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#17-7222 (Johnson Engineering) Contract# 17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this day ofbQCAY16f- , 2017, 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") Johnson Engineering, Inc., authorized to do business in the State of Florida, whose business address is 2122 Johnson Street, Fort Myers, Florida 33901 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Post Design and Verification Testing services of the CONSULTANT concerning Tree Farm Road Phase II Project (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: Page 1 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Post Design and Verification Testing services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Michael Dickey, P.E. a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to Page 2 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: Page 3 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public Page 4 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor 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. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.7.1. The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non- performance whether or not the County obtained substitute performance. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or Page 5 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" 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 DWG or MicroStation DGN 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) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by OWNER through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Page 6 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" Amendment to this Agreement prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.2. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.3. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. Page 7 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" 2.4. Providing renderings or models for OWNER'S use. 2.5. Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.6. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.7. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.8. Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.9. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.10. Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. Page 8 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop Page 9 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which Page 10 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 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 until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5. In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. Page 11 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the Consultant; and, as a business practice there are no hourly or material invoices presented, rather, the Consultant must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the Consultant 's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. Page 12 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as Page 13 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 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, Page 14 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. Page 15 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. All personnel, identified in Schedule F 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 to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall Page 16 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4. CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or(c) the bankruptcy or insolvency or a general 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, Page 17 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. 12.5. The OWNER shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior Page 18 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 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, Page 19 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. Page 20 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida c/o Transportation Engineering & Construction Management 2885 S. Horseshoe Drive Naples, Florida 34104 Telephone: (239) 252-8442 Attention: Mark McCleary, Principal Project Manager Email: Markmccleary a�7colliergov.net 16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Johnson Engineering, Inc. 2122 Johnson Street Fort Myers, Florida 33901 Telephone: (239) 334-0046 Fax: (239) 334-3661 Attention: Michael Dickey, P.E Email: Mdickey(c�johnsonenq.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. Page 21 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Page 22 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS RFP # 17-7222 Terms and Conditions Consultant's Proposal ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT Page 23 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required Page 24 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. ********** Page 25 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for "Post Design and Verification Testing Services for Tree Farm Road Phase II" the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. ,f rock, lerk 1/I /410P Date: 1.9,, a.111 By: eS Q • Penny Taydy airma� signature only. prved as to Form and Legality: `..