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Backup Documents 10/25/2016 Item #16E3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP E 3 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2.complete the checklist,and forward to the County Attorney Office. Routed by Procurement Services to the Office Initials Date Following Addressee(s) (In routing order) 2. County Attorney Office County Attorney Office JtN /S f 1, l is 3. BCC Office Board of County Commissioners \r/ ((S'/ l t l I QC 4. Minutes and Records Clerk of Court's Office f IA( 5. Return to Procurement Services Procurement Services Division Contact: Viviana Giarimoustas PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Sandra Herrera Phone Number 239-252-8375 Procurement Staff Contact and Date Agenda Date Item was 10/25/16 V Agenda Item Number E 3 U� Approved by the BCC Type of Document Contract / Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 13-6164 PB Water number if document is Number/Company Services to be recorded Name INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? 51 tj ()v._ „; h 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be VG signed by the Chairman,with the exception of most letters,must be reviewed and signed (Li by the Office of the County Attorney. `�` 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chauutan's signature line date has been entered as the date of BCC approval of the N/A document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VG signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip 'tri should be provided to the County Attorney Office at the time the item is input into SIRE. u Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on the date above and all changes made VG41, during the meeting have been incorporated in the attached document. The County • Attorney's Office has reviewed the changes,if applicable. 44!*' 9. Initials of attorney verifying that the attached document is the version approved by the F..vv q # BCC,all changes directed by the BCC have been made,and the document is ready for the 4 r Chairman's signature. 4 I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 16E 3 MEMORANDUM Date: November 2, 2016 To: Sandra Herrera, Procurement Manager Procurement Services From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #13-6164 Assumption Agreement PB Water Services Attached is an original of the document referenced above, (Agenda Item #16E3) approved by the Board of County Commissioners on Tuesday, October 25, 2016. The second original has been kept by the Minutes and Records Department as part of the Board's Official Record. If you have any questions, please contact me at 252-7240. Thank you. Attachment 16E3 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into as of U— W� , 2016 by and between PB Water Services USA Inc. ("PB Water") and Collier County, a political subdivision of the State of Florida ("County"). WHEREAS, on February 25, 2014 (Agenda Item 16E5) the County awarded an Agreement #13-6164 "Professional Services Architect and Engineering" for the following discipline: Wellfield Study, Planning and/or Design (WEL) to Schlumberger Water Services USA Inc. ("Schlumberger"), hereinafter referred to as "Agreement" and attached hereto as Exhibit A; and WHEREAS, PB Water, hereby represents to Collier County that by virtue of an acquisition PB Water is the successor in interest to in relation to the Agreement; and 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. 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 are acknowledged by the parties, it is agreed as follows: 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. 4. Notice required under the Agreement to be sent to Consultant shall be directed to: CONSULTANT: PB Water Services USA Inc. 1567 Hayley Lane, Suite 202 Fort Myers, FL 33907 Phone: 239-481-6494 Fax: 239-481-6393 Attention: Scott Manahan 5. The County hereby consents to PB Water's assumption of the Agreement in order to continue the services provided under Agreement #13-6164. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat PB Water as the 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. 1 16E 3 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into as of OC,ib62r 964\ 2016, by and between PB Water Services USA Inc. ("PB Water") and Collier County, a political subdivision of the State of Florida ("County"). WHEREAS, on February 25, 2014 (Agenda Item 16E5) the County awarded Contract #13-6164 "Professional Services Architect and Engineering" for the following discipline: 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 acquisition PB Water is the successor in interest to in relation to the Agreement; and 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. 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 are acknowledged by the parties, it is agreed as follows: 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. 4. Notice required under the Agreement to be sent to Consultant shall be directed to: CONSULTANT: PB Water Services USA Inc. 4-e Zc.