
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"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 ori
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 w
period of 36 months following the date of being placed on the convicted
vendor list." a
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ARTICLE 20
DISPUTE RESOLUTION 2
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20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve 2
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes o
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 i
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 N
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should a
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either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
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ARTICLE 21 N
IMMIGRATION LAW COMPLIANCE
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21.1 By executing and entering into this agreement, the Consultant is formally acknowledging i
without exception or stipulation that it is fully responsible for complying with the provisions of the LL
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 i
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
Fixed Term Landscape Architectural Services the day and year first written above. L
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ATTEST: BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
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Date: By: i-
Donna Fiala, Chairman 0-
Approved
Approved as to Form and Legality 1.7
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By:
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Typed Name and Title Typed Name and Title
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SCHEDULE A
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WORK ORDER
Contract 16-6598 "Fixed Term Landscape Architectural Services"
Contract Expiration Date: , 201 a
This Work Order is for professional(describe)services for work known as:
Project Name:
Project No:
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The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. -0
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is x
assigned to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task ll t°
* Task III
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this a
Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 c
will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this ci
Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance
with following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) OTime & 2
Material (T&M) (established hourly rate—Schedule A) Cost Plus Fixed Fee (CPFF), (define which method will be used o
for which tasks) as provided in the attached proposal.
Tasks $ a
Task II $ E
Task III $ o
TOTAL FEE $
PREPARED BY:
Name and Title Date
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APPROVED BY:
(Dept Name) , Division Director Date N
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APPROVED BY:
type name, Department Administrator Date
By the signature below,the Firm(including employees, officers and/or agents)certifies, and hereby discloses,that,to the best of their knowledge and
belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which 0
relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that 5
arises during the Work Order and/or project duration. E
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ACCEPTED BY: (Company Name) Q
Name&Title of Authorized Company Officer Date
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SCHEDULE B
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RATE SCHEDULE
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Title Rates
Principal/Sr Landscape Architect $ 150.00
Landscape Architect $ 125.00 x
Design Associate $ 90.00cs-
Auto cad Technician $ 70.00 co-
Administrative $ 60.00 O
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The above hourly rates are applicable to Time and Materials projects only and may not
be all inclusive. Additional hourly rates for other personnel may be added upon mutual
agreement in advance and in writing by the Project Manager and the Consultant, CC
without further Board approval. 22
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to theQ.
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
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responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
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(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.
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(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer. lr
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(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
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insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
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has acquired and put in place the insurance coverages and limits required hereunder.
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In addition, certified, true and exact copies of all insurance polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
contain a provision that coverages afforded under the policies will not be canceled or
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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
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nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by -�
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
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aggregate limit reinstated to the full extent permitted under such policy.
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(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
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that the insurance requirements have been satisfied or that the insurance policy shown 0
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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
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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.
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(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
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purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
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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,
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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
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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 06.
prior to the completion of the Services required hereunder or termination of the tO
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
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triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) o
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 0
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CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
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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 o
engaged in the work under this Agreement in accordance with the laws of the State of 0
Florida. The amounts of such insurance shall not be less than:
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a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one, if applicable) E
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X $100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee w
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed. 0.
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COMMERCIAL GENERAL LIABILITY
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Required by this Agreement? X Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
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shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
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Agreement, Independent Contractors, Broad Form Property Damage including 0
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
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five (5) years following the completion and acceptance by the OWNER of the work
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under this Agreement. Limits of Liability shall not be less than the following:
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Products/Completed Operations Aggregate $2,000,000
Aggregate $2,000,000
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(2) The General Aggregate Limit shall apply separately to this Project and theLAI
policy shall be endorsed using the following endorsement wording. "This endorsement o
modifies insurance provided under the following: Commercial General Liability 0
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
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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
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CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT Tts
shall be subject to the approval of the Risk Management Director or his designee.
CD(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 0
to any similar coverage carried by the OWNER.
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X Applicable Not Applicable ;X
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AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? X Yes No
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(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
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limits of not less than:
X Bodily Injury & Property Damage- $ 500,000 c)
UMBRELLA LIABILITY
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(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 o
shall include all coverages on a "following form" basis. 0
(2) The policy shall contain wording to the effect that, in the event of the v
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
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PROFESSIONAL LIABILITY INSURANCE 7,2
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(1) Professional Liability Insurance shall be maintained by the CONSULTANT 0
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to insure its legal liability for claims arising out of the performance of professionalcc
services under this Agreement. CONSULTANT waives its right of recovery against
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Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
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(2) The CONSULTANT shall continue this coverage for a period of not less o
than five (5) years following completion of all Services authorized under this Agreement.
(3) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will cc
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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
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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, o
CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours 0
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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
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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
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policy if requested by OWNER.
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VALUABLE PAPERS INSURANCE
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(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
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PROJECT PROFESSIONAL LIABILITY
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(1) If OWNER notifies CONSULTANT that a project professional liability
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policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
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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
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pursue the maximum credit available on the next renewal policy, if a renewal occurs •00-
during the term of the project policy (and on any subsequent professional liability 0
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
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consideration for a reduction in CONSULTANT'S self-insured retention and the risk of
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uninsured or underinsured consultants.
(2) CONSULTANT agrees to provide the following information when R
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requested by OWNER or OWNER'S Project Manager:
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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 a)
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 N
omissions application. i
(3) If OWNER elects to purchase a project professional liability policy, i0
CONSULTANT to be insured will be notified and OWNER will provide professional
caliability insurance, naming CONSULTANT and its professional subconsultants as o
named insureds.
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TRUTH IN NEGOTIATION CERTIFICATE
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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 16-6598 Fixed LL
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Term Landscape Architectural Services are accurate, complete and current as of the
time of contracting.
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Contract# 16-6598
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"Fixed Term Landscape Architectural Services" 2
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FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES N
THIS AGREEMENT is made and entered into this day of 2016, by E
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 Windham Studio, 06
Inc., authorized to do business in the State of Florida, whose business address is P. O. Box 1239, 2
Bonita Springs, 34133 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR").
WITNESSETH:
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WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape
Architectural services expeditiously when a need arises in connection with a Collier County project; o
and
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WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), 2
makes provisions for a fixed term contract with a firm to provide professional services to a political o
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WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
to
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, l�
CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter
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the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by E
written Amendment or Change Order as hereafter provided.
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1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in o
conformance with the scope of services, which shall be described in a Work Order issued pursuant to 12,
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
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Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges E
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
(71
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved 4
in writing by the Board of County Commissioners of Collier County. Work order assignments for
selecting a firm are as follows: cs
• MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking E
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interested firms (all awarded firms will be invited to participate). ,
• For all other using departments/divisions, if project is less than $50,000, then any awarded g
firm may be selected.
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• For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be 3
selected by informally interviewing, scoring and ranking the interested firms (all awarded firms
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will be invited to participate). Q
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1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be x
at CONSULTANT'S own risk and OWNER shall have no liability for such Services. co-
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
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said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement 9
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with respect to such Services, including, but not limited to the scope, compensation and schedule for
performance of those Services, a Work Order shall be prepared which incorporates the terms of the o
understanding reached by the parties with respect to such Services and if both parties are in
agreement therewith, they shall jointly execute the Work Order. .
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1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
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provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
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1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee c
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unto CONSULTANT that any specific amount of Services will be requested or required of
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CONSULTANT pursuant to this Agreement.
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1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders g
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all t
such licenses as are required to do business in the State of Florida and in Collier County, Florida,
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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.
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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 2
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Scott Windham, President as its Principal in Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
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CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order 11
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CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to g,
be provided and performed under the Work Order. Further, the Project Coordinator has full authority v
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to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. f
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The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote 1
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whatever time is required to satisfactorily manage the services to be provided and performed by the
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CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge Q
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and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
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approval, and if so removed must be immediately replaced with a person acceptable to OWNER. E
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
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other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors th
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or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
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provide and perform any of the Services pursuant to the requirements of this Agreement or any
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applicable Work Order, said request may be made with or without cause. Any personnel so removed i
must be immediately replaced with a person acceptable to OWNER. °
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1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type i
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of professional landscape architectural services that will be required under this Agreement. The o
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CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement ti
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shall be subject to the OWNER'S review and approval and shall be in accordance with the generally �'
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accepted standards of professional practice in the State of Florida, as well as in accordance with all
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applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and 2
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requirements of any governmental agencies, and the Florida Building Code where applicable, which §
regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT ?
hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and
the Florida Public Records Law Chapter 119, including specifically those contractual requirements at
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F.S. § 119.0701(2)(a)-(b) as stated as follows:
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division 0
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records, provide the public agency
with a copy of the requested records or allow the records to be inspected or copied within a g
reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise 8
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provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public records o
disclosure requirements are not disclosed except as authorized by law for the duration of the
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contract term and following completion of the contract if the Contractor does not transfer the o
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records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in ?.
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possession of the Contractor or keep and maintain public records required by the public agency
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to perform the service. If the Contractor transfers all public records to the public agency upon
completion of the contract, the Consultant shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the contract, the Contractor shall meet rn
all applicable requirements for retaining public records. All records stored electronically must be e
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provided to the public agency, upon request from the public agency's custodian of public r
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records, in a format that is compatible with the information technology systems of the public
agency.
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Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this g
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Agreement and the County shall have the discretion to unilaterally terminate this Agreement
immediately.
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In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of
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such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each
such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its
obligation to deliver complete and accurate documents necessary for successful completion of the
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Services required under the subject Work Order. U
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1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount o
for the following: Tasks not completed within the expressed time frame, including required d
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 El-
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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.
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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 s
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings c,
where such information has been properly subpoenaed, any non-public information concerning the
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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 ::5-(--;"
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State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference o
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter 3
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions t
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
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ARTICLE 2
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ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, 2
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CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for 2
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
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Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Procurement Ordinance and
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Procedures in effect at the time such services are authorized. Except in an emergency endangering 7,2
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
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subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
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by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 0
document the consequences of the changes or variations, provided that CONSULTANT has delivered 3
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT 2
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knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment -
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
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OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as 2
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with d
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not 7
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authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have 2.
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
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(a) The scope of Services to be provided and performed by the CONSULTANT as
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set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such E
Services as set forth in the Work Order; or x
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(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order. tO
3.2 The Project Manager shall: w
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in I
accordance with this Agreement; o
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design c
objectives and constraints, space, capacity and performance requirements, 2.
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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 s
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other 2
data relative to the subject Work Order;
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(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
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(if any) set forth in the Work Order to perform the Services to be provided by
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CONSULTANT under the subject Work Order; and CD
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT E
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ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
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OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
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in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
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4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its 8
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own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, o
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement g
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right $
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
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part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
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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.
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4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services oi
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to up
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the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work o
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
03
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S 2
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performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any -
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other damages hereunder.
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4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both
parties.
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ARTICLE 5
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COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services g.
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project g
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Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the
following Price Methodologies: x
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred
from the County to the Consultant; and, as a business practice there are no hourly or material 6
invoices presented, rather, the Consultant must perform to the satisfaction of the County's project
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manager before payment for the fixed price contract is authorized. v
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Time and Materials: The County agrees to pay the contractor for the amount of labor time 3
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spent by the Consultant 's employees and subcontractors to perform the work (number of hours times 2
hourly rate), and for materials and equipment used in the project (cost of materials plus the
5
contractor's mark up). This methodology is generally used in projects in which it is not possible to 0
accurately estimate the size of the project, or when it is expected that the project requirements would L
most likely change. As a general business practice, these contracts include back-up documentation
of costs; invoices would include number of hours worked and billing rate by position (and not 4
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company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and E
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other reimbursable documentation for the project.
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
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specified in the Work Order, statement of charges for the Services performed and rendered by S3
CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly U
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statement shall be in such form and supported by such documentation as may be required by T
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
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Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
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any).
5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply a
only to projects procured under the Time and Materials pricing methodology specified in paragraph X
5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in
conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as
directed by OWNER.
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5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable o
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup; to the extent such reimbursement is
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permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
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5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
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CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with each
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Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are E
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of documents E
described in this Agreement and postage and handling of Drawings and Q
Specifications, including duplicate sets at the completion of each Work Order
for the OWNER'S review and approval.
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5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use. a
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.2.2.6 Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of E
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized 3
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
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5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and o
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services i
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to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum I
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markup of five percent (5%) on the fees and expenses associated with such subconsultants and
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subcontractors. I
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
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5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and
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approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- x
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payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the
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essence with respect to the timely submission of invoices under this agreement.
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5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. L
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ARTICLE 6
OWNERSHIP OF DOCUMENTS o
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(136.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, o
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable N
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Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
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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, E
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irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
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authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Q
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or E
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER. Jr:
ARTICLE 7
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MAINTENANCE OF RECORDS
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7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT E
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the o
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
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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
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the period of this Agreement and during the five (5) year period noted above, or such later date as
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may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
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principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
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request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8
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INDEMNIFICATION
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8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
co-
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
v;
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by theTns
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negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or L
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation 3
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may ci
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be available to an indemnified party or person described in this paragraph. o
ARTICLE 9
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INSURANCE
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9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract o
Documents, insurance of the types and in the amounts described herein and further set forth in in
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Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State e
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of Florida. L
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9.3 All insurance policies required by this Agreement shall include the following provisions and ri
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conditions by endorsement to the policies: E
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability 2-
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policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of g
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this Agreement shall name Collier County Government, Collier County, Florida, as an additional t
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insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of x
interests provisions. o
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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
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responsibility and risk of CONSULTANT. CJ
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9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- 0
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insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
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by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
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patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this N..
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9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
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construed in accordance with the laws of the State of Florida.
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9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for T
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damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
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except such rights as they may have to the proceeds of such insurance held by any of them. 0
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
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hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of
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Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida.
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" '
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or higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
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10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, 8
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
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the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, o
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, 2
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however, be construed as constituting an agreement between the OWNER and any such other o
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third o'
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party any claim or right of action against the OWNER beyond such as may then otherwise exist
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without regard to this Agreement.
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10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the E
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percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All g
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personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
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CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the o
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Services to be performed by the subconsultant or subcontractor so that the subconsulting or 3
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subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall 2
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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
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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 N
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it 15
21 #16-6598"Fixed Term Landscape Architectural Se c '
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against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
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TERMINATION OR SUSPENSION co
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12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is E
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of o
termination, except that Services specified to be performed under a previously issued Work Order, 2m
shall proceed to completion under the terms of this Agreement. 0
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will o
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be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a) E
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified 2
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general I
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 s
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codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
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CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is E
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or x
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in c
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paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to c)
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under o
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 g
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the U
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
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limited to that portion of the fee earned through the date of termination, for any Work Orders so y
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
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reasonably possible.
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12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
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all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be E
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
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notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required E
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material o
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
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Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject 2.
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no 2
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
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CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upor '
24 #16-6598"Fixed Term Landscape Architectural Servie f
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fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and 2
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
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Owner.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS x
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13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or E
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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, ri
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
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commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order. 2
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT g
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agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the f
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compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the 1)
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set 2
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
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costs. All such adjustments shall be made within one (1) year following the end of the subject Work .
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Order.
ARTICLE 14
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CONFLICT OF INTEREST Q
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14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either J
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. c
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ARTICLE 15 Tic
MODIFICATION
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15.1 No modification or change in this Agreement shall be valid or binding upon either party unless 3
in writing and executed by the party or parties intended to be bound by it. 0
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ARTICLE 16
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NOTICES AND ADDRESS OF RECORD 0
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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 a
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S E
address of record:
Board of County Commissioners
Collier County Florida
Procurement Services Division
3327 Tamiami Trail East
Naples, FL 34112
Attention: Allison Kearns, Interim Director, Procurement Services Division
Telephone: 239-252-8407 Fax: 239-252-6480 e'
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16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the g.
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 0
following CONSULTANT'S address of record:
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Windham Studio, Inc.
P.O. Box 1239
Bonita Springs, Florida 34133
Telephone: (239) 390-1936 r
Attn: Scott D. Windham, President
scott@windhamstudio.com
16.3 Either party may change its address of record by written notice to the other party given in Tt
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accordance with requirements of this Article.
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ARTICLE 17
MISCELLANEOUS
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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.
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17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof o
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shall impair the rights or liabilities of either party. 0
17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by ro
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
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change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the 3
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior E
agreements or understandings, written or oral, relating to the matter set forth herein, and any such x
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prior agreements or understanding shall have no force or effect whatever on this Agreement. os
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall Ti
survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any L
Work Order that extends beyond the expiration date of this Agreement will survive and remain subject 3
to the terms and conditions of this Agreement until the completion or termination of the Work Order. cri
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. E
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
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incorporated herein:
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Schedule A WORK ORDER FORM
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Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE E'
RFP# 16-6598 Including Scope of Services, Terms and Conditions
Consultant's Proposal
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ARTICLE 18 7-2
APPLICABLE LAW
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18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
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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 E
the other party relating to or arising out of this Agreement must be brought in the appropriate federal x
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such c
matters.
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ARTICLE 19
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SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or o
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person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this 7
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
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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 E
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER L
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determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates I
and other factual unit costs. ¢
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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 iz
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public Lo
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 w
vendor list."
ARTICLE 20 U
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DISPUTE RESOLUTION
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20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve t
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes g
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full L
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 2
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should .
30
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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.
ARTICLE 21
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IMMIGRATION LAW COMPLIANCE
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21.1 By executing and entering into this agreement, the Consultant is formally acknowledging t
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 m
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relating thereto, as either may be amended. Failure by the Consultant to comply with the laws to
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately. o
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
Fixed Term Landscape Architectural Services the day and year first written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date: By:
Donna Fiala, Chairman
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Approved as to Form and Legality
sistant County Attorney
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By:
Witness °
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Typed Name and Title Typed Name and Title
Witness re
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SCHEDULE A
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WORK ORDER a'
Contract 16-6598"Fixed Term Landscape Architectural Services"
Contract Expiration Date: , 201
This Work Order is for professional (describe)services for work known as:
Project Name:
Project No:
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The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. F
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is -0
assigned to: Name of Firm
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Scope of Work: As detailed in the attached proposal and the following:
* Task I - a),n
* Task II `°
* Task III ;
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this
Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 c
will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this c
Work Order.
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Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance
with following method(s): ❑Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) OTime &
Material (T&M) (established hourly rate— Schedule A) ['Cost Plus Fixed Fee (CPFF), (define which method will be used 2
for which tasks) as provided in the attached proposal.
Task I $ 0
Task II $ E
Task III $ E
TOTAL FEE $
PREPARED BY:
Name and Title Date N
APPROVED BY: °
(Dept Name) , Division Director Date
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APPROVED BY: E
type name, Department Administrator Date
By the signature below,the Firm(including employees,officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and
belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise)which
relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that E
arises during the Work Order and/or project duration. a)
ACCEPTED BY: (Company Name)
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SCHEDULE B
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RATE SCHEDULE
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Title Rates
Principal/Sr Landscape Architect $ 150.00
Landscape Architect $ 125.00
Design Associate $ 90.00
Auto cad Technician $ 70.00 i
Administrative $ 60.00 0
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The above hourly rates are applicable to Time and Materials projects only and may not
be all inclusive. Additional hourly rates for other personnel may be added upon mutual
agreement in advance and in writing by the Project Manager and the Consultant,
without further Board approval. ce
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
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following minimum requirements with the use of Insurance Services Office (ISO) forms a
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 X
such self-insured retentions or deductibles and provide satisfactory evidence of financial o
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
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(2) The insurance required by this Agreement shall be written for not less than0
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the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
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(4) Simultaneously with the execution and delivery of this Agreement by N
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CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
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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 E'
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provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall c
contain a provision that coverages afforded under the policies will not be canceled or
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allowed to expire until at least thirty (30) days prior written notice has been given to the
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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
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nothing contained herein shall relieve CONSULTANT of this requirement to provide 0
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notice. In the event of a reduction in the aggregate limit of any policy to be provided by
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CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
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(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
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(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
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the terms of this Agreement does not constitute approval or agreement by the OWNER
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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.
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(7) CONSULTANT shall require each of its subconsultants to procure and
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maintain, until the completion of the subconsultant's services, insurance of the types
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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.
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(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) a
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#16-6598"Fixed Term Landscape Architectural Services"
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days after demand, OWNER has the right to offset these costs from any amount due
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CONSULTANT under this Agreement or any other agreement between OWNER and
CDCONSULTANT. 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 °
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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. F
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in *�
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
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business days after the renewal of the policy(ies). Failure of the Contractor to provide v
the OWNER with such renewal certificate(s) shall be deemed a material breach bycts
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued o
Work Order for cause.
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WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
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(1) Workers' Compensation and Employers' Liability Insurance shall be v,
maintained by the CONSULTANT during the term of this Agreement for all employees73
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: 0c)
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one, if applicable)
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X $100,000 Each Accident
$500,000 Disease Aggregate Ta
$100,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
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COMMERCIAL GENERAL LIABILITY
Required by this Agreement? X Yes No
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(1) Commercial General Liability Insurance, written on an "occurrence" basis, cs.
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shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
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Completed Operations and Products and Completed Operations Coverage. Products T2
and Completed Operations coverage shall be maintained for a period of not less than o
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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:
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X Single Limit per Occurrence $1,000,000
Products/Completed Operations Aggregate $2,000,000
Aggregate $2,000,000 0
(2) The General Aggregate Limit shall apply separately to this Project and the in
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 0
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
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CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
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shall be subject to the approval of the Risk Management Director or his designee.
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(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.
X Applicable Not Applicable
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AUTOMOBILE LIABILITY INSURANCE �'
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Required by this Agreement? X Yes No
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(1) Automobile Liability Insurance shall be maintained by the CONSULTANT 0
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
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limits of not less than:
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X Bodily Injury & Property Damage- $ 500,000
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UMBRELLA LIABILITY
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(1) Umbrella Liability may be maintained as part of the liability insurance of 0
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the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, 7)
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
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(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.
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PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? X Yes No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
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to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recovery against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
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less than:
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the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. o
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(2) The CONSULTANT shall continue this coverage for a period of not less
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than five (5) years following completion of all Services authorized under this Agreement. o
(3) The policy retroactive date will always be prior to the date services were `
first performed by CONSULTANT or OWNER under this Agreement, and the date will
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not be moved forward during the term of this Agreement and for five years thereafter. o
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CONSULTANT shall promptly submit Certificates of Insurance providing for an o
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
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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. i
VALUABLE PAPERS INSURANCE0
(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
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documents in an amount sufficient to cover the cost of recreating or reconstructing th
valuable papers or records utilized during the term of this Agreement.
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PROJECT PROFESSIONAL LIABILITY
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(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
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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
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CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to o
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
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consideration for a reduction in CONSULTANT'S self-insured retention and the risk of
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uninsured or underinsured consultants.
(2) CONSULTANT agrees to provide the following information when
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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. x
d. Current underwriter. iz
e. Amount (in both dollars and percent) the underwriter will give as a credit if os
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,
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CONSULTANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as o
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SCHEDULED 73
TRUTH IN NEGOTIATION CERTIFICATE o
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In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, a
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Florida Statutes, Windham Studio, Inc., hereby certifies that wages, rates and other c
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factual unit costs supporting the compensation for the services of the CONSULTANT to 0
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be provided under the Professional Services Agreement, concerning 16-6598 Fixed X
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Term Landscape Architectural Services are accurate, complete and current as of the co-
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Contract# 16-6598
"Fixed Term Landscape Architectural Services"
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FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT is made and entered into this day of 2016, by E
and between the Board of County Commissioners for Collier County, Florida, a political subdivision of
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the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Q. Grady Minor and N
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Associates, P.A., authorized to do business in the State of Florida, whose business address is 3800
Via Del Rey, Bonita Springs, Florida 34134 (hereinafter referred to as the "CONSULTANT" and/or
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"CONTRACTOR").
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WITNESSETH:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape c
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Architectural services expeditiously when a need arises in connection with a Collier County project;
and I
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WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
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subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of j
Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER.
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows: w
ARTICLE 1
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CONSULTANT'S RESPONSIBILITY
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1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, g
CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter LX
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the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by S)
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written Amendment or Change Order as hereafter provided.
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1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in 8
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conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A. o
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all .1-73
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges `)
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and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
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Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved o
in writing by the Board of County Commissioners of Collier County. Work order assignments for
selecting a firm are as follows: 0
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• MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking
interested firms (all awarded firms will be invited to participate).
• For all other using departments/divisions, if project is less than $50,000, then any awarded E
firm may be selected. w
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• For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be
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selected by informally interviewing, scoring and ranking the interested firms (all awarded firms
will be invited to participate).
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1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. 2
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in E
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be X
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, ri
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement c°°
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with respect to such Services, including, but not limited to the scope, compensation and schedule for E
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performance of those Services, a Work Order shall be prepared which incorporates the terms of the o
understanding reached by the parties with respect to such Services and if both parties are in
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agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
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1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the a
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.
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1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
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Agreement or any Work Order, or to obligate OWNER in any manner or way.
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1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders I.
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
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such licenses as are required to do business in the State of Florida and in Collier County, Florida, jj
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including, but not limited to, all licenses required by the respective state boards and other
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governmental agencies responsible for regulating and licensing the professional Services to be
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provided and performed by the CONSULTANT pursuant to this Agreement. I
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1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a 2
professional service which, under Florida Statutes, requires a license, certificate of authorization or 0
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
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1.5 CONSULTANT hereby designates Mark W. Minor, President as its Principal in Charge
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(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate N
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CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order .°
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project 7
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coordinator for the Services to be provided under that Work Order (hereinafter referred to as the a
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
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CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority w
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Ordr. .
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The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER. J
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from x
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to N
provide and perform any of the Services pursuant to the requirements of this Agreement or any c
applicable Work Order, said request may be made with or without cause. Any personnel so removed 2
must be immediately replaced with a person acceptable to OWNER. 0
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1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
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of professional landscape architectural services that will be required under this Agreement. The o
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CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement
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shall be subject to the OWNER'S review and approval and shall be in accordance with the generally ZZI
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 ordinances, codes, rules, regulations and 71
requirements of any governmental agencies, and the Florida Building Code where applicable, which c:
regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT
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hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and ,Q
the Florida Public Records Law Chapter 119, including specifically those contractual requirements at
F.S. § 119.0701(2)(a)-(b) as stated as follows:® 4
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#16-6598"Fixed Term Landscape Architectural Services"
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF 72
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
The Contractor must specifically comply with the Florida Public Records Law to:
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1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records, provide the public agency
with a copy of the requested records or allow the records to be inspected or copied within a E
reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise U
provided by law.
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3. Ensure that public records that are exempt or confidential and exempt from public records
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disclosure requirements are not disclosed except as authorized by law for the duration of the 2
contract term and following completion of the contract if the Contractor does not transfer the o
records to the public agency.
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4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in N
possession of the Contractor or keep and maintain public records required by the public agency 2
to perform the service. If the Contractor transfers all public records to the public agency upon
completion of the contract, the Consultant shall destroy any duplicate public records that are ci
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exempt or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the contract, the Contractor shall meet lith
all applicable requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of public
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records, in a format that is compatible with the information technology systems of the public
agency.
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Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this t
Agreement and the County shall have the discretion to unilaterally terminate this Agreement 2
immediately.
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In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of j-
such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each
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such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its Tt
obligation to deliver complete and accurate documents necessary for successful completion of the
Services required under the subject Work Order.
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1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount o
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 o
requirements and/or codes and ordinances applicable to Consultant's performance of the work as
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related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to Nt.
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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 c
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 WE
not the County obtained substitute performance.
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1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or 7-2
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 a
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 F
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
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1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be T
submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
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State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference o
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) 2,
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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
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standard CAD specifications.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, Ti
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services c:
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional 'g)
Services. With respect to the individuals with authority to authorize Additional Services under this
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Agreement, such authority will be as established in OWNER'S Procurement Ordinance and
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Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
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Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to N
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obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
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2.2 If OWNER determines that a change in a Work Order is required because of the action taken w
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by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 0
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 c
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knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
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OWNER'S RESPONSIBILITIES o
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as 2
OWNER'S representative with respect to the Services to be rendered under the Work Order c:
(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 a
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not 2
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authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have 7,2
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
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(a) The scope of Services to be provided and performed by the CONSULTANT as a
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set forth in the Work Order;
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(b) The time the CONSULTANT is obligated to commence and complete all such _
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
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3.2 The Project Manager shall:
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(a) Review and make appropriate recommendations on all requests submitted by the 3
CONSULTANT for payment for services and work provided and performed in E
accordance with this Agreement;
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
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requirements for the Services specified in the Work Order, including design o
objectives and constraints, space, capacity and performance requirements,
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flexibility and expandability, and any budgetary limitations; �+
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at E
CONSULTANT'S disposal all available information in the OWNER'S possession 7,2
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pertinent to the Services specified in the Work Order, including existing drawings, a
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
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(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and a`
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
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hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services 6
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed o
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in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
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4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the 2
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its o
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
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government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, -
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in U
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)art, 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 2
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right to seek an extension of time to the Schedule; provided, however, the granting of any such time
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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.
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4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to 2
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work o
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Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in 3
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S 0
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performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing o
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any N
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1) 0
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year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
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the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both
parties.
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ARTICLE 5
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COMPENSATION
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5.1 Compensation and the manner of payment of such compensation by the OWNER for Services I.
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project 2
Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the E
following Price Methodologies:
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred
from the County to the Consultant; and, as a business practice there are no hourly or material
invoices presented, rather, the Consultant must perform to the satisfaction of the County's project
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manager before payment for the fixed price contract is authorized. o
Time and Materials: The County agrees to pay the contractor for the amount of labor time R
spent by the Consultant 's employees and subcontractors to perform the work (number of hours times o
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hourly rate), and for materials and equipment used in the project (cost of materials plus the I
contractor's mark up). This methodology is generally used in projects in which it is not possible to E
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accurately estimate the size of the project, or when it is expected that the project requirements would
most likely change. As a general business practice, these contracts include back-up documentation r
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of costs; invoices would include number of hours worked and billing rate by position (and not
company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and
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other reimbursable documentation for the project.
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as
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specified in the Work Order, statement of charges for the Services performed and rendered by a�
CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as 5
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herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly 3
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statement shall be in such form and supported by such documentation as may be required by 71
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OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
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Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if ¢
any).
5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply E
only to projects procured under the Time and Materials pricing methodology specified in paragraph 11
5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in
conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as
directed by OWNER.
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5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable o
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S 2
)erformance of the Services, at its direct cost with no markup; to the extent such reimbursement is o
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permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with each
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Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER. c9
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5.2.2.2 Expenses for reproducing documents that exceed the number of documents
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described in this Agreement and postage and handling of Drawings and ,
Specifications, including duplicate sets at the completion of each Work Order
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for the OWNER'S review and approval.
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5.2.2.3. Expense of overtime work requiring higher than regular rates approved in i
advance and in writing by OWNER.
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5.2.2.4. Expense of models for the OWNER'S use. Q
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5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work 2
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Order required under the applicable Work Order.
5.2.2.6Other items on request and approved in writing by the OWNER.
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5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by Tt
CONSULTANT will be deemed to be a reimbursable expense.
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized p
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
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5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that 2
CONSULTANT in writing advise OWNER of(i) the estimated time of CONSULTANT'S personnel and o
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the ce
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services N
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to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly ,_
supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 0
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5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and .
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by w
OWNER.
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5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and 3.
approval of invoices submitted on the date of services or within six (6) months after completion of
contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- X
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.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. L
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ARTICLE 6
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OWNERSHIP OF DOCUMENTS
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6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, o
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
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data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
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Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible 71
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for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own c
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,
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irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable 172
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
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grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
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ARTICLE 7
MAINTENANCE OF RECORDS .y.
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or U
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the o
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
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or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to 0
audit, inspect and copy all such records and documentation as often as they deem necessary during °C.
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the period of this Agreement and during the five (5) year period noted above, or such later date as E.
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
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request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or 2
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payment of any reimbursable expenses.
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ARTICLE 8 0
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INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless L5
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, E
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 E
be available to an indemnified party or person described in this paragraph. o
ARTICLE 9
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INSURANCE ce
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9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
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9.2 All insurance shall be from responsible companies duly authorized to do business in the State E
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of Florida. ,
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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 x
interests provisions. co-
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
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OWNER for payment of premiums or assessments for any deductibles which all are at the sole 73
responsibility and risk of CONSULTANT.
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9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- c
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
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patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this N
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be 0
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construed in accordance with the laws of the State of Florida.
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9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for Ea,
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
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except such rights as they may have to the proceeds of such insurance held by any of them.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
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9.5.1 The insurance company must be duly licensed and authorized by the Department of 5
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 2
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" 12
or higher.
ARTICLE 10 `°
SERVICES BY CONSULTANT'S OWN STAFF
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10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, v
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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,
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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 E
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third re
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel ca
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
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personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. a
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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 E
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work x
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
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OWNER under this Agreement, and any subsequently issued Work Order, with respect to the o
Services to be performed by the subconsultant or subcontractor so that the subconsulting or 3
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subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall 0
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require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors. E
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10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
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contract entered into between CONSULTANT and each subconsultant or subcontractor, however el
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
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ARTICLE 11
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WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall E
constitute a full waiver of any and all claims, except for insurance company subrogation claims, b
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against OWNER arising out of the Work Order or otherwise related to those Services, and except i
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those previously made in writing in accordance with the terms of this Agreement and identified by
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CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of t
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT. -'
ARTICLE 12
TERMINATION OR SUSPENSION 0
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is 47
agreed that either party hereto shall at any and all times have the right and option to terminate this L
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of o
termination, except that Services specified to be performed under a previously issued Work Order, 2
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shall proceed to completion under the terms of this Agreement. E
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12.2 CONSULTANT shall be considered in material default of this Agreement and such default will o
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be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in a
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified 0
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under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
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be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other 1
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codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of 2
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so 2
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terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or 3
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under o
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paragraph 12.4 below. F.
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12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 0
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
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whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the o
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event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
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limited to that portion of the fee earned through the date of termination, for any Work Orders so Ti
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
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further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
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12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be E
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written 3
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
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its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- v
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material o
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work 0'
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written o
is
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject `
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written `+
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notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no (72
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
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CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of ,
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CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon 2
24 FAO
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fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event 12
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Tt
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Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, L
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 cci
or making of this Agreement or any subsequent Work Order. o
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 g
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the o
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compensation for CONSULTANT'S services to be provided under this Agreement and each o
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the >,
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set c"
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forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
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exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
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ARTICLE 14
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CONFLICT OF INTEREST
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14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, eithei
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.
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ARTICLE 15
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MODIFICATION
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15.1 No modification or change in this Agreement shall be valid or binding upon either party unless 8
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ARTICLE 16
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NOTICES AND ADDRESS OF RECORD I
16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT tc
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the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Posta 8
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners
Collier County Florida a)
Procurement Services Division d
3327 Tamiami Trail East
Naples, FL 34112
Attention: Allison Kearns, Interim Director, Procurement Services Division
Telephone: 239-252-8407 Fax: 239-252-6480
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16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
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following CONSULTANT'S address of record:
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Q. Grady Minor and Associates, P.A.
3800 Via Del Rey
Bonita Springs, Florida 34134
Telephone: (239) 947-1144cs-
Attn: Mark W. Minor, President
mminor( gradyminor.com °;
16.3 Either party may change its address of record by written notice to the other party given in Ti
accordance with requirements of this Article.
ARTICLE 17
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MISCELLANEOUS
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17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and 2
assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
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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. ei
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to g
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be a waiver of any other breach and shall not be construed to be a modification of the terms of this 4.,
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or 2.
change the provisions in such Articles, Schedules, Parts and Attachments.
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17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the 72
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 x
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. Further, The CONSULTANT agrees that any
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Work Order that extends beyond the expiration date of this Agreement will survive and remain subject 8
to the terms and conditions of this Agreement until the completion or termination of the Work Order.
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.
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17.9 The terms and conditions of the following Schedules attached hereto are by this reference ce
incorporated herein:
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Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
RFP # 16-6598 Including Scope of Services, Terms and Conditions
Consultant's Proposal
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ARTICLE 18
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APPLICABLE LAW
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18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, ro
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and by such laws, rules and regulations of the United States as made applicable to Services funded 2
by the United States government. Any suit or action brought by either party to this Agreement againsi
the other party relating to or arising out of this Agreement must be brought in the appropriate federal x
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such co-
matters. `°
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ARTICLE 19
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SECURING AGREEMENT/PUBLIC ENTITY CRIMES 0
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or c
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, d
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and o
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each c5
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subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
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determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates al
and other factual unit costs.
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19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by 73
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which 2
read as follows:
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"A person or affiliate who has been placed on the convicted vendor list
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following a conviction for a public entity crime may not submit a bid, —J
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 x
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, c
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 20
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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 E
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 o
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settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the 6-
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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 L
Mediator certified by the State of Florida. The mediation shall be attended by representatives of 5
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make L
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the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
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either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
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ARTICLE 21 Q
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IMMIGRATION LAW COMPLIANCE
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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 D
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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
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
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Fixed Term Landscape Architectural Services the day and year first written above. 0
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ATTEST: BOARD OF COUNTY COMMISSIONERS FORas
COLLIER COUNTY, FLORIDA, u
Dwight E. Brock, Clerk c
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Donna Fiala, Chairman
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SCHEDULE A
WORK ORDER aa)
Contract 16-6598"Fixed Term Landscape Architectural Services" LE
Contract Expiration Date: , 201
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This Work Order is for professional (describe) services for work known as:
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Project Name:
Project No:
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The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. iv
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is
assigned to: Name of Firm
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II ca
* Task Ill CD
Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this 1
Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 c`-a)
will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this c
Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance al
with following method(s): ['Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC) ['Time &
Material (T&M) (established hourly rate— Schedule A) ['Cost Plus Fixed Fee (CPFF), (define which method will be used }
for which tasks) as provided in the attached proposal.
Task I $
Task II $
Task III $ E
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TOTAL FEE $
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PREPARED BY:
Name and Title Date
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APPROVED BY:
(Dept Name) , Division Director Date
APPROVED BY: -
type name, Department Administrator Date
By the signature below,the Firm(including employees,officers and/or agents)certifies, and hereby discloses,that,to the best of their knowledge and d
belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise)which
relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed.
Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that aEi
arises during the Work Order and/or project duration.
ACCEPTED BY: (Company Name)
Name&Title of Authorized Company Officer Date C� v
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SCHEDULE B
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Principal/Sr Landscape Architect $ 150.00 E
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Landscape Architect $ 125.00 1-
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Design Associate $ 90.00
Auto cad Technician $ 70.00 ii
Administrative $ 60.00 rn
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The above hourly rates are applicable to Time and Materials projects only and may not c
be all inclusive. Additional hourly rates for other personnel may be added upon mutual E
agreement in advance and in writing by the Project Manager and the Consultant, 0
without further Board approval. it
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
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and endorsements or their equivalents. If CONSULTANT has any self-insured
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retentions or deductibles under any of the below listed minimum required coverages, E
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
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responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
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(2) The insurance required by this Agreement shall be written for not less than U
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of0
commencement of the Services until the date of completion of all Services required
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hereunder or as specified in this Agreement, whichever is longer.
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(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of 8
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
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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 E
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
contain a provision that coverages afforded under the policies will not be canceled or
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allowed to expire until at least thirty (30) days prior written notice has been given to the
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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 U
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide a
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy. x
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
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Agreement.
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(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER o
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
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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.
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(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
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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, E
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
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Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
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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 ci
the OWNER with such renewal certificate(s) shall be deemed a material breach by
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CONSULTANT and OWNER may terminate the Agreement or any subsequently issued o
Work Order for cause.
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WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
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Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
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maintained by the CONSULTANT during the term of this Agreement for all employees
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engaged in the work under this Agreement in accordance with the laws of the State of
Florida. The amounts of such insurance shall not be less than:
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a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one, if applicable)
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X $100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
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COMMERCIAL GENERAL LIABILITY t3
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iZ(1) Commercial General Liability Insurance, written on an "occurrence" basis,
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shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
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Agreement, Independent Contractors, Broad Form Property Damage including
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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 o
under this Agreement. Limits of Liability shall not be less than the following:
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X Single Limit per Occurrence $1,000,000
Products/Completed Operations Aggregate $2,000,000
Aggregate $2,000,000 V
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
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modifies insurance provided under the following: Commercial General Liability ,
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
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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
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CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as anCTS
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
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(1) Automobile Liability Insurance shall be maintained by the CONSULTANT o
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for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
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limits of not less than:
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UMBRELLA LIABILITY
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(1) Umbrella Liability may be maintained as part of the liability insurance of o
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
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Commercial General Liability, and Automobile Liability coverages required herein and
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shall include all coverages on a "following form" basis. E'
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(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.
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PROFESSIONAL LIABILITY INSURANCE
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Required by this Agreement? X Yes No
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(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 recovery against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
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X $1,000,000 each claim and in the aggregate
Any deductible applicable to any claim shall be the sole responsibility of
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the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
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(2) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement. o
(3) The policy retroactive date will always be prior to the date services were
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first performed by CONSULTANT or OWNER under this Agreement, and the date will
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not be moved forward during the term of this Agreement and for five years thereafter.
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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,
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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
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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
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the full extent permitted under such policy. CONSULTANT shall promptly submit a
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certified, true copy of the policy and any endorsements issued or to be issued on the 3
policy if requested by OWNER. U
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VALUABLE PAPERS INSURANCE
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(1) In the sole discretion of the County, on a work order by work order basis,
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CONSULTANT may be required to purchase valuable papers and records coverage for
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plans, specifications, drawings, reports, maps, books, blueprints, and other printed `'.
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY 0
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(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
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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 c�
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policies that renew during the term of the project policy). CONSULTANT agrees that a.
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, a)
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
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consideration for a reduction in CONSULTANT'S self-insured retention and the risk of
uninsured or underinsured consultants.
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(2) CONSULTANT agrees to provide the following information when
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requested by OWNER or OWNER'S Project Manager:
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a. The date the professional liability insurance renews.
b. Current policy limits.
c. Current deductibles/self-insured retention. 0
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. N
(3) If OWNER elects to purchase a project professional liability policy,
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CONSULTANT to be insured will be notified and OWNER will provide professional m
liability insurance, naming CONSULTANT and its professional subconsultants as 0
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SCHEDULED Ta
TRUTH IN NEGOTIATION CERTIFICATE
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In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Q
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Florida Statutes, Q. Grady Minor and Associates, P.A., hereby certifies that wages, 0
rates and other factual unit costs supporting the compensation for the services of the
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16-6598 Fixed Term Landscape Architectural Services are accurate, complete and oci
current as of the time of contracting.
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Contract# 16-6598
"Fixed Term Landscape Architectural Services" Cti
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT is made and entered into this day of 2016, by 0
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 Urban Green Studio, oat
PLLC, authorized to do business in the State of Florida, whose business address is P.O. Box 111841,
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Naples, Florida 34108 (hereinafter referred to as the "CONSULTANT" and/or"CONTRACTOR").
WITNESSETH: 0
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WHEREAS, it is in the best interests of OWNER to be able to obtain professional Landscape et
Architectural services expeditiously when a need arises in connection with a Collier County project; o
and
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WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
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makes provisions for a fixed term contract with a firm to provide professional services to a political N
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional Landscape Architectural services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
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time by OWNER.
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained 2
herein, the parties hereto agree as follows:
ARTICLE 1
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CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, V
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CONSULTANT shall provide to OWNER professional Landscape Architectural services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by 143
written Amendment or Change Order as hereafter provided.
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1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in U
conformance with the scope of services, which shall be described in a Work Order issued pursuant to 3
the procedures described herein. The form of the Work Order is set forth in attached Schedule A. 2
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Reference to the term "Work Order" herein, with respect to authorization of Services, includes all 4
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
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and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in &
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved 5
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in writing by the Board of County Commissioners of Collier County. Work order assignments for
selecting a firm are as follows:
• MSTU/MSTD committees may select a firm by informally interviewing, scoring and ranking
interested firms (all awarded firms will be invited to participate).
• For all other using departments/divisions, if project is less than $50,000, then any awarded
firm may be selected. �� v
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• For all using departments/divisions, if projects equal to or greater than $50,000, a firm will be v
selected by informally interviewing, scoring and ranking the interested firms (all awarded firms
will be invited to participate).
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
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CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in 122
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be j
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
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1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to N
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement 12
with respect to such Services, including, but not limited to the scope, compensation and schedule for 0
performance of those Services, a Work Order shall be prepared which incorporates the terms of the
understanding reached by the parties with respect to such Services and if both parties are in
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agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
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provide the Services required thereby, in accordance with the terms of this Agreement and the subject
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Work Order.
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1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the 127
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee
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unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
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1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
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Agreement or any Work Order, or to obligate OWNER in any manner or way.
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1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders N
thereto) are hereby incorporated into and made a part of this Agreement by reference. co
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1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all tz
such licenses as are required to do business in the State of Florida and in Collier County, Florida,
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including, but not limited to, all licenses required by the respective state boards and other
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governmental agencies responsible for regulating and licensing the professional Services to be �,
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provided and performed by the CONSULTANT pursuant to this Agreement.
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1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a 3
professional service which, under Florida Statutes, requires a license, certificate of authorization or 2c
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other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified TS
personnel to provide such Services to OWNER. E
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1.5 CONSULTANT hereby designates Dayna L. Fendrick, Managing Member as its Principal in I:
Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate o
CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order n
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CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
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coordinator for the Services to be provided under that Work Order (hereinafter referred to as the .�
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"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the E.
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CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
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be provided and performed under the Work Order. Further, the Project Coordinator has full authority 1
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Orde .�
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The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
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whatever time is required to satisfactorily manage the services to be provided and performed by the E
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge a
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and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written 2
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from L5
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
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other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any v
applicable Work Order, said request may be made with or without cause. Any personnel so removed
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must be immediately replaced with a person acceptable to OWNER. o
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional landscape architectural services that will be required under this Agreement. The
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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 0
accepted standards of professional practice in the State of Florida, as well as in accordance with all n
applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and (2.5)
requirements of any governmental agencies, and the Florida Building Code where applicable, which
regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT
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hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and
the Florida Public Records Law Chapter 119, including specifically those contractual requirements at
F.S. § 119.0701(2)(a)-(b) as stated as follows: Cid 5
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO w
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
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Communication and Customer Relations Division a
3299 Tamiami Trail East, Suite 102 J
Naples, FL 34112-5746 E
Telephone: (239) 252-8383
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The Contractor must specifically comply with the Florida Public Records Law to:
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1. Keep and maintain public records required by the public agency to perform the service.
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2. Upon request from the public agency's custodian of public records, provide the public agency N
with a copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise
provided by law. o
3. Ensure that public records that are exempt or confidential and exempt from public records w
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the Contractor does not transfer the 8
records to the public agency.
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4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in o
possession of the Contractor or keep and maintain public records required by the public agency in
to perform the service. if the Contractor transfers all public records to the public agency upon g
completion of the contract, the Consultant shall destroy any duplicate public records that are 2
exempt or confidential and exempt from public records disclosure requirements. if the Contractor
keeps and maintains public records upon completion of the contract, the Contractor shall meet
all applicable requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of public s
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records, in a format that is compatible with the information technology systems of the public
agency. 3-
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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
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immediately.
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 1,1
47
such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its
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obligation to deliver complete and accurate documents necessary for successful completion of the 2
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Services required under the subject Work Order.
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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
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deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal cal
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requirements and/or codes and ordinances applicable to Consultant's performance of the work as
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related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to o
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 0
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
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not the County obtained substitute performance.
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1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or F,
organization, without OWNER'S prior written consent, or unless incident to the proper performance of F
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings a
where such information has been properly subpoenaed, any non-public information concerning the 2
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its E
employees, agents, subconsultants and subcontractors to comply with the provisions of this x
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 Tt
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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 U
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specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
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Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) o
GPS Network as provided by OWNER. Information layers shall have common naming conventions 2
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(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry o
standard CAD specifications.
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ARTICLE 2 0
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ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, g
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for 4
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Procurement Ordinance a f
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Procedures in effect at the time such services are authorized. Except in an emergency endangering .
life or property, any Additional Services must be approved in writing via an Amendment or Change U
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for 2
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the costs of Additional Services commenced without such express prior written approval. Failure to 2
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by E
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work x
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
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2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to 8
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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 o
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knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
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notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment o
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
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OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as g
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
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transmit instructions, receive information, interpret and define OWNER'S policies and decisions with T
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
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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:
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(a) The scope of Services to be provided and performed by the CONSULTANT as N
set forth in the Work Order;
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(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or 6.7
(c) The amount of compensation the OWNER is obligated or committed to pay the cibt
CONSULTANT as set forth in the Work Order.
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3.2 The Project Manager shall: I
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in o
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S E
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requirements for the Services specified in the Work Order, including design 2
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objectives and constraints, space, capacity and performance requirements, o
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flexibility and expandability, and any budgetary limitations; O
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(c) Upon request from CONSULTANT, assist CONSULTANT by placing at n
CONSULTANT'S disposal all available information in the OWNER'S possession g
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other e
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data relative to the subject Work Order;
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(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by L
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the 2
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4 co-
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed ci
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
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performance of the Services under each Work Order. o
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4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the `)
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of o
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, o
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 6
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services a
from any cause whatsoever, including those for which OWNER may be responsible in whole or in E
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part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time Q
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. 7
This paragraph shall expressly apply to claims for early completion, as well as claims based on late E
completion. c)
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to f
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work 3
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Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S s
t.performance is or will shortly be back on schedule.
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any p
other damages hereunder.
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4.6 The period of service shall be from the date of execution of this Agreement through one (1)
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year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
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the Agreement period have been completed. This Agreement may be renewed for an additional three g
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(3) one (1) year renewable period. Any such annual renewal shall be agreed to, in writing, by both a
parties.
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ARTICLE 5
COMPENSATION ;
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5.1
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project .
Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the
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following Price Methodologies: iz
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred 'it,
from the County to the Consultant; and, as a business practice there are no hourly or material
invoices presented, rather, the Consultant must perform to the satisfaction of the County's project ri
manager before payment for the fixed price contract is authorized.
Time and Materials: The County agrees to pay the contractor for the amount of labor time E
spent by the Consultant 's employees and subcontractors to perform the work (number of hours times o
hourly rate), and for materials and equipment used in the project (cost of materials plus the
contractor's mark up). This methodology is generally used in projects in which it is not possible to 0
accurately estimate the size of the project, or when it is expected that the project requirements would
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most likely change. As a general business practice, these contracts include back-up documentation
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of costs; invoices would include number of hours worked and billing rate by position (and not g
company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and
other reimbursable documentation for the project. co
CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as w
specified in the Work Order, statement of charges for the Services performed and rendered by
CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as <
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
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statement shall be in such form and supported by such documentation as may be required by a
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OWNER. All such statements shall be on CONSULTANT'S letterhead and shalt indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if a
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any).
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5.2 The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply 12
only to projects procured under the Time and Materials pricing methodology specified in paragraph j-
5.1 above. The Rate Schedule may be updated by mutual agreement on an annual basis, in
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conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as
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directed by OWNER.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable 8
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
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performance of the Services, at its direct cost with no markup; to the extent such reimbursement is E
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the o
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with each
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Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
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from/to destinations outside of Collier or Lee Counties approved by OWNER. F
5.2.2.2 Expenses for reproducing documents that exceed the number of documents E
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described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order
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for the OWNER'S review and approval. r
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5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work J
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Order required under the applicable Work Order.
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5.2.2.6 Other items on request and approved in writing by the OWNER. cs-
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5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
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the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense. c'
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5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized e5
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
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5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the o
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services o
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly n
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and a
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
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Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
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5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and 2
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approval of invoices submitted on the date of services or within six (6) months after completion of 1.2
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.
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5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
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ARTICLE 6
OWNERSHIP OF DOCUMENTS
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6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical r
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable 0
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such �n
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible is
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for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own 13
expense, may retain copies of the Project Documents for its files and internal use.
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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, w
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irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to F
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
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Documents to complete the subject project or task following CONSULTANT'S termination for any 2
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for 3
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
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MAINTENANCE OF RECORDS
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7.1 CONSULTANT will keep adequate records and supporting documentation which concern or E
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT 0
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
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or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
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audit, inspect and copy all such records and documentation as often as they deem necessary during
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the period of this Agreement and during the five (5) year period noted above, or such later date as 0
may be required by law; provided, however, such activity shall be conducted only during normal tfi
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business hours. a�
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7.2 The records specified above in paragraph 7.1 include accurate time records, which '
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
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request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or g
payment of any reimbursable expenses. Q
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ARTICLE 8
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INDEMNIFICATION
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8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
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OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 12
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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 2
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utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation E
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may 0
be available to an indemnified party or person described in this paragraph.
ARTICLE 9
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INSURANCE r`
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9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
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9.3 All insurance policies required by this Agreement shall include the following provisions and a
conditions by endorsement to the policies: L
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability
policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of
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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 ofco-
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interests provisions.
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9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
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OWNER for payment of premiums or assessments for any deductibles which all are at the sole
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responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
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insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained 1
by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. o
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
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patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this 0
Agreement. cn
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be c
construed in accordance with the laws of the State of Florida.
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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.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required ,
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hereunder must meet the following minimum requirements:
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9.5.1 The insurance company must be duly licensed and authorized by the Department of N
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. .
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI"
or higher.
ARTICLE 10
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SERVICES BY CONSULTANT'S OWN STAFF
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10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
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unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of I
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the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, .Y
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 o
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel c
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
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percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All E
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personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or v
replaced without OWNER'S prior written consent. c-
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10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. 3
By appropriate written agreement, the CONSULTANT shall require each subconsultant or .
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subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to i°J
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work j
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Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the ccit
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the Tt
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the 7y3
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OWNER under this Agreement, and any subsequently issued Work Order, with respect to the 8
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Services to be performed by the subconsultant or subcontractor so that the subconsulting or E
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall o
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require each subconsultant or subcontractor to enter into similar agreements with its sub-
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subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each a
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contract entered into between CONSULTANT and each subconsultant or subcontractor, however o
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor. ca
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ARTICLE 11
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WAIVER OF CLAIMS
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1211.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it 1
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against OWNER arising out of the Work Order or otherwise related to those Services, and except w
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those previously made in writing in accordance with the terms of this Agreement and identified by v
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
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CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of f
OWNER'S rights against CONSULTANT.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is N
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agreed that either party hereto shall at any and all times have the right and option to terminate this t
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Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto 0
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
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shall proceed to completion under the terms of this Agreement.
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12.2 CONSULTANT shall be considered in material default of this Agreement and such default will N
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a) 5
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CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general E
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, a
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
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codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the cd.
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CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
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determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under 8
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so 0
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT n
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or g
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent E
reasonably possible.
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12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or Q.
under its control arising out of or relating to this Agreement or any Work Orders.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so 0,4
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to f
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its schedule in accordance with the procedures set forth in Article Four herein.
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12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- 12
five (45) days after such payment is due as set forth in the Work Order or such other time as required o
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
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Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject a
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Work Order until such default is cured, after giving OWNER a second fourteen (14) days written o
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the n
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
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CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
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fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon ti
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fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event v
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from a
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Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or r
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,
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individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, -a
commission, percentage, gift or any other consideration contingent upon or resulting from the award o
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT E
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated w
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
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compensation for CONSULTANT'S services to be provided under this Agreement and each g
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set c
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forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit .
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costs. All such adjustments shall be made within one (1) year following the end of the subject Work
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Order.
ARTICLE 14
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CONFLICT OF INTEREST
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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 r
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employed to perform those Services.
ARTICLE 15
MODIFICATION
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15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
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in writing and executed by the party or parties intended to be bound by it. o
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ARTICLE 16
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NOTICES AND ADDRESS OF RECORD
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•16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
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the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Si
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
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address of record:
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Board of County Commissioners
Collier County Florida E
Procurement Services Division
3327 Tamiami Trail East a
Naples, FL 34112
Attention: Allison Kearns, Interim Director, Procurement Services Division
Telephone: 239-252-8407 Fax: 239-252-6480
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16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the p
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 4'
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following CONSULTANT'S address of record:
Urban Green Studio, PLLC
P.O. Box 111841 CD
Naples, Florida 34108 ii
Telephone: (239) 263-4029
Attn: Dayna L. Fendrick, Managing Member
davna@urbangreenstudio.com
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16.3 Either party may change its address of record by written notice to the other party given in N
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accordance with requirements of this Article. o
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ARTICLE 17
MISCELLANEOUS
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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.
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17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof N
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shall impair the rights or liabilities of either party. I
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17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CD
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or F
change the provisions in such Articles, Schedules, Parts and Attachments. a
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17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
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entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior F
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
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survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any
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Work Order that extends beyond the expiration date of this Agreement will survive and remain subject 12
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to the terms and conditions of this Agreement until the completion or termination of the Work Order. o
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall 2
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:
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Schedule A WORK ORDER FORMcD
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Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
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Schedule D TRUTH IN NEGOTIATION CERTIFICATE
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RFP # 16-6598 Including Scope of Services, Terms and Conditions
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Consultant's Proposal
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ARTICLE 18
APPLICABLE LAW
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18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, N
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and by such laws, rules and regulations of the United States as made applicable to Services funded 3
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by the United States government. Any suit or action brought by either party to this Agreement against A
the other party relating to or arising out of this Agreement must be brought in the appropriate federal j-
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
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ARTICLE 19 e.
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SECURING AGREEMENT/PUBLIC ENTITY CRIMES -a
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
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person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this E
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, E
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individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, rt
commission, percentage, gift or any other consideration contingent upon or resulting from the award ,,
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or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and g
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each c
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates
and other factual unit costs.
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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
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read as follows: Q
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"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 0
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
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vendor list."
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ARTICLE 20
DISPUTE RESOLUTION
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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
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by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full ce
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decision-making authority and by OWNER'S staff person who would make the presentation of any
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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 g
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parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court c
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
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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. L
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ARTICLE 21
IMMIGRATION LAW COMPLIANCE
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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 j
immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations g
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 7(4
to unilaterally terminate this agreement immediately. 0
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
Fixed Term Landscape Architectural Services the day and year first written above.
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ATTEST: BOARD OF COUNTY COMMISSIONERS FOR N
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
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By:
Date: By:
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Donna Fiala, Chairman
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•proved as to Form and Legality
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ssistant County Attorney
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SCHEDULE A z
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WORK ORDER :E
Contract 16-6598"Fixed Term Landscape Architectural Services"
Contract Expiration Date: , 201 0
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This Work Order is for professional (describe)services for work known as: 0
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Project Name: `-I
Project No: E
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The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. 1-
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is
assigned to: Name of Firm iZ
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Scope of Work: As detailed in the attached proposal and the following: a
* Task I - c?
* Task II to
* Task Ill Tt
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Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this m
Work Order.The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement# 00-0000 c
will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this o
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Work Order. 7
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance m
with following method(s): ONegotiated Lump Sum (NLS) OLump Sum Plus Reimbursable Costs (LS+RC) Time & o
Material (T&M) (established hourly rate— Schedule A) ❑Cost Plus Fixed Fee (CPFF), (define which method will be used c
for which tasks)as provided in the attached proposal. o
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Task I $ aa,
Task II $ E
Task III $ o
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TOTAL FEE $ ix
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PREPARED
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Name and Title Date CN
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APPROVED BY: -�
(Dept Name) , Division Director Date <n
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APPROVED BY: a)
type name, Department Administrator Date 0
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By the signature below, the Firm(including employees, officers and/or agents)certifies, and hereby discloses,that,to the best of their knowledge and s
belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which 5
relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed.
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Additionally,the Firm agrees to notify the Procurement Director, in writing within 48 hours of learning of any actual or potential conflict of interest that E
arises during the Work Order and/or project duration. 0
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ACCEPTED BY: (Company Name)
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Name&Title of Authorized Company Officer Date E
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SCHEDULE B
RATE SCHEDULE
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Title Rates
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Principal/Sr Landscape Architect $ 150.00
Landscape Architect $ 125.00 0
Design Associate $ 90.00 j
Auto cad Technician $ 70.00 co-
Administrative $ 60.00 n
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The above hourly rates are applicable to Time and Materials projects only and may not
be all inclusive. Additional hourly rates for other personnel may be added upon mutual o
agreement in advance and in writing by the Project Manager and the Consultant,
without further Board approval.
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the 0
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 0
responsibility for such obligations. All self-insured retentions or deductibles will be
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CONSULTANT'S sole responsibility.
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(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.
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(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
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(4) Simultaneously with the execution and delivery of this Agreement by `V
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CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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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
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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 a
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nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
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CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
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aggregate limit reinstated to the full extent permitted under such policy. ;X
(5) All insurance coverages of the CONSULTANT shall be primary to any CD
insurance or self insurance program carried by the OWNER applicable to this
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Agreement.
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(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
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that the insurance requirements have been satisfied or that the insurance policy shown 0
on the Certificate of Insurance is in compliance with the requirements of this Agreement. o
(7) CONSULTANT shall require each of its subconsultants to procure and
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maintain, until the completion of the subconsultant's services, insurance of the types 0
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.
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(8) Should at any time the CONSULTANT not maintain the insurance
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coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
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days after demand, OWNER has the right to offset these costs from any amount due
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CONSULTANT under this Agreement or any other agreement between OWNER and
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CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
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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
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prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
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triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) E'
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business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No 0
(1) Workers' Compensation and Employers' Liability Insurance shall be
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maintained by the CONSULTANT during the term of this Agreement for all employees 0
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)
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X $100,000 Each Accident a
$500,000 Disease Aggregate
$100,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed. Q
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COMMERCIAL GENERAL LIABILITY
Required by this Agreement? X Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis, 0
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
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Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including o
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than 0
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five (5) years following the completion and acceptance by the OWNER of the work CCI
under this Agreement. Limits of Liability shall not be less than the following:
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X Single Limit per Occurrence $1,000,000
Products/Completed Operations Aggregate $2,000,000
Aggregate $2,000,000 0
(2) The General Aggregate Limit shall apply separately to this Project and the a
policy shall be endorsed using the following endorsement wording. "This endorsement 0
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
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CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
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(3) The OWNER, Collier County Government, shall be named as an Q
Additional Insured and the policy shall be endorsed that such coverage shall be primary
ctlto any similar coverage carried by the OWNER. E
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X Applicable Not Applicable
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AUTOMOBILE LIABILITY INSURANCE
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Required by this Agreement? X Yes No
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
limits of not less than:
X Bodily Injury & Property Damage- $ 500,000
UMBRELLA LIABILITY 4
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(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, CO
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
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(2) The policy shall contain wording to the effect that, in the event of the a)
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
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PROFESSIONAL LIABILITY INSURANCE
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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 recovery against
OWNER as to any claims under this insurance. Such insurance shall have limits of not 0
less than: �•
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X $1,000,000 each claim and in the aggregate Tt
Any deductible applicable to any claim shall be the sole responsibility of
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the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. 0
(2) The CONSULTANT shall continue this coverage for a period of not less
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than five (5) years following completion of all Services authorized under this Agreement. w
(3) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will cc
not be moved forward during the term of this Agreement and for five years thereafter. N
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
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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 0
(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
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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.
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PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
0
policy will be purchased, then CONSULTANT agrees to use its best efforts in -0
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
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during the term of the project policy (and on any subsequent professional liability
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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, c)
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OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of 0
OWNER for the provision of project-specific professional liability insurance policy in
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consideration for a reduction in CONSULTANT'S self-insured retention and the risk of
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uninsured or underinsured consultants.
(2) CONSULTANT agrees to provide the following information when Q
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requested by OWNER or OWNER'S Project Manager:
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a. The date the professional liability insurance renews.
b. Current policy limits. o
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 N
omissions application.
(3) If OWNER elects to purchase a project professional liability policy, 0
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CONSULTANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as
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named insureds. -
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SCHEDULED
TRUTH IN NEGOTIATION CERTIFICATE
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In compliance with the Consultants' Competitive Negotiation Act, Section 287.055,
Florida Statutes, Urban Green Studio, PLLC, hereby certifies that wages, rates and
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other factual unit costs supporting the compensation for the services of the
CONSULTANT to be provided under the Professional Services Agreement, concerning06
16-6598 Fixed Term Landscape Architectural Services are accurate, complete and
current as of the time of contracting.
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