� - -fit County Attorney ^-c r k I? —A's-I-- Name Johnson Engineering, Inc. S B : / J y IALAAuuL... g Al ' , lit lice, 14e hi- ame and Title Name and Ti e f't /40 r r � Y %itnes 'f; e rr rI: :dl sr4 ti • ame and Title i 8 a „AZL`' + iiri#51iG Page 26of51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" ` SCHEDULE A SCOPE OF SERVICES GENERAL Tree Farm Road Phase II is an extension of Tree Farm Road eastward to connect into Woodcrest/ Massey Streets. This roadway will provide interconnection of roadways and alternative routes for motorists in the Collier Boulevard corridor. Post Design services are necessary for the CONSULTANT to provide Engineer of Record services such as, but limited to; providing contract document interpretation and assistance in addressing requests and unforeseen conditions. The CONSULTANT shall attend periodic meetings as required, conduct field visits, and report on construction progress. The CONSULTANT shall review shop drawings, changes, and update the plans if a minor redesign is required. The CONSULTANT will prepare and certify all project certifications including, but not limited to Collier County, Florida Department of Environmental Protection (FDEP), South Florida Water Management District (SFWMD), and the U.S. Army Corps of Engineers (USACE). Verification Compliance Monitoring is required to assist the County in monitoring Contractor's compliance with the approved Quality Control (QC) plan and Verification Testing (VT) requirements by attending the pre-construction meeting, conducting QC/VT compliance reviews, participating in progress meeting, and providing final compliance documentation. VT inspection is required to determine if the Contractor is in general compliance with contract documents and specifications and inform the COUNTY of the same for the duration of the project. Laboratory and Asphalt Plant testing and inspection is required per the plans and specifications and will be limited to such. TASKS In accordance with the general scope of Basic Services stated herein, the CONSULTANT shall provide services necessary to complete the following tasks: TASK INDEX Task 1 - Project Management, Project Meeting, and Review of Work Task 2 - Civil Engineering Inspection (CEI) Verification Testing (VT) Support Task 3 - Post Design Services 3.1 Services During Construction (SDC) - Roadway 3.2 Services During Construction (SDC) - Utilities (Water and Wastewater) Task 4 - Eagle Monitoring 4.1 Monitoring During Early Phases of the Nesting Cycle 4.2 Monitoring During Last Phase of the Nesting Cycle Page 27 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" TASK 1: PROJECT MANAGEMENT, PROJECT MEETINGS AND REVIEW OF WORK The CONSULTANT shall provide staff to monitor the performance for compliance with VT requirements as listed in the Florida Department of Transportation (FDOT) specifications. In accordance with Collier County guidelines, the CONSULTANT staff shall: • attend and participate in a pre-construction conference meeting; • conduct quality control verifications compliance reviews; • submit daily compliance construction logs to COUNTY Inspectors; • participate in regularly scheduled progress meetings; • prepare and submit photographic and written records when called for onsite verification testing; • provide compliance documentation electronically, in PDF format, to the COUNTY's representatives for review and permanent audit filing. TASK 2: CIVIL ENGINEERING INSPECTION (CEI) VERIFICATION TESTING (VT) SUPPORT General The CONSULTANT shall provide on-site Verification Testing inspection services during construction as necessary to determine if contractor is in general compliance with the Contract Documents and applicable specifications. Such visits and observations by CONSULTANT are not intended to be exhaustive or to extend to every aspect of the work in progress, or to involve detailed inspections of the work beyond the responsibilities specifically assigned CONSULTANT in this Agreement and the Contract Documents. CONSULTANT shall keep the County informed of the progress of such inspections and test results. The responsibilities of CONSULTANT contained in this paragraph are expressly subject to the limitations set forth and other express or general limitations in this Agreement. CONSULTANT shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct or have control over Contractor's work nor shall CONSULTANT have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor, for safety precautions and programs incident to the work of Contractor or for any failure of Contractor to comply with laws, rules, regulations, ordinances, codes or orders applicable to Contractor's furnishing and performing the work. Accordingly, CONSULTANT neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its work in accordance with the Contract Documents. Survey Control The Contractor shall establish the specific survey requirements for the project prior to construction. Onsite Inspection Inspection of offsite production and/or fabrication is not included in this Agreement. Page 28 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" Sampling and Testing The CONSULTANT shall perform sampling and testing of component materials and completed work in accordance