-_ Ofte-PemrPtaza-2all-fliaur 5 F- Lave€� N v� i �.ry 101+9 FaV4- M eiS` L.. 3 9 Phone: 239-481-6494 Fax: 239-481-6393 Attention: Lisa Latkowski f'kektul 6-v 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 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 16E 3 IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. COLLIER COUNTY: ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA By: ° ` - B r- y: 1112 , De t lerk Donna Fiala, Chair Date:N`� exYlk Attest as to Chairman's,- signature only. v,. PB Water Services USA Inc. By: 41,1,6,---11/4,./-,+A-----_ Attestd4471 . (14114i4211/ William S. Manahan Lisa N. Latkowski Type/print name Type/print name Approve a. rrrdl legality: By: ,i.Lk Jeffre !;A. (' atzkow CountAt'''rney [16-PRC-03170/1286405/1] 2 16E 3 EXE%IBIT A Contract# 13-6164 "Professional Services: Architect and Engineering"-for the following disciplines: Wel{field Study, Planning and/or Design (WEL) FIXED TERM CONTRACT FOR PROFESSIONAL. SERVICES THIS AGREEMENT is made and entered into this (el day of !\'\ trriA ,. 20 t1/4( by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Schlumberger Water Services USA Inc., authorized to do business in the State of Florida, whose business address is 1567 Hayley Lane, Suite 202, Fort Myers, FL 33907 (hereinafter referred to as the "CONSULTANT"). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional consulting services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultants Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional consulting services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER; and 1 16E 3 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 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") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 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. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges 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 made in accordance with the current Purchasing Procedures, or as amended by OWNER. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16E 3 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other 3 16E3 governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates William Scott Manahan, PE, Florida Operations Manager as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the 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 performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 4 16E 3 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional 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 standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3)), ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 5 16E 3 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on,a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) 6 16E 3 GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines - CL, edge-of-pavement- EOP, etc), and adhere to industry standard CAD specifications. ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 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 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 16E 3 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 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to 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 authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 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; 8 16E 3 (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; (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, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order, (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (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 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its 9 16E 3 . own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANTS Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to 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. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANTS performance is or will shortly be back on schedule. to 16E 3 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any 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 the Agreement period have been completed. 4.7 The County Manager or designee may, at his discretion, extend the Agreement under all of the 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. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work 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 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). 11 16E3 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 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) month period preceding the anniversary date of the Agreement, budget availability, and Purchasing approval. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessaryand reasonable 9 reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 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 Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 12 16E 3 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of(i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the 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 supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 13 16E 3 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- payment under the legal doctrine of laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, 14 16E 3 irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any 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. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which. CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the 15 16E 3 request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. <This space has been intentionally left blank> 16 . 16E. 3 ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance 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. 