Agenda 10/25/2016 Item #16E 3 16.E.3
10/25/2016
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign the Assumption Agreement from
Schlumberger Water Services USA, Inc. to PB Water Services USA, Inc. as it relates to Contract
#13-6164 "Professional Services Architect and Engineering" for the following discipline: Wellfield
Study,Planning and/or Design(WEL).
OBJECTIVE: To assign the agreement from the original party, Schlumberger Water Services USA, Inc.
to PB Water Services USA,Inc.
CONSIDERATIONS: The proposed Assumption Agreement assigns all rights, duties, benefits, and
obligations of the Vendor under Contract #13-6164 "Professional Services Architect and Design" dated
and approved by the Board of County Commissioners on February 25,2014(Agenda Item 16.E.5).
The acquisition of Schlumberger took place on August 1, 2016 and County staff was notified on August
19, 2016. Staff has acquired the necessary documents from PB Water Services USA, Inc. which have
been reviewed and approved by the County Attorney's Office. The Procurement Services Division is
recommending approval of the assumption of this agreement by the new firm.
FISCAL IMPACT: There is no fiscal impact associated with this action.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this
Executive Summary.
LEGAL CONSIDERATIONS: The County Attorney's Office has reviewed this item and approved it as
to form and legality. Majority support is required for approval. -JAK
RECOMMENDATION: That the Board of County Commissioners approves and authorizes its
Chairman to sign the proposed Assumption Agreement with PB Water Services USA, Inc. as it relates to
Contract #13-6164 "Professional Services Architect and Design" for the following discipline: Wellfield
Study,Planning and/or Design(WEL).
Prepared By: Viviana Giarimoustas,Procurement Technician,Procurement Services Division
ATTACHMENT(S)
1. 13-6164 PBWaterServicesUSA_AssumptionAgreement (PDF)
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16.E.3
10/25/2016
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.3
Item Summary: Recommendation to approve and authorize the Chairman to sign the Assumption
Agreement from Schlumberger Water Services USA, Inc. to PB Water Services USA, Inc. as it relates to
Contract #13-6164 "Professional Services Architect and Engineering" for the following discipline:
Wellfield Study,Planning and/or Design(WEL).
Meeting Date: 10/25/2016
Prepared by:
Title: Purchasing Technician—Procurement Services
Name: Viviana Giarimoustas
09/23/2016 11:03 AM
Submitted by:
Title: Interim Procurement Director—Procurement Services
Name: Allison Kearns
09/23/2016 11:03 AM
Approved By:
Review:
Procurement Services Lissett DeLaRosa Level 1 Purchasing Gatekeeper Completed 09/23/2016 11:09 AM
Administrative Services Department Pat Pochopin Level 1 Division Reviewer Completed 09/27/2016 3:24 PM
Procurement Services Sandra Herrera Level 1 Purchasing Reviewer 1-4 Completed 09/27/2016 3:30 PM
Procurement Services Allison Kearns Level 1 Purchasing Reviewer 1-4 Completed 10/03/2016 5:02 PM
Administrative Services Department Len Price Level 2 Division Administrator Review Completed 10/10/2016 4:33 PM
County Attorney's Office Jeffrey A.Klatzkow Level 2 Attorney Review Completed 10/12/2016 10:11 AM
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 10/11/2016 8:46 AM
Office of Management and Budget Laura Wells Additional Reviewer Completed 10/11/2016 1:06 PM
County Attorney's Office Jeffrey A.Klatzkow Level 3 County Attorney's Office Review Completed 10/12/2016 10:12 AM
County Manager's Office Leo E.Ochs Level 4 County Manager Review Completed 10/14/2016 1:08 PM
Board of County Commissioners MaryJo Brock Meeting Pending 10/25/2016 9:00 AM
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16.E.3.a
ASSUMPTION AGREEMENT
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This Assumption Agreement is made and entered into as of ,
2016, by and between PB Water Services USA Inc. ("PB Water") and Collier County, a political
subdivision of the State of Florida("County"). .
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WHEREAS, on February 25, 2014 (Agenda Item 16E5) the County awarded Contract
#13-6164 "Professional Services Architect and Engineering" for the following discipline: N
Wellfield Study, Planning and/or Design (WEL) to Schlumberger Water Services USA Inc.
("Schlumberger"). Contract #13-6164 between the County and Schlumberger was executed on
March 9, 2014, and is attached hereto as Exhibit A(hereinafter referred to as "Agreement"); and -�
WHEREAS, PB Water, hereby represents to Collier County that by virtue of an o
acquisition PB Water is the successor in interest to in relation to the Agreement; and
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WHEREAS, the parties wish to formalize PB Water's assumption of rights and
obligations under the Agreement effective as of the date first above written. 0
NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which E
are acknowledged by the parties, it is agreed as follows: 0
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1. PB Water accepts and assumes all rights, duties, benefits, and obligations of the
Consultant under the Agreement, including all existing and future obligations to pay and perform
under the Agreement.
2. PB Water will promptly deliver to County evidence of insurance consistent with
the Agreement.
3. Further supplements to, or modifications of, the Agreement shall be approved in
writing by both parties. E
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4. Notice required under the Agreement to be sent to Consultant shall be directed to: <i
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CONSULTANT:
PB Water Services USA Inc.
One Penn Plaza, 2nd Floor
New York,NY 10119
Phone: 239-481-6494 Fax: 239-481-6393
Attention: Lisa Latkowski
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5. The County hereby consents to PB Water's assumption of the Agreement in order
to continue the services provided under Contract #13-6164. No waivers of performance or
extensions of time to perform are granted or authorized. The County will treat PB Water as the r
Consultant for all purposes under the Agreement. Except as provided herein, all other terms and
conditions of the Agreement remain in full force and effect.
[16-PRC-03170/1286405/1] 1 /e'1
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IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption a,
Agreement effective as of the date first above written. o
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COLLIER COUNTY: g
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ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA 0
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EXHIBIT A
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Contract#13-6164 a
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"Professional Services: Architect and Engineering"-for the following disciplines:
Wellfield Study, Planning and/or Design (WEL)
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FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT is made and entered into this C't ' day of fV tr-r_k t 2014 by and
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between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
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State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Schlumberger Water
Services USA Inc., authorized to do business in the State of Florida, whose business address is o
1567 Hayley Lane, Suite 202, Fort Myers, FL 33907 (hereinafter referred to as the "CONSULTANT').
WITNESSETH: 0
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WHEREAS, it is in the best interests of OWNER to be able to obtain professional consulting o
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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), a
makes provisions for a fixed term contract with a firm to provide professional services to a political 0
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subdivision, such as the County; and y
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WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional consulting services on a fixed term basis as U
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 .2
herein, the parties hereto agree as follows:
ARTICLE 1
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CONSULTANT'S RESPONSIBILITY i
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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 consulting services (hereinafter the "Services") o
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as herein set forth. The term "Services" includes all Additional Services authorized by written
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Amendment or Change Order as hereafter provided. o
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services,which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
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Reference to the term "Work Order" herein, with respect to authorization of Services, includes all `=
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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. Work order assignments for CCNA contracts shall be
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made in accordance with the current Purchasing Procedures, or as amended by OWNER. N
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
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
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1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to 0
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and schedule for N
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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 c
agreement therewith, they shall jointly execute the Work Order. o
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly 0
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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 04
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee N
unto CONSULTANT that any specific amount of Services will be requested or required of E.
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CONSULTANT pursuant to this Agreement. a)
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.
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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
such licenses as are required to do business in the State of Florida and in Collier County, Florida, n.
including, but not limited to, all licenses required by the respective state boards and other M
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governmental agencies responsible for regulating and licensing the professional Services to be
provided and performed by the CONSULTANT pursuant to this Agreement.
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a
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professional service which, under Florida Statutes, requires a license, certificate of authorization or
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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 William Scott Manahan, PE, Florida Operations Manager as
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its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind o
and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work
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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
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the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of N
the CONSULTANT with respect to directing, coordinating and administering all aspects of the
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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 o
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 i
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performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the N
Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without
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OWNER'S prior written approval, and if so removed must be immediately replaced with a person
acceptable to OWNER. an
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from o
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
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. 'o
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1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type 2
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of professional consulting services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
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standards of professional practice in the State of Florida, as well as in accordance with all applicable
laws, statutes, including but not limited to the Local Government Prompt Payment Act (218.735 and
218.76 F.S.), as amended, the Florida Public Records Law Chapter 119 (including specifically those
contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3)), ordinances, codes, rules, regulations
and requirements of any governmental agencies, and the Florida Building Code where applicable,
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which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT
hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the ai
OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding
resolution of each such conflict. OWNER'S approval of any design documents in no way relieves
CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful
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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
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deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal v
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
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 o
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Consultant. The County may also deduct or charge the Consultant for services and/or items
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necessary to correct the deficiencies directly related to the Consultant's non-performance whether or o
not the County obtained substitute performance.
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 N
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
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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 o
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employees, agents, subconsultants and subcontractors to comply with the provisions of this E
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. ai
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1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
State Plane East (US Feet) Coordinate System (NAD 83190). The drawings should either reference
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter LL
Sections are also acceptable), or when implemented, derived from the RTK(Real-Time Kinematic) M
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GPS Network as provided by OWNER. Information layers shall have common naming conventions o
(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
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CCf
CDCONSULTANT 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
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Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional 73
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
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Procedures in effect at the time such services are authorized. Except in an emergency endangering
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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 w
the costs of Additional Services commenced without such express prior written approval. Failure to
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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
is not additional but rather a part of the Services originally required of CONSULTANT under the can
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subject Work Order. v
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 co
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
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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
OWNER'S RESPONSIBILITIES (13
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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 Q.
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(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to 0
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transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANTS Services under the Work Order. However, the Project Manager is not E
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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: a
(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 o
Services as set forth in the Work Order; or
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(c) The amount of compensation the OWNER is obligated or committed to pay the
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CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall: '
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement; ,
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations; N
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings, o
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specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order, o
(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
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4 0
TIME o.
4.1 Each Work Order will have a time schedule (°Schedule") for the performance of the Services a
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to al
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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 cL
performance of the Services under each Work Order. co
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4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
toServices as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of o
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 U
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of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
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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,
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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 .2
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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
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right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned No Damage For Delay' provision.
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This paragraph shall expressly apply to claims for early completion, as well as claims based on late
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completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services o
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to E
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the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all i
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 ':
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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 o
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 5
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through five (5)
years 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. 0.
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4.7 The County Manager or designee may, at his discretion, extend the Agreement under all of the o
terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The
County Manager or designee shall give the CONSULTANT written notice of the OWNER's intention
to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term.
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ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services o
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
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agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
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Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly`,
statement shall be in such form and supported by such documentation as may be required by m
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OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order/Purchase Order Number and Project Site description (if any).
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5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time 0
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reasonably expended by CONSULTANT'S personnel in performing the Services. Requests for
consideration of a price adjustment must be made on the contract anniversary date, in writing, to the
Purchasing Director. Price adjustments are dependent upon the lesser of the All Urban consumer
price index (CPI) and the All Urban South consumer price index (CPI) for the immediate twelve (12) o
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month period preceding the anniversary date of the Agreement, budget availability, and Purchasing
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approval. 0
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5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
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performance of the Services, at its direct cost with no markup; to the extent such reimbursement is
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
5.2.2 Reimbursable expenses shall be invoiced for the expendituresincurred by the
CONSULTANT as follows:
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5.2.2.1. Expenses of transportation and living when traveling in connection with eachn.
Work Order, except for local travel within Collier or Lee Counties, as provided Q
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in Section 112.061, F.S., and all Contract-related mileage for trips that are cn
from/to destinations outside of Collier or Lee Counties approved by OWNER. U
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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 cb
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 0
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advance and in writing by OWNER.
5.2.2.4. Expense of models for the OWNER'S use.
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5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work
Order required under the applicable Work Order.
5.2.2.6Other 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
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the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by o
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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 g
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 E
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CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANTS personnel and
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the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the a
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estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly a�
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
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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 o
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and .Q
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-
2
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. 2
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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
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OWNERSHIP OF DOCUMENTS
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 o
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 ai
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible cn
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to a.
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, M
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irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable o
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
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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. o
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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
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT rz
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the N
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 o
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 a�
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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 o
the aforesaid time records, as well as invoices or proofs showing CONSULTANTS incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8
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INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless o
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, ro
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the o
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or c
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utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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ARTICLE 9FG
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
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Documents, insurance of the types and in the amounts described herein and further set forth in
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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
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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 •
1-73
conditions by endorsement to the policies:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability
policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of
this Agreement shall name Collier County Government, Collier County, Florida, as an additional
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insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions. o
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 al
responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
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9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form o
patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this
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Agreement.
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.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for o
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damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, 0.
except such rights as they may have to the proceeds of such insurance held by any of them. o
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements: 0
9.5.1 The insurance company must be duly licensed and authorized by the Department of o
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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"
or higher. 0
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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,
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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, n.
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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 o
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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 U
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 20.
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each o
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subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
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 a.
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 o
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the E
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CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the ¢i
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-
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subconsultants or sub-subcontractors.
19 f
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10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each a
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
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and any subconsultant or subcontractor. N
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ARTICLE 11
WAIVER OF CLAIMS
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11.1 CONSULTANTS 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 o
against OWNER arising out of the Work Order or otherwise related to those Services, and except
as
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
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12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is a1
agreed that either party hereto shall at any and all times have the right and option to terminate this j
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
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termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
20
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12.2 CONSULTANT shall be considered in material default of this Agreement and such default will o
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) c
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
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under that Work Order, or (b) CONSULTANTS failure to properly and timely perform the Services to (75
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, o
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officers or directors, or (d) CONSULTANTS failure to obey any'laws, ordinances, regulations or other
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codes of conduct, or (e) CONSULTANTS failure to perform or abide by the terms and conditions of o
4/73
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
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
0
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
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paragraph 12.4 below. a)
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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
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whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the T
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 a
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 (s
a)
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 c
reasonably possible. 0
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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 2
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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.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
0
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
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suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to ;v
its schedule in accordance with the procedures set forth in Article Four herein. 0
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five
(45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work cf)
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
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notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the o
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 i;
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 ofirzs
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 o
a.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 o
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner. o j
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ARTICLE 13 o
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TRUTH IN NEGOTIATION REPRESENTATIONS
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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 o
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�
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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.
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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
23
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16.E.3.a
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to 0
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 'o
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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 c
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
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. L
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ARTICLE 16 a
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
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal o
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record: ca
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Board of County Commissioners,
Collier County Florida o
Purchasing Department o
3327 Tamiami Trail East
Naples, FL. 34112
Attention: Joanne Markiewicz, Director, Procurement Services
Telephone: 239-252-8407 0
Fax: 239-732-0844 8
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 CONSULTANTS address of record:
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Schlumberger Water Services USA Inc. E
1567 Hayley Lane, Suite 202
Fort Myers, FL 33907 1
Attn: William Scott Manahan, PE, Florida Operations Manager
Telephone: 239-481-6494
FAX: 239-481-6393
Email: smanahan@slb.com
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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. n
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ARTICLE 17 2
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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. .8-
17.2
o17.2 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 2
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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. CD
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
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior U)
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
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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 0_
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 o
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to the terms and conditions of this Agreement until the completion or termination of the Work Order. E
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
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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 a
incorporated herein: ;
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Schedule A WORK ORDER FORM
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Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
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Schedule D TRUTH IN NEGOTIATION CERTIFICATE 0
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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,
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
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or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
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ARTICLE 19 0
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award a.
or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and
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deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
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made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates
and other 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
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted ,
vendor list."
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DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve s
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 5
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 a
commencement of depositions in any litigation between the parties arising out of this Agreement, the0
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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
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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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20.2 Any suit or action brought by either party to this Agreement against the other party relating to 0
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 21
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IMMIGRATION LAW COMPLIANCE
21 .1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the m.
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
29
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relating thereto, as either may be amended. Failure by the Consultant to comply with the laws o
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for"Professional Services:Architect and Engineering" the day and year first written v
above.
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ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
,�cd.) COLLIER COUNTY, FLORIDA,
Dwight-E. frock;•Cleri
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By Ii a
'V,4Date: '+_`4y:_
Tom Henning, Chairm o
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Approved as to Form and Legality
F4AAA:LOYN-PRI,94;"n
Assistant County Attorney
Schlumbereer Water Services USA Inc. v
By:
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Witness
William S. Manahan
Robert G. Maliva
Typed Name and Title Typed Name and Title
PrincipalH eol ist Vice President
Florida Operations Manager
Witness
Walter D. Wells
Typed Name and Titlecn
Senior Scientist
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SCHEDULE A °
WORK ORDER/PURCHASE ORDER
Contract 13-6164"Professional Services:Architect and Engineering"
Contract Expiration Date: , 201 2
This Work Order is for professional(describe)services for work known as:
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Project Name: •
Project No: o
The work is specified in the proposal dated ,201which is attached hereto and made a part of this Work Order. In cv
accordance with Terms and Conditions of the Agreement referenced above,this Work Order/Purchase Order is assigned
to: Name of Firm n,
Scope of Work: As detailed in the attached proposal and the following: o
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• Task o
* Task ll
* Task 111
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Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this c
Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement# 13- w
6164 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of
this Work Order.
Compensation: In accordance with the Agreement referenced above, the County will compensate the Firm in ce
accordance with following method(s): [(Negotiated Lump Sum (NLS) [(Lump Sum Plus Reimbursable Costs (LS+RC)
❑Time & Material (T&M) (established hourly rate—Schedule B) ❑Cost Plus Fixed Fee(CPFF), (define which method
will be used for which tasks)as provided in the attached proposal. V
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Task I $ ,
Task II $ • a,
Task 1I1 $ .
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TOTAL FEE $ .
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PREPARED BY:
Name and Title Date a
APPROVED BY: <I
(Dept Name), Department Director Date
APPROVED BY:
type name,Division Administrator Date
ACCEPTED BY: (Company Name)
Name&Title of Authorized Company Officer Date
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SCHEDULE B: RATE SCHEDULE c
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Standard Hourly a)
Title Rate _c
Principal $ 206.00 a)
Senior Project Manager $ 172.00 s
Project Manager $ 147.00 "
Senior Engineer $ 157.00 -o
Engineer $ 123.00 0
Senior Inspector $ 96.00 0
Inspector $ 76.00 Q.
Senior Planner $ 139.00 ra
Planner $ 110.00 °
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Senior Designer $ 114.00 a
Designer $ 94.00
Environmental Specialist $ 109.00 aci
Senior Environmental Specialist $ 134.00 E
Scientist/Geologist $ 93.00 0
Senior Scientist/Geologist $ 118.00
Marine Biologist/Hydrogeologist $ 110.00 0
Senior Marine Biologist/Hydrogeologist $ 138.00
Senior GIS Specialist $ 139.00 N
GIS Specialist $ 102.00 aci
Clerical/Administrative $ 62.00 m
Senior Technician $ 85.00 °'
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Technician $ 72.00 c
Surveyor and Mapper $ 120.000
CADD Technician $ 81.00 5.
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Survey Crew-2 man $ 130.00 =
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Survey Crew-3 man $ 161.00 Q
Survey Crew-4 man $ 189.00 <I
Senior Architect $ 154.00 cn
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Architect $ 121.00
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This list is not intended to be all inclusive. Hourly rates for other categories of
professional, support and other services shall be mutually negotiated by Collier County ro-
and firm on a project by project basis as needed. c;
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SCHEDULE C
INSURANCE COVERAGE
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(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
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
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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
CONSULTANTS sole responsibility.
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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. o
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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 requiredF.
hereunder or as specified in this Agreement, whichever is longer. o
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of Q1
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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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allowed to expire until at least thirty (30) days prior written notice has been given to the o
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 c
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the o
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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
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
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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. o
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types cI
and to the limits specified in this Section except to the extent such insurance
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requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance co
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coverages required herein, the OWNER may terminate the Agreement and any Work
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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 0
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purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
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CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, c
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 o
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shall in no way be construed to be a waiver of any of its rights under the Agreement. f
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(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
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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
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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
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Work Order for cause. Q.
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WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY a,
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
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engaged in the work under this Agreement in accordance with the laws of the State ofto
Florida. The amounts of such insurance shall not be less than:
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a. Worker's Compensation - Florida Statutory Requirements
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b. Employers' Liability (check one, if applicable)
_X_ $100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee N
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•$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
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(2) The insurance company shall waive all claims rights against the OWNER 0.
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and the policy shall be so endorsed. o
(3) United States Longshoreman's and Harborworker's Act coverage shall be
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maintained where applicable to the completion of Services under a specific Work Order.
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(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of Services under a specific Work Order.
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COMMERCIAL GENERAL LIABILITY
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Required by this Agreement? Yes No
(5) Commercial General Liability Insurance, written on an "occurrence" basis, Q,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, N
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
Completed Operations and Products and Completed Operations Coverage. Products am
and Completed Operations coverage shall be maintained for a period of not less thanco
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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:
General Aggregate $300,000
Products/Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products/Completed Operations Aggregate $500,000 0
Personal and Advertising Injury $500,000 Q
Each Occurrence $500,000
Fire Damage $ 50,000
_XrGeneral Aggregate $1,000,000
Products/Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000 a
Fire Damage $ 50,000
(6) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
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Applicable deductibles or self-insured retentions shall be the sole responsibility of
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(7) The OWNER, Collier County Government, shall be named as an `o
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. t°
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(8) Coverage shall be included for explosion, collapse or underground o
property damage claims.
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(9) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit
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shown in subparagraph (1) above if applicable to the completion of Services under a
specific Work Order. >2
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(10) Aircraft Liability coverage shall be carried by the CONSULTANT or the
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SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable o
to the completion of the Services under a specific Work Order. E
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AUTOMOBILE LIABILITY INSURANCE 0
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Required by this Agreement? _,X__Yes No
(11) Automobile Liability Insurance shall be maintained by the CONSULTANT
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
limits of not less than: 0
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_X_ Bodily Injury&Property Damage-$ 500,000
Bodily Injury & Property Damage - $1,000,000 <1
UMBRELLA LIABILITY
(12) Umbrella Liability may be maintained as part of the liability insurance of `n
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
shall include all coverages on a "following form" basis.
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(13) The policy shall contain wording to the effect that, in the event of the 0
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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
(14) Professional Liability Insurance shall be maintained by the CONSULTANT 2
to insure its legal liability for claims arising out of the performance of professional o
services under this Agreement. CONSULTANT waives its right of recovery against
7
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than: °
a)
$ 500,000 each claim and in the aggregate
_X_$1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
$5,000,000 each claim and in the aggregate
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(15) Any deductible applicable to any claim shall be the sole responsibility of Q
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(16) The CONSULTANT shall continue this coverage for a period of not less N
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than five (5) years following completion of all Services authorized under this Agreement.
(17) 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-
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not be moved forward during the term of this Agreement and for five years thereafter. M
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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 N
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, o
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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 o
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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(18) 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
plans, specifications, drawings, reports, maps, books, blueprints, and other printed o
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement. Q�
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PROJECT PROFESSIONAL LIABILITY
(19) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in co
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cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the 0,3
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premium of CONSULTANT'S professional liability policy. If no credit is available from o
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs c)
during the term of the project policy (and on any subsequent professional liability N
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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,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of 'o
2
OWNER for the provision of project-specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self-insured retention and the risk of o
uninsured or underinsured consultants. a
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(20) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager.
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a. The date the professional liability insurance renews. E'
b. Current policy limits. E
c. Current deductibles/self-insured retention.
d. Current underwriter.
e. Amount(in both dollars and percent) the underwriter will give as a credit if
the policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
g. Affirmation that the design firm will complete a timely project errors and
omissions application. �
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(21) If OWNER elects to purchase a project professional liability policy, y
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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
named insureds. co
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TRUTH IN NEGOTIATION CERTIFICATE
raIn compliance with the Consultants' Competitive Negotiation Act, Section as
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287.055, Florida Statutes, Schlumberger Water Services USA 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 "Professional Services: Architect and Engineering" are
accurate, complete and current as of the time of contracting.
Schlumberger Water Services USA Inc.
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BY: diA;a- idAYIA~C---,
Vice President (NI
TITLE: Florida Operations Manager
DATE: February 10, 2014
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ACORD "
CERTIFICATE OF LIABILITY INSURANCE °0" ° ""'
I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS a1
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES •ui
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED O
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WANED,subject to R
the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsemengs). Fs
PRODUCER CONTACT -
Marsh USA Inc. NAMp E: FAX 0
701 Poydras Street,Suite 4125 Milt
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newodeans,CartrequestQmarsh.comADORES$:
New Orleans,LA 70139
INSURERS)AFFORDING COVERAGE NAIC r N
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Schlum-SWS-ALL•13.14 WstREy A:Travelers Property Casualty Co.Of America 25674 •c ,
INSURED ws1REIL e:ISrais Union Insurance Cc 27960 0
Schlumberger Technology Corporation
300 Schlumberger Drive M D6 INSURER C= m
Sugar Land,TX 77478 INSURER D: 0
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COVERAGES CERTIFICATE NUMBER: H0U-002289888.01 REVISION NUMBER:8 0
THIS tS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD •
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS Q
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, ca
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 0
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INSR AWL SUER PppbL��Cyy EF�F POLICCY EX U
LTR TYPE OF INSURANCE IMM PARD POLICY RUNNER 01/14%1 YYYYI IMMIDDIA
A GENERAL LIABILITY TC2JGLSA169X8388-1IL-13 07101/2013 07101/20141,000,000 .2
EACH OCCURRENCE 5
X COMMERCIAL GENERAL LIABILITY PREMSES(AMAGE ERENTED N/A
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I CLAIMS-MADE I X OCCUR MED EXP(Arty one penal) S N/A N
PERSONAL&ADVINJURY S 1,1100,030 E
X Contractual Liability
_J GENERAL AGGREGATE S 1,000,000O
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO S 1,000,030
1 POLICY 71 VT. LOC
A AUTOMOBILE LIABILITY TC2JCAP25710343 TIL•13 0I101/1013 0710112014 IE SINGLE LIMIT s 1,000,000 0
X ANY AUTO BODILY INJURY(Per parson),$ N.
'-- AAS ED —SCHEDULED BODILY INJURY(Per accident) S C
NON-OWNED PROPERTY DAMAGE S ..C.'X_j HIRED AUTOS _ OS
X AUTOS (per accident - _
UMBRELLA LIAR OCCUR EACH OCCURRENCE S W
EXCESS LIAR ` CLAIMS-MADE AGGREGATE _S a))
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A WORKERS COMPENSATION TC2KUB257T0411-IND-13 07/01/22013 07/0112014 X 1 vvC sTATu- 1OTH. c
AND EMPLOYERS'UABIUTY TORY LIMITS ERT 0
ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT S 1000,000
OFFICER/MEMBER EXCLUDED? N N/A1,000,000
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(Mandatory In NH) E.L.DISEASE-EA EMPLOYEE 5
ryasCRdIPTION ewrtbe uOndF Oer PERATIONS balm DISEASE-POLICY LIMIT S 1'000'000 0
DES N
8 Professional Liability COO 023901237035 07/0112013 07/012014 1,000,000 Q
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DE$Cresmosi OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional rials lrs Sdtedi$s,N mora apace Is required) n
Alloperations of the insured and all automobiles owned or operated by the insured in the United Stales of America,Its territories or possessions or Canada. a)
The following voice of cancellation wording overrides all othercancellation word'mgs on this certificate:Should any of the above described policies be cancelled before the expiration date thereof,the issuing insurer
will endeavor to mall 30 days written notice to the certificate holder but failure to do so shall impose no obligation or liability of any kind upon the insurer,its agents or representatives, >
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To
CERTIFICATE HOLDER CANCELLATION CO
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Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE up
for Collier County THE EXPIRATION DATE THEREOF, NOTICE WILL. BE DELIVERED IN c
Attn:Joanne Markiewicz ACCORDANCE WITH THE POLICY PROVISIONS. M
Purchasing Department _
3327 7amlami Trail East AUTHORIZED REPRESENTATIVE
Napes,FL 34112of Marsh USA inc. d)
Theresa B.Campos -.« r� '. E
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01988-2010 ACORD CORPORATION. Alt rights reserved. rd(-)
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ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD
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AGENCY CUSTOMER ID: Schlum
LOC is New Orleans °'
ACORl� a:
ADDITIONAL REMARKS SCHEDULE Page 2 of 2 N
AGENCY NAMED INSURED O
Marsh USA Inc. Schlumberger Technology Corporation "+
POLICY NUMBER
300 Schlumberger Drive MDS
Sugar Land,TX 77478 E
CARRIER NAIL CODE
EFFECTIVE DATE:
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ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, to
FORM NUMBER: 25 _ FORM T1TLE: Certificate of Liability Insurance
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NAMED INSURED USTI NG: C
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Water Management Consultants,Inc,a Schlumberger Company >
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Schlumberger Water Services USA,Inc.,a subsidiary of Schlumberger Technology Corporation 2
Schlumberger Canada Limited(Water Services DWlsbn)
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Schlumberger Canada Limited(Wdarloo Hydrogeobglc Wean) N
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Certificate Holder end others as required under the contract ere iRiuded as Additional Insureds,but only if required by the contract and cry to the extent of RabMltlee expressly accepted or assumed by the Insured under 0
tis contract with Certificate Holder. Underwriters'rights of subrogation are Melded against Cei*ate Holder,but only it required by the contract and only to due extent of liabilities expressly accepted Q assured by the 'O
Insured under its contract with Certificate Holder,
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ACORD 101(2008101) ®2008 ACORD CORPORATION. All rights reserved. 0
The ACORD name and logo are registered marks of ACORD
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