with the Construction Contract Documents quality control. The minimum sampling frequencies set out in the FDOT's Materials Sampling, Testing and Reporting Guide shall be met. In complying with the aforementioned guide, the COUNTY will schedule with the CONSULTANT to provide as needed surveillance of the Contractor's Quality Control activities at the project site and perform the sampling and testing of materials and completed work items that are normally done in the vicinity of the project for verification and acceptance. Initial inspection and sampling of materials and components at locations remote from the vicinity of the project and of materials normally done in a laboratory remote from the project site are included in this contract using desired FDOT certified materials testing laboratory. The Contractor shall be specifically responsible for job control samples determining the acceptability of all materials and completed work items on the basis of either test results or verification of a certification, certified mill analysis, etc. The COUNTY shall retain the right to monitor the effectiveness of the Contractor's testing procedures through surveillance and obtaining and testing independent assurance samples. Sampling, testing and laboratory methods shall be as required by the FDOT's Standard Specifications, Supplemental Specifications or as modified by the Special Provisions of the Construction Contract. Documentation reports on sampling and testing performed by the CONSULTANT shall be submitted to responsible parties during the same week that the construction work is done. The CONSULTANT shall be responsible for coordinating the transportation of samples to be tested in a laboratory to the appropriate laboratory or appropriate local facility as directed by the COUNTY. Engineering Services The CONSULTANT shall perform VT. Services include maintaining the required level of surveillance of Contractor activities to perform VT, interpreting plans, specifications, and special provisions for the Construction Contract, maintaining complete, accurate records of verified activities and events relating to the project, and properly documenting significant project changes impacting verification procedures. The CONSULTANT shall perform the following services: (1) Verify that the Contractor is conducting QC inspections and QC testing, and preparing reports. The CONSULTANT's inspector will be familiar with the requirements set forth in FDOT Specifications with regards to QC testing and VT. (2) Analyze problems that arise on the project and report to COUNTY staff proposals submitted by the Contractor, work to resolve such issues, and process the necessary paperwork. Page 29 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" (3) Facilitate communication between the Contractor's representatives and COUNTY staff in execution of the work and provide assistance in the resolution of QC/VT issues. The CONSUTLANT shall not be responsible for the utility relocation work or final locations placed. All utility relocations required shall be coordinated between the Contractor, Utility Agencies, and the COUNTY. (4) Produce verification reports, verify QC/VT field testing as scheduled by the COUNTY. (5) The CONSULTANT shall utilize a digital camera for photographic documentation of VT state and of noteworthy incidents or events during construction. (6) Other Management Engineering Services shall include, but are not limited to, the following: (a) The CONSULTANT shall maintain on a daily basis when called for VT, a complete and accurate record of verified activities and events including, but not limited to, manpower, equipment, subcontractors, weather, and other significant data and events relating to the project and a record of verified work completed by the Contractor. The CONSULTANT shall immediately report apparent significant changes in verified test data as they are noted. The CONSULTANT shall maintain a daily Construction Diary which shall outline activity on the project each day VT was scheduled and performed. All emergencies shall be reported immediately to the COUNTY, but in no case in excess of 24 hours. (b) The CONSULTANT shall maintain a log of materials entering into the work with proper indication of the basis of acceptance of each shipment of material. (c) The CONSULTANT shall maintain records of sampling and testing accomplished and analyze such records required to ascertain acceptability of materials and completed work items. The field reports for records of work and testing results shall be submitted at the completion of Contractor's scheduled activities. (d) The COUNTY shall maintain a complete log of all submittals of shop drawings, noting the dates of first submittal and subsequent reviews and resubmittals, approvals, etc. The Engineer of Record shall review all shop drawings. The CONSULTANT shall take note of and verify that any changes are properly carried through to construction and shall further record, report, make recommendations and evaluate any circumstances which affect the progress or cost of the work. Shop drawings shall also include any manuals or similar documents outlining proposed construction procedures submitted by the Contractor. (e) The CONSULTANT shall provide to the