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Backup Documents 01/09/2018 Item #16B 1
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 1 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink\---itAk. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the t; e item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management . • 2. County Attorney Office County Attorney Office 4. BCC Office Board of County �..� Commissioners >L `Z��� 4. Minutes and Records Clerk of Court's Office / t I,Z)l3 33041 5. Procurement Services Procurement Services l PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Barbara Lance for Brenda Brilhart Contact Information 239-252-8998 Contact/ Department Agenda Date Item was January 9,2018 Agenda Item Number 16B1 Approved by the BCC Type of Document Contract _ Synore Number of Original }��] Attached ��- Documents Attached PO number or account N/A 17-7050 Bayshore TOA Design Group, number if document is Gateway Triangle CRA LLC to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column - •'chever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for ads'tional signa ? If yes, N/A provide the Contact Information(Name;Agency;Address;Ph. - -- .r attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be BL signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the BL document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's BL signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 01/9/2018 and all changes made during the meeting have been incorporated in the attached document. The County S Attorney's Office has reviewed the changes,if applicable. ./ 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made, and the document is read for . ' R C i , Chairman s signature. _ JAN p9 2018 Risk management 168 1 MEMORANDUM Date: January 16, 2018 To: Barbara Lance for Brenda Brilhart, Procurement Services From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #17-7050 "Bayshore/Gateway Triangle CRA" Contractor: TOA Design Group, LLC Attached for your records is one (1) original of the referenced contract above, (Item #16B1) adopted by the Board of County Commissioners on Tuesday, January 9, 2018. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment 1 68 1 Contract #17-7050 "Bayshore Gateway Triangle CRA Redevelopment Plan Update" PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this r day of )301)..Q.0. , 20 I ,, by and between the Board of County Commissioners for Collier County, Florida, acting as the Community Redevelopment Agency, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and TOA Design Group, LLC, authorized to do business in the State of Florida, whose business address is 1000 North Ashley Drive, Suite 400, Tampa, Florida 33602 (hereinafter referred to as the "CONSULTANT" and/or"CONTRACTOR"). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Planning Consulting services of the CONSULTANT concerning Bayshore Gateway Triangle CRA Redevelopment Plan Update (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Work", 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: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1 .1. CONSULTANT shall provide to OWNER professional Planning Consulting services in all phases of the Project to which this Agreement applies. 1 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 6 1 1 .2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Work 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 Ginger L. Corless, AICP, CPRP 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 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. 2 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 1 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 follows: 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: 3 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 1 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 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 4 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 1 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 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 5 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 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 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 6 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 68 1 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. 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. 7 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 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. 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 Work 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. 8 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16:B 1 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1 . 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 9 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 68 1 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 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 10 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1 . Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. 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, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. 11 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 68 1 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 they deem necessary during the period of this Agreement and during 12 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 166 1 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 8.1. 8.2. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, OWNER and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. CONSULTANT'S obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the OWNER or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 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. 13 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 1 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 . All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance program carried by OWNER 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: 14 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 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. The CONSULTANT will inform the Project Manager the personnel intended to assign to the Project to perform the Services required hereunder in the Consultant's proposal. All personnel, subconsultants and subcontractors identified in Consultant's proposal 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 15 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 6 B 1 under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, 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 16 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 1 as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) 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 17 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 1 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 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. 18 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 6 B 1 ARTICLE THIRTEEN CONFLICT OF INTEREST 13.1. 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 FOURTEEN MODIFICATION 14.1. 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. ARTICLE FIFTEEN NOTICES AND ADDRESS OF RECORD 15.1. 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: Collier County Community Redevelopment Agency, Collier