17 16E 3 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, 18 16E3 however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached 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 percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 19 16E 3 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANTS acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either-party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of 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 . 16E 3 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANTS failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any'laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANTS failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the 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 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 CONSULTANTS remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be 21 16E 3 limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described-in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANTS sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written 22 16E 3 notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of 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 fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from II Owner. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 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 16E 3 compensation for CONSULTANTS 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 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 Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 24 • 16E 3 ARTICLE NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department 3327 Tamiami Trail East Naples, FL. 34112 Attention: Joanne Markiewicz, Director, Procurement Services Telephone: 239-252-8407 Fax: 239-732-0844 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Schlumberger Water Services USA Inc. 1567 Hayley Lane, Suite 202 Fort Myers, FL 33907 Attn: William Scott Manahan, PE, Florida Operations Manager Telephone: 239-481-6494 FAX: 239-481-6393 Email: smanahan@slb.com 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. 25 16E 3 ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of anyterms thereof P 9 shall impair the rights or liabilities of either party. 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any 26 16E 3 Work Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the ll f win Schedules attached hereto are bythis reference following incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 27 16E 3 ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule 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 1 determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." 28 16E 3 ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq., and regulations 29 16E 3 relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. ****************** • 30 16E 3 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for"Professional Services: Architect and Engineering"the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR t COLLIER COUNTY, FLORIDA, Dwight-E.'' rock,•Clerk By • Date: 41;Vi y: 8 atO v. Tom Henning, Chairm Approved as to Form and Legality +-)P`.e/9,1;n Assistant Cdbnty Attorney Schlumberger Water Services USA Inc. /�✓� � By: • Witness Robert G. Maliva William S. Manahan Typed Name and Title Typed Name and Title Pr'u 4.. � �- - < st Vice President Gam. H(} Florida Operations Manager Witness Walter D. Wells Typed Name and Title Senior Scientist 31 16E 3 SCHEDULE A WORK ORDER/PURCHASE ORDER Contract 13-6164"Professional Services:Architect and Engineering' Contract Expiration Date: ,201 This Work Order is for professional(describe)services for work known as: Project Name: • Project No: The work is specified in the proposal dated , 201_which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, this Work Order/Purchase Order is assigned to: Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Tasks • Task 11 * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement# 13- 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 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) ECost Plus Fixed Fee (CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task l $ . Task II $ . Task Ill $ TOTAL FEE $ . PREPARED BY: Name and Title Date APPROVED BY: (Dept Name) , Department Director Date APPROVED BY: type name, Division Administrator Date ACCEPTED BY: (Company Name) Name&Title of Authorized Company Officer Date A-1 • 16E 3 SCHEDULE B: RATE SCHEDULE Standard Hourly Title Rate Principal $ 206.00 Senior Project Manager $ 172.00 Project Manager $ 147.00 Senior Engineer $ 157.00 Engineer $ 123.00 Senior Inspector $ 96.00 Inspector $ 76.00 Senior Planner $ 139.00 Planner $ 110.00 Senior Designer $ 114.00 1 Designer $ 94.00 Environmental Specialist $ 109.00 I Senior Environmental Specialist $ 134.00 Scientist/Geologist $ 93.00 Senior Scientist/Geologist $ 118.00 Marine Biologist/Hydrogeologist $ 110.00 Senior Marine Biologist/Hydrogeologist $ 138.00 Senior GIS Specialist $ 139.00 GIS Specialist $ 102.00 Clerical/Administrative $ 62.00 Senior Technician $ 85.00 Technician $ 72.00 Surveyor and Mapper $ 120.00 CADD Technician $ 81.00 Survey Crew-2 man $ 130.00 Survey Crew-3 man $ 161.00 Survey Crew-4 man $ 189.00 Senior Architect $ 154.00 Architect $ 121.00 This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County and firm on a project by project basis as needed. B-1 16E 3 SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions, or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or c-i 16E 3 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this 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 that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 16E 3 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 16E 3 a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) _X_ $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of Services under a specific Work Order. (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of Services under a specific Work Order. COMMERCIAL GENERAL LIABILITY Required by this Agreement? Yes No (5) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than C-4 16E 3 five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $300,000 Products/Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products/Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 _X__General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 (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." 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 Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. C-5 16E 3 (8) Coverage shall be included for explosion, collapse or underground property damage claims. (9) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of Services under a specific Work Order. (10) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under a specific Work Order. AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? __X`Yes No (11) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: _X_ Bodily Injury& Property Damage-$ 500,000 Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (12) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. C-6 16E 3 13 ( ) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down"to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_Yes No (14) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: $ 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 (15) Any deductible applicable to any claim shall be the sole responsibility of 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 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 not be moved forward during the term of this Agreement and for five years thereafter. C-7 16E 3 CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (18) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 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 cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the C-8 16E 3 premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (20) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager. a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (21) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. C-9 16E 3 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 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. BY: /111, Aft-A Vice President TITLE: Florida Operations Manager February 10, 2014 DATE: D-1 16E 3 A ® CERTIFICATE OF LIABILITY INSURANCE ��'M" """"' �� ozro5l2o1a This CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WANED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. ` • 701 Poydras Street,Suite 4125 we Fear. (A/C.Nol: newor(eans.cerlrequesemarsh.comL New Orleans,LA 70139 ADDRESS: INSURER(S)AFFORDING COVERAGE MAIC a Schlurn-SWS-ALL-13.14 INSURER A:Travelers Property Casualty Co.Of America 25674 INSUREDINSURER e:Illinois Union Insurance Co 27960 Schlumberger Technology Corporation • 300 Schlumberger Drive M D6 INSURER C: Sugar Land,TX 77478INSURER 0: • INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-002289888.01 REVISION NUMBER:$ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLRUBR POL�g� POLICY EXP LTR TYPE OF INSURANCE _NAN wen POLICY NUMBER (MDVDDIYYY'rI IMM IOD/YYYY1 WETS A GENERAL LIABILITY TC2JGLSA169X8388-TIL-13 07/01/2013 07101/2014 EACH OCCURRENCE S 1,000,000 E TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES ma occurrence) S N/A CLAIMS-MADE X OCCUR MED EXP(Any one person) $ NIA X Contractual Liability PERSONAL II ADV INJURY 8 1'000'000 GENERAL AGGREGATE $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG S 1,000,000 -71 POLICY JECJ LOC 8 A AUTOMOBILE UABIUTY TC2JCAP257T0343-TIL-13 '07101/2013 07171/2014 COMBTNEDnSINGLE LIMB 3 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OVMIED SCHEDULED BODILY INJURY(Per occident) $ AUTOS AUTOS .OWNED P—hOPERTY DAMAGE $ X HIRED AUTOS X AUTOS fPeraccidann S UMBREI.A LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE S DED RETENTIONS S A WORKERS COMPENSATION -TC2KUB257T0411-IND-13 -17/01/2013 07101/2014 X wesTATu- IOTH- AND EIYPLOYERS'LIABILITY Tom,LIARS ER ANY PROPRIETOR/PARTNERIEXECUTIVE YN!A E.L.EACH ACCIDENT S 1,000,000OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory In NH) E.L.DISEASE•EA EMPLOYEE S s ysaeecraae 1,000,000 liZtOF O otPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT 8 B Professional Liability COO G23901237005 07/0112013 0741/2014 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(Attach ACORD 101,Additional Resets Schedule,Einem space Is rsquind) M operations of the insured and all automobiles owned or operated by the insured in the United Stales of America,its territories or possessions or Canada. The following nolo of cancellation wording overrides all other cancellation wordings on this certificate: Should any of the above described policies be cancelled before the expiration date thereof,the issuing insurer Al endeavor to mall 30 days written notice to the certificate holder but failure to do so shat impose no obllgatbn or liability of any kind upon the insurer,its agents or representatives. CERTIFICATE HOLDER CANCELLATION Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE for Collier County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:Joanne Markiewicz ACCORDANCE WITH THE POLICY PROVISIONS. Pulohasing Department 3327 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples,FL 34112 of Marsh USA Inc. I Theresa B.Campos ril• ®1958-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) . The ACORD name and logo are registered marks of ACORD • 16E3 AGENCY CUSTOMER ID: Schrum • _ LOC e: New itSC?fiEl ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA Inc. Schlumberger Technology Corporation 300 Schlurnberger Drive MD6 POUCY NUMBER Sugar Land,TX 77478 CARRIER MAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM ISA SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance NAMED INSURED LISTING: Water Management Consultants,Inc„a Schlumberger Company Schlumberger Water Services USA,Inc,a subsidiary of Schlumberger Technology Corporation Schlumberger Canada Limited(Water Services Division) Schlumberger Canada Limited(Waterloo Hydrogeobgic Division) Certificate Holder and others as requked under the contract are included es Additional Insureds,but only If required by the contract and only to the extent of SabIttfes expressly accepted or assumed by the Insured under its contract with Celflcate Holder. Underwriters'rights of subrogation are waived against Certificate Holder,but only if required by the contract and only to the extent of liabilities expressly accepted cc assumed by the Insured under its contract with Certifsuree Holder. ACORD 101 (2008101) @ 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16E 3 .--•"""'" PARSBRI-01 SSMITH A R 1:3r CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 8/25/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the- certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: JLT JLT Service Team JLT Specialty Insurance Services Inc. PHONE FAX 5847 San Felipe St. (A/C,No,Ext):(713)325 7615 (A/C,No): (713)789-0415 E-MAIL Suite 2800 ADDRESS:weppbcertreuest^JItus.com Houston,TX 77057 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Zurich American Insurance Company 16535 INSURED INSURER B:Liberty Insurance Corporation ,42404 PB Water Services USA Inc. INSURER C: One Penn Plaza INSURER D: New York,NY 10119 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR'I 'ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER I(MM/DDIYYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY IEACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR X X GL09835819-03 04/01/2016 04/01/2017 DAMAGE TO REN rED 300,000 PREMISES(Ea occurrence) $ X Contractual Liab. ! MED EXP(Any one person) $ 5,000 I PERSONAL&ADV INJURY $ 2,000,000 1 .GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 POLICY X ECT X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: 'I $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 _ (Ea accident) B X ANY AUTO X X AS7-621-094060-035 10/01/2015 11/01/2016 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS ! PROPERTY DAMAGE $ HIRED AUTOS AUTOS j (Per accident( I I $ UMBRELLA LIAB OCCUR EACH OCCURRENCE I $ EXCESS LIAB CLAIMS-MADE X X AGGREGATE $ DED RETENTION$ I $ WORKERS COMPENSATIONPER OTH- I AND EMPLOYERS'LIABILITY X STATUTE ER Y B ANY PROPRIETOR/PARTNER/EXECUTIVE n, N/A X WA7-62D-094060-015 10/01/2015 11/01/2016 E.L.EACH ACCIDENT $ 2,000,000 'OFFICER/MEMBER EXCLUDED'? PI '.,(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 1 1 I i DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) This certificate replaces any previously issued certificate(s). THIRTY(30)DAYS NOTICE OF CANCELLATION Contract Number 13-6164 SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Board of County Commissioners for Collier County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Purchasing Department ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East — Naples,FL 34112 AUTHORIZED REPRESENTATIVE ,-- "7 ,ey-) ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 16E 3 AGENCY CUSTOMER ID:PARSBRI-01 SSMITH LOC#: 1 ACCIREY ,,.. ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED JLT Specialty Insurance Services Inc. PB water Services USA Inc. One Penn Plaza POLICY NUMBER New York,NY 10119 SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 - EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: Subject always to policy terms,conditions and exclusions,Certificate Holder is named as Additional Insured(excluding Workers' Compensation and Employers'Liability)but only to the extent of risks and liabilities assumed by the Named Insured in a signed written contract. Subject always to policy terms,conditions and exclusions,Waiver of Subrogation is granted in favor of Certificate Holder but only to the extent of risks and liabilities assumed by the Named Insured in a signed written contract. II ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16E 3 PARSBRI-01 SSMITH A R'i`p CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 8/25/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: JLT Service Team JLT Specialty Insurance Services Inc. PHONE FAX 5847 San Felipe St. (A/C,No,Ext):(713)325-7615 (A/C,No): (713)789-0415 Suite 2800 n DRESS:wsppbcertrequest@jitus.com Houston,TX 77057 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:QBE Specialty Insurance Company 11515 INSURED INSURER B: PB Water Services USA Inc. INSURER C: One Penn Plaza INSURER D: New York,NY 10119 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBRI POLICY EFF POLICY EXP LTR INSD WVD. POLICY NUMBER (MM/DD/YYYY) (MMIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ •CLAIMS-MADE OCCUR DAMAGE l O RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _$ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ■ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED r SCHEDULED BODILY INJURY(Per accident) $ ,AUTOS •AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE j AUTOS (Per accident) $ $ UMBRELLA LIAB I OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab. QPL0022630 11/01/2015 11/01/2016 Per Claim/Aggregate 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) This certificate replaces any previously issued certificate(s). THIRTY(30)DAYS NOTICE OF CANCELLATION Contract Number 13-6164 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Board of County Commissioners for Collier County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Department 3327 Tamiami Trail East Naples,FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 16E 3 EXHIBIT ' ^ n 2/25/2014 16.E.5. ~ XE.~�~ " "~ ESUMMARY Recommendation to approve contracts associated with Request for Proposal 13-6164 Professional Services Architect and Engineering; and to authorize the Chairman to sign the contracts after final review by the County Attorney. OBJECTIVE: To obtain approval for professional service contracts for use by County departments to facilitate operations and capital pject implementation. CONSIDERATION: On January 28, 2014 (Agenda Item 11F\. the Board approved the Selection Committee rankings for nineteen (19) professional service disciplines' to fifty two (52) firms and directed the County NYmnmQarto negotiate contracts. Consultant contracts to include: AECOM Technical Services, CPH, Inc. Q Grady Minor and Inc. Associates, P.A. Agnoli Barber& Brundage, David Plummer& RKS Consulting Engineers, Inc. Associates, Inc. Inc. AIM Engineering & Surveying, Davidson Engineering, Inc Robau and Associates, Inc. L.L.C. AMEC Environment& Disney&Assoctes, P.A. RWA Inc Infrastructure, Inc. American Consulting EMA Inc Schlumberger Water Engineers of Florida, LLC Services USA Inc. American Engineering Forge Engineering, Inc. Stanley Consultants, Inc. Consultants of Marco Island, Inc. ARCADIS US, Inc. Greeley and Honamm, LLC Stantec Consulting Services Inc. Ardanlan &Associates, Inc. H' hSpangEhginearng. |nc. Tetra Tech, Inc. Atkins North America, Inc Hole Montes, Inc. TKW Consulting Engineers, inc. ridging Solutions, LLC Humiston & Moore TR Transportation Engineers, P.A. Consultants, Inc. Brown and Caldwell Johnson Engineering, Inc. TRC Worldwide Engineehng` (Corporation) Inc. - - BSSW Architects, Inc Kisinger Campo& Trebilcock Consulting Associates, Corp. Solutions, P.A. TBE Group, Inc., d/b/a Cardno Marco Surveying & T.Y. Lin International TBE Mapping, LLC Carollo Engineers, Inc McKim & Creed, Inc. URS Corporation Southern CDM Smith, Inc K4VVH--Americas V|BEngineehng. |nc. CH2k8HiU Engineers, Inc. Olsen Associates, Inc. Victor J. Latavish Architect, P.A. Coastal Engineering Pelican Engineering Weston &Sampson Consultants, Inc. Consultants, LLC Engineers, Inc. Coastal Planning & Engineering, Inc. Packet Page-1233- 16E 3 2/25/2014 16.E.5. Pursuant to the Competitive Consultants Negotiation Act, Florida Statute 287.055. staff has negotiated contracts with consultants identified obuvo, and recommends an effective commencement date of March 9, 2014 with the end date (March 8, 2014) of previous contracts 09'5262 and 09'5305 for architectural and engineering services. Contracts may be viewed at: http://pVn:h8sinq.cDl|iergoV.nStNendOrs/Notice%200P/02OR8c0rnrnend8d962OAw@rdS/Fo[rOSA\ U/teU1s.8spx. FISCAL IMPACT: Funds are available in various department budgets that use these agreements. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item is approved as to form and |ega|itv, and requires majority vote for Board approval.—SRT RECOMMENDATION: That the Board of Collier County Commissioners approves contracts associated with Request for Proposal 13-6164 Professional Services Architect and Engineering; and, authorizes the Chairman to sign the Board approved contracts after final review by the County Attorney. PREPARED BY: Joanne Markiewicz, Director, Purchasing /General Services Attachments: • Contracts may be accessed at: http://pU[ch8SiOQ.coUienqOv.Det8/endo[S/NOdCe9/02O0Y020F}ecoD1nnendedY62OAvva[ds/F ornSA\UIt8[Os.aSpX Packet Page -1233- 16E 3 PB WATER SERVICES USA INC. ASSISTANT SECRETARY CERTIFICATE I, Hillary F. Jassey, Assistant Secretary of PB Water Services USA Inc. f/k/a Schlumberger Water Services USA Inc. (the"Corporation"), do hereby certify on behalf of the Corporation and not in my individual capacity that on August 31, 2016 the Board of Directors of the Corporation adopted the following resolution and such resolution remains in full force and effect on the date hereof: RESOLVED, that each of Steven Paquette or William S. Manahan, individually,is authorized to sign prime agreements,amendments,supplemental agreements, optional services, and task work orders, between the Corporation and Collier County in accordance with the Corporation's Delegation of Authority. t g" qpia Hill 1 p Jassey Assis7rt Secretary September 8,2016 Date HtI.ARY SYLVESTER Public,State of Nawlbd Na.O1l5Y Qualified in fCounty Caeca*Filed In Newlbs ion Coix7,4„ Expires June 11, .' 16E3 WSPso$MQFF 1567 Hayley Lane BR/N�IKERSuite 202 Fort Myers.FL 33907 Main:239.481-6494 wsp-pb.com/usa August 19, 2016 Ms. Sandra Herrera, ACP Collier County Procurement Services Division 3327 Tamiami Trail East, Building G Naples, Florida 34112 Dear Sandra, As of August 1, 2016, Schlumberger Water Services USA Inc. was acquired by WSP I Parsons Brinckerhoff, a global engineering and professional services consultancy. You will now have the added value of our expanded workforce, innovative skill set and multidisciplinary services, enabling us to continue to meet your challenging requirements. Post-acquisition, we will be known as PB Water Services USA Inc. Today, we have 34,000 employees in more than 500 offices across 40 countries focused on developing long-term sustainable partnerships with our clients. Our capabilities cover multiple sectors to include water services, buildings, environment, industrial and energy, as well as transportation and infrastructure. Our vision is to always be the first choice for clients, partners and employees. Rest assured that the same people you have entrusted with your projects, will continue to provide you with the reliability, efficiency, sustainability and adaptability you have come to expect. By maintaining the standards you expect today and aligning our offerings with your future growth, we can ensure a seamless relationship during this transition. We remain committed to providing you with the highest level of service and look forward to continuing our relationship under the WSP I Parsons Brinckerhoff brand. Thank you for your continued trust. Respectfully, Wm. Scott Manahan, P.E. Operations Manager WSM:Inl Detail by Entity Name fa13 3 FLORIDADEpARTmENT oF STATE ff s DiliSION Or ( RPo 11`10\s r t Detail by Entity Name Foreign Profit Corporation PB WATER SERVICES USA INC. Filing Information Document Number F06000007644 FEI/EIN Number 20-5948805 Date Filed 12/12/2006 State DE Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 08/11/2016 Event Effective Date NONE Principal Address 1200 Enclave Parkway MD323 Houston, TX 77077 Changed: 01/11/2013 Mailing Address 1200 Enclave Parkway MD323 Houston, TX 77077 Changed: 01/11/2013 Registered Agent Name&Address NRAI SERVICES, INC. 515 EAST PARK AVENUE TALLAHASSEE, FL 32301 Address Changed: 01/03/2012 Officer/Director Detail Name&Address Title PD PEARCY, MARC 100 GILLINGHAM LANE MD8 SUGAR LAND, TX 77478 Title VPD http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 9/7/2016 Detail by Entity Name Page 2 of 3 16E 3 JARAMILLO, CLAUDIA 1200 ENCLAVE PARKWAY MD323 HOUSTON, TX 77077 Title T DOWLING, JEREMY 1200 ENCLAVE PARKWAY MD323 HOUSTON, TX 77077 Title S MANAHL, DAGAN 1200 ENCLAVE PARKWAY MD323 HOUSTON, TX 77077 Title Asst. Treasurer SMITH, MICHELE 1200 ENCLAVE PARKWAY MD323 HOUSTON, TX 77077 Annual Reports Report Year Filed Date 2014 01/08/2014 2015 01/15/2015 2016 01/05/2016 Document Images 08/11/2016 -- Name Change View image in PDF format 01/05/2016--ANNUAL REPORT View image in PDF format 01/15/2015--ANNUAL REPORT View image in PDF format 01/08/2014--ANNUAL REPORT View image in PDF format 01/11/2013--ANNUAL REPORT View image in PDF format 02/03/2012--ANNUAL REPORT View image in PDF format 01/03/2012--ANNUAL REPORT View image in PDF format 01/14/2011 --ANNUAL REPORT View image in PDF format 01/04/2010--ANNUAL REPORT View image in PDF format 01/14/2009--ANNUAL REPORT View image in PDF format 01/15/2008--ANNUAL REPORT View image in PDF format 07/25/2007--ANNUAL REPORT View image in PDF format 04/16/2007--ANNUAL REPORT View image in PDF format 12/12/2006-- Foreign Profit View image in PDF format http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetai l?inquirytype=Entity... 9/7/2016 Detail by Entity Name Page 3 of 3 16E 3 uli kw.1 Ai.0 l-k,?,;iafi_'.9.J[<< VKl`.Y3{n'."]N::a1.1;41 5:;ik yrlot! http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 9/7/2016 16E3 State of Delaware Secretary of State Division of Corporations Delivered 05:38 PM 08108/2016 STATE OF DELAWARE FILED 05:38 PM 08108/2016 CERTIFICATE OF AMENDMENT SR 20165273292 - File Number 4264607 OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That by unanimous written consent of the Board of Directors of Schlumberger Water Services USA Inc.,resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation,declaring said amendment to be advisable and calling a vote of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED,that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered"FIRST"so that,as amended, said Article shall be and read as follows: FIRST: The name of the corporation is PB Water Services USA Inc. (the "corporation"). SECOND: That thereafter,pursuant to resolution of its Board of Directors,the sole stockholder of said corporation took action by unanimous written consent in accordance with the General Corporation Law of the State of Delaware and unanimously voted in favor of the amendment. THIRD: That by unanimous written consent of the Board of Directors of the corporation,resolutions were adopted to change the registered agent and amend the Article of the Certification of Incorporation numbered"SECOND"so that,as amended, said Article shall be and read as follows: SECOND: Its Registered Office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange Street, Wilmington (New Castle County),Delaware 19801. The Registered Agent in charge thereof is The Corporation Trust Company. FOURTH: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF,said corporation has caused this certificate to be signed this 8th day of August,2016. By: /s/Hillary Jassey Hillary F.Jassey Assistant Secretary 16E 3 PARSONS BRINCKERHOFF, INC. SECRETARY'S CERTIFICATE The undersigned,the Secretary of Parsons Brinkerhoff, Inc., a New York corporation(the"Corporation"), does hereby certify on behalf of the Corporation and not in her individual capacity that: Effective July 31, 2016, the Corporation purchased all of the issued and outstanding stock of Schlumberger Water Services USA Inc. n/k/a PB Water Services t USA Inc. PB Water Services USA Inc. is a wholly-owned subsidiary of the Corporation. IN WITNESS WHEREOF,the undersigned has hereunto executed this Certificate this 9th day of August, 2016. ir By: 1 C,' Hillary F.Jass / AO` Secretary 16E 3 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "SCHLUMBERGER WATER SERVICES USA INC. ", CHANGING ITS NAME FROM "SCHLUMBERGER WATER SERVICES USA INC. " TO "PB WATER SERVICES USA INC. ", FILED IN THIS OFFICE ON THE EIGHTH DAY OF AUGUST, A.D. 2016, AT 5:38 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. e s-6j y t Vis¢ `°01 w 4264607 8100 Authentication:202792929 SR#20165273292 wad Date:08-08-16 You may verify this certificate online at corp.delaware.gov/authver.shtml 16E 3 PB WATER SERVICES USA INC. ASSISTANT SECRETARY CERTIFICATE I, Hillary F. Jassey, Assistant Secretary of PB Water Services USA Inc. f/k/a Schlumberger Water Services USA Inc. (the"Corporation"), do hereby certify on behalf of the Corporation and not in my individual capacity that on August 31, 2016 the Board of Directors of the Corporation adopted the following resolution and such resolution remains in full force and effect on the date hereof: RESOLVED, that each of Steven Paquette or William S. Manahan, individually,is authorized to sign prime agreements,amendments,supplemental agreements, optional services, and task work orders, between the Corporation and Collier County in accordance with the Corporation's Delegation of Authority. fillb Hills Jassey A Assis t Secretary September 8,2016 Date HILARY SYLVESTER Notry Public,State of New** No 01SY6263386 Qualified in Kings Count/ Certificate Flied hi New llbrk County «,. ion Expires June 11,2020 16E3 Detail by Entity Name Page 1 of 3 FLORIDA I)EPARTMENT OF STA'rE DIVISI( N 01' CORORV )XS liiik: ... ... ..... „ Detail by Entity Name Foreign Profit Corporation PARSONS BRINCKERHOFF, INC. Filing Information Document Number 829626 FEI/EIN Number 11-1531569 Date Filed 03/05/1973 State NY Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 11/03/2011 Event Effective Date NONE Principal Address ONE PENN PLAZA NEW YORK, NY 10119 Changed: 04/23/2015 MailinctAddress One Penn Plaza 2nd Floor New York, NY 10119 Changed: 03/22/2016 Registered Agent Name&Address CT CORPORATION SYSTEM 1200 S. PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 07/02/1992 Address Changed: 07/02/1992 Officer/Director Detail Name&Address Title President, Director KELLY, GREGORY http://search.sunbiz.org/Inquiry/CorporationSearchiSearchResultDetail?ingtiirytype—Entity... 9/7/2016 16E 3 Detail by Entity Name Page 2 of 3 ONE PENN PLAZA NEW YORK, NY 10119 Title SVP McNeilly, Bernard P 2000 Lenox Drive 3rd Floor Lawrenceville, NJ 08648 Title SVP, Director Blair, Roger W 16200 Park Row Suite 200 Houston, TX 77084 Title Secretary JASSEY, HILLARY F. One Penn Plaza 2nd Floor New York, NY 10119 Title Chairman, Director Abrahams, Michael ONE PENN PLAZA NEW YORK, NY 10119 Annual Reports Report Year Filed Date 2015 04/23/2015 2016 03/22/2016 2016 06/20/2016 Document Images 06/20/2016 --AMENDED ANNUAL REPORT View image in PDF format 03/22/2016 --ANNUAL REPORT View image in PDF format 04/23/2015 —ANNUAL REPORT View image in PDF format 06/04/2014 --AMENDED ANNUAL REPORT View image in PDF format 04/07/2014 ANNUAL REPORT View image in PDF format 01/18/2013—ANNUAL REPORT View image in PDF format 02/24/2012 --ANNUAL REPORT View image in PDF format 12/08/2011 --ANNUAL REPORT View image in PDF format 11/03/2011 -- Name Change View image in PDF format 04/13/2011 —ANNUAL REPORT View image in PDF format 02/17/2010--ANNUAL REPORT View image in PDF format http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 9/7/2016 16E 3 Detail by Entity Name Page 3 of 3 03/13/2009--ANNUAL REPORT View image in PDF format 02/06/2009--ANNUAL REPORT View image in PDF format 04/24/2008--ANNUAL REPORT View image in PDF format 02/13/2007--ANNUAL REPORT View image in PDF format 11/20/2006-- Name Change View image in PDF format 02/17/2006--ANNUAL REPORT View image in PDF format 02109/2005--ANNUAL REPORT View image in PDF format 02/25/2004--ANNUAL REPORT View image in PDF format 03/20/2003--ANNUAL REPORT View image in PDF format 03/15/2002--ANNUAL REPORT View image in PDF format 05/07/2001 ANNUAL REPORT View image in PDF format 03/20/2001 --ANNUAL REPORT View image in PDF format 02/10/2000--ANNUAL REPORT view image in PDF format 04/14/1999--ANNUAL REPORT View image in PDF format 04/02/1998 --ANNUAL REPORT View image in PDF format 05/19/1997--ANNUAL REPORT View image in PDF format 05/15/1996--ANNUAL REPORT View image in PDF format 02/14/1995--ANNUAL REPORT View image in PDF format http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetai l?inquirytype-Entity... 9/7/2016