Contractor interpretations of the plans, specifications, and contract provisions. The CONSULTANT shall consult with the COUNTY when an interpretation involves complex issues or may have an impact on the cost of performing the work. When warranted, the COUNTY may request an interpretation from the Engineer of Record. Page 30 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" (f) The CONSULANT shall analyze problems that arise on the project and/or all proposals submitted by the Contractor and prepare recommendations to COUNTY staff with appropriate justification and documentation. (g) The CONSULANT shall analyze changes to the plans, specifications or contract provisions and extra work which appear to be necessary to carry out the intent of the contract when it is determined that a change or extra work is necessary and such work is clearly not within the scope of the original contract. Recommend such changes to COUNTY staff for approval. (h) In the event that the Contractor submits a claim for additional compensation, CONSULANT staff will analyze the submittal and prepare a recommendation to the County covering validity and reasonableness of charges and conduct negotiations leading to recommendations for settlement of the claim. The CONSULTANT shall maintain complete, accurate verification records of work involved in claims. In the event that the Contractor submits a request for extension of the allowable contract time, the CONSULANT shall analyze the request and prepare a recommendation to COUNTY staff covering accuracy of statements and the actual effect of delaying factors on completion of controlling work items. (i) Upon identification of a proposed changed condition or construction contract change, the extent of change shall be analyzed, and an order of magnitude estimate of cost and time change, if any, will be prepared. Prior to receipt of the Contractor's estimate, CONSULANT staff shall prepare the fair cost estimate. (k) CONSULANT staff shall monitor the construction contract to the extent necessary to determine whether construction activities violate the requirements of any permits. (I) The CONSULTANT shall record the progress of verified work by taking color photographs of pertinent construction activities. The extent and frequency of the photographs shall be determined by the CONSULTANT unless specifically dictated otherwise by the COUNTY. Photographic documentation of noteworthy incidents or events shall be made including, but not limited to, the following: • Exceptional progress of work • Accidents showing damage • Unsafe working conditions • Unusual construction techniques • Damaged equipment or materials Project photographs shall be furnished, as soon as available and upon request, to the COUNTY. Pertinent photographs will be maintained and available for viewing from the home office throughout the course of construction. (m) The COUNTY shall be responsible for the review and acceptance of the Contractor's progress schedule. Page 31 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" TASK 3: POST DESIGN The CONSULTANT will provide the COUNTY the following limited services during construction of Project: TASK 3.1: Services During Construction (SDC) - Roadway The CONSULTANT will provide Limited Services During Construction for construction of the Tree Farm Road Phase II Project Roadway Improvements. Services shall include: • Provide Contract Document interpretation and assistance in addressing requests for information (RFI) and unforeseen conditions when requested by the COUNTY. • Periodic meeting attendance (assumed 1 meeting per month during construction) and field visits (as required to respond to RFI's and review construction progress). • Assist the COUNTY with shop drawing review(s). • Review and assist in field changes which include minor redesign as requested by the COUNTY. • Attend one substantial completion walk through meeting in the field. • The Contractor will be responsible to provide Record Drawings based upon the Contractor's markups, visual observations, and record survey. The CONSULTANT shall provide files (PDF format) to the Contractor for use. • The CONSULTANT shall prepare and submit required project certification(s) to SFWMD and USACE as required. TASK 3.2: Services During Construction (SDC) - Utilities (Water and Wastewater) ■ 3.2.1: Wastewater Services • 3.2.2: Water Services The CONSULTANT shall provide Limited Services During Construction for construction of the Tree Farm Road Phase II Project Utility Improvements. Services shall include: • Provide Contract Document interpretation and assistance in addressing RFI's and unforeseen conditions when requested by the COUNTY. • Periodic meeting attendance (assumed 1 meeting per month during construction) and field visits (as required to respond to RFI's and review construction progress). • Assist the COUNTY with shop drawing review(s). • Review and assist in field changes which include minor redesign as requested by the COUNTY. Attend one substantial completion walk through meeting in the field. Page 32 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" The Contractor will be responsible to provide Record Drawings based upon the Contractor's markups, visual observations, and record survey. The CONSULTANT shall provide files (PDF format) to the Contractor for use. Note: The presence or duties of the CONSULTANT's personnel at a construction site, whether as onsite representatives or otherwise, do not make the CONSULTANT or the CONSULTANT's personnel in anyway responsible for those duties that belong to the COUNTY and/or the Contractor or other entities, and do not relieve the Contractor or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the construction Contract Documents and any health or safety precautions required by such construction work. The CONSULTANT and the CONSULTANT's personnel have no authority to exercise any control over any Contractor or other entity or their employees in connection with their work or any health or safety precautions and have no duty for inspecting, noting, observing, correcting, or reporting on health or safety deficiencies of the Contractor(s) or other entity or any other persons at the site except the CONSULTANT's own personnel. The following tasks are not included in the Scope of Work for this Agreement: Design Services • Construction Administration Services • FDEP Permitting • Services During Construction other than those listed above or requiring more effort than that listed in the Fee Schedule. TASK 4: EAGLE MONITORING The Bald Eagle Monitoring Guidelines, which were adopted by the Florida Fish and Wildlife Conservation Commission (FWC) as part of their management plan, recommend monitoring an eagle nest if construction activities occur within 660 feet of the nest during the nesting season (October 1st - May 15th). These federal guidelines standardize the method for gathering data to evaluate eagle responses to activities that may cause disturbance. If construction is in process in the protection zone, monitoring should begin no later than October 1st and continue as long as work is being done within 660' of the nest. Once work has moved outside this zone, the monitoring is no longer necessary. TASK 4.1: Monitoring During Early Phases of the Nesting Cycle Once a territory is determined to be occupied, it should be considered active, and nesting eagles should, at that time, be monitored a minimum of three days each week and four hours each day (beginning at 1/2 hour before sunrise) from onset of nesting behavior through the fourth week post-hatching and care of eaglets. Monitoring is not required on Page 33 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" days when no infrastructure development, exterior building construction, or other human activities referenced in the National Management Guidelines occurs within 660 feet of the nest tree. Monitoring should be scheduled to occur on the days that are representative of all major phases of these activities at times when they will occur. The CONSULTANT shall complete, sign, and date a Bald Eagle Monitoring Data Sheet for each survey event. As long as the monitor has not detected any irregularities or abnormalities, a copy of the data sheets shall be retained and provided to the COUNTY at the end of the eagle nesting season. TASK 4.2: Monitoring During Last Phase of the Nesting Cycle Monitoring frequency for activities may be reduced to one day each week (four hours beginning 1/2 hour before sunrise) beginning five weeks post-hatching and continue until fledging occurs or May 15th, whichever occurs first. However, this once a week monitoring event should occur on days that are representative of all major phases of these activities at times when they will occur (if applicable). Reporting Requirements Individual Bald Eagle Monitoring Data Sheets shall be completed and provided to the COUNTY as described in the previous monitoring tasks. However, should it become necessary, the monitor will immediately report any suspension of work activities and/or any documented abnormal behavior to the COUNTY, FWS, and FWC and subsequently send the individual Bald Eagle Monitoring Data Sheets describing all relevant activities to all parties. As required by the Bald Eagle Monitoring Guidelines, the FWS and FWC will coordinate a review within a week of the reported behavior and circumstances associated with any suspension of work activities. A verbal determination followed by a written recommendation will be issued by the wildlife agencies in a timely manner as to whether construction should resume or be modified, or if monitoring frequency should be increased. Page 34 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" SCHEDULE B BASIS OF COMPENSTATION TIME AND MATERIAL 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice, a progress report reflecting the Project design and construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses in accordance with the terms stated below. Provided, however, in no event shall such compensation exceed the amounts set forth in the table below. TASK ITEM NOT-TO-EXCEED AMOUNT: 1 Project Management, Meetings, and Review of $ 19,336.00 2 Construction Engineering & Inspection, Verification $185,352.00 Testing (VT) 3 3.1 Services During Construction (SDC) - Roadway $ 49,876.00 3.2 Services During Construction (SDC) - Utilities $ 13,264.00 4 4.1 Monitoring During Early Phases of the Nesting $ 25,161.00 4.2 Monitoring During Last Phase of the Nesting Cycle $ 4,460.00 REIM Reimbursable $ 1,000.00 Total Compensation for Consultant's $298,449.00 B.2.2. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. B.2.3. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER. Page 35 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without OWNER'S prior written approval. B.2.5. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6. Notwithstanding anything in this Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees and Reimbursable Expenses earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of 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. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and the Project name and shall not be submitted more than one time monthly. B.3.3. Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task limits set forth in the table in Section 2.1 by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. Page 36 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" B.3.4. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.5. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B.3.5.1. Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.5.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.5.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.5.1.3. Permit Fees required by the Project. B.3.5.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.5.1.5 Expense of models for the County's use. B.3.5.1.6 Other items on request and approved in writing by the OWNER. Page 37 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" Attachment 1 SCHEDULE B CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Principal $ 206.00 Senior Project Manager $ 172.00 Project Manager $ 147.00 Senior Engineer $ 157.00 Engineer $ 123.00 Senior Inspector $ 96.00 Inspector $ 76.00 Senior Planner $ 139.00 Planner $ 110.00 Senior Designer $ 114.00 Designer $ 94.00 Environmental Specialist $ 109.00 Senior Environmental Specialist $ 134.00 Scientist/Geologist $ 93.00 Senior Scientist/Geologist $ 118.00 Marine Biologist/Hydrogeologist $ 110.00 Senior Marine Biologist/Hydrogeologist $ 138.00 Senior GIS Specialist $ 139.00 GIS Specialist $ 102.00 Clerical/Administrative $ 62.00 Senior Technician $ 85.00 Technician $ 72.00 Surveyor and Mapper $ 120.00 CADD Technician $ 81.00 Survey Crew - 2 man $ 130.00 Survey Crew - 3 man $ 161.00 Survey Crew - 4 man $ 189.00 Senior Architect $ 154.00 Architect $ 121.00 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added upon mutual agreement in advance and in writing by the Project Manager and the Consultant, without further Board approval. Page 38 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" SCHEDULE B HOURLY RATE SCHEDULE EARTHWORKS Organic Content(FM 1-T267) each $33.50 Sieve Analysis for Classification(AASHTO T27/88) each $52.00 Plastic Limit (AASHTO T90) each $57.00 Liquid Limit(AASHTO T89) each $57.00 Standard Proctor(AASHTO T99) each $115.00 Modified Proctor(FM 1-T180) each $115.00 Limerock Bearing Ratio (FM5-515) each $386.00 Specific Gravity and Absorption of Aggregate(FM 1-T85) each $121.00 Percent Fines (FM 1-T11) each $35.00 pH (FM5-550) each $44.50 Sulfate Content(FM 5-551) each $44.50 Chloride Content(FM 5-552) each $44.50 Resistivity(FM 5-553) each $49.50 Total Carbonates (FM 5-514) each $120.00 Deleterious Substances for RCA Base each $20.00 Asphalt Content(FM5-563) each $112.00 CONCRETE Compressive Strength of Concrete Cylinders (ASTM C39) each $21.50 Resolution or Reserve Cylinders or Beams (cure only) each $10.00 Flexural Strength of Concrete Beams(ASTM C78) each $54.00 ASPHALT Bulk Specific Gravity for Pavement Cores (AASHTO T-166) each $33.50 Asphalt Extraction and Aggregate Gradation (FM 1-T-30 and FM 5-563) each $176.00 END OF SCHEDULE B. Page 39 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" SCHEDULE C PROJECT MILESTONE SCHEDULE Cumulative Number of Calendar Days for Task Description Completion from Date of Notice to Proceed for Services under this Agreement 1 Project Management, Meetings, and Review 425 Days of Work y 2 Construction Engineering & Inspection, 425 Days Verification Testing (VT) y 3 Post Design Services 3.1 Services During Construction (SDC) - 425 Days Roadway y 3.2 Services During Construction (SDC) - Utilities 4 Eagle Monitoring 4.1 Monitoring During Early Phases of the 425 Days Nesting Cycle y 4 2 Monitoring During Last Phase of the Nesting 425 Days Cycle y REIM Reimbursable 425 Days Page 40 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate Page 41 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Project. (6) The acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. Page 42 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) X $500,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Page 43 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" Applicable X Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: X Single Limit per Occurrence $1,000,000 Products/Completed Operations Aggregate $2,000,000 Aggregate $2,000,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the Page 44 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. (3) Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. (4) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable (5) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable (6) Technology Errors and Omissions coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $1,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Page 45 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" (7) Cyber coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $1,000,000 each occurrence if applicable to the completion of the Services under this Agreement. AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage - $ 500,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X Yes No Page 46 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: X $1,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. Page 47 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" VALUABLE PAPERS INSURANCE In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. Page 48 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D Page 49 of 51 Contract#17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Johnson Engineering, Inc., hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning Tree Farm Road Phase II are accurate, complete and current as of the time of contracting. Johnson E gin eri , In BY: l TITLE: VIS' "" kes 1404 4 DATE: 1— V— /7 Page 50 of 51 Contract N 17-7222 "Post Design and Verification Testing Services for Tree Farm Road Phase II" SCHEDULE F KEY PERSONNEL Name Personnel Category % of Time_ Josh Hildebrand Project Manager (Johnson Eng.) 15% Vee Lofton Project Manager (Johnson Eng.) 15% Bill Gramer Senior Project Manager (CH2M) 15% Kevin Heldorfer Senior Designer (CH2M) 10% Page 51 of 51 AC CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 12/4/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Linda Johnson Lykes Insurance, Inc. PHONE FAX P.O. Box 60043 JA/c.No,Eat):239-931-3027 (A/C,No):239-931-5604 Fort Myers FL 33906-6043 ADDRRESS: Ijohnson@lykesinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Continental Casualty Company 20443 INSURED JOHNS05 INSURER B:American Cas Co of Reading PA 20427 Johnson Engineering, Inc. PO Box 2112 INSURER C:Continental Insurance Company 35289 Fort Myers FL 33901 INSURER D:Valley Forge Insurance Co. 20508 INSURER E:Transportation Insurance 20494 INSURER F: CNA Insurance Companies COVERAGES CERTIFICATE NUMBER:177314813 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W /YLIMITS LTRINSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DDYYY) A X COMMERCIAL GENERAL LIABILITY Y 4027219232 9/15/2017 9/15/2018 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) $15,000 X XCU PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X PELT X LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y 5084100207 9/15/2017 9/15/2018 COMBINED SINGLE LIMIT $ (Ea accident) 1.000.000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ S AUTOS X HIRED AUTOS X NOTOSWNED PPROPPERdT ntt)DAMAGE X PIP PIP $10,000 C X UMBRELLA LIAB X OCCUR 4034928401 9/15/2017 9/15/2018 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$10 000 $ D WORKERS COMPENSATION 4034939852 9/24/2017 9/24/2018 X STATUTE OTH- ER AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.- EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 E Equipment 4034928365 9/15/2017 9/15/2018 Rental Equipment $100,000 F Network Security Liability` 596721465 9/15/2017 9/15/2018 Per Occurence $1,000,000 Aggregate $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Network Security Liability continued:Claims Made coverage,retro 9/15/2016,with defense costs included in both the limits and the retention amount. RE:Contract 17-7222 Tree Farm Post Design Service Collier County Board of County Commissioners is listed as Additional Insured with respect to General Liability per endorsement CNA750779XX and auto liability per form CA2048.A 30 day notice of cancellation is included except in the case of nonpayment when 10 days apply. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE JJ Collier County Boardof County Commissioners 3327 Tamiami Trail East '721eAoV4Z (Naples FL 34112-4901 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD JOHNS-1 OP ID: MJ '4�REX CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/04/2017 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 Kristin McIntosh JCJ Insurance Agency PHONE FAX 2208 Hillcrest Street (A/C,No,Ext):321-445-1117 (A/C,No): 321-445-1076 Orlando,FL 32803 E-MAIL rtsjADSS:.....04'..M-insurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Berkley Insurance Company 32603 INSURED Johnson Engineering, Inc. INSURERB: 2122 Johnson St. Fort Myers, FL 33901 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENt AGGREGATE LIMIT APPLIES PER; GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) UMBRELLA LIAR 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 AEC-9011283-02 09/15/2017 09/15/2018 Per Claim 2,000,000 Claims-Made Form Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) II1 The policy include coverage for claims that arise in the performance of your Professional Services and are related to Information Technology Services. CERTIFICATE HOLDER CANCELLATION COLL329 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyBoard of CountyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Commissioners 3299 Tamiami Trail East,#303 Naples, FL 34112-5746 REPRESENTATIVEAUTHORIZED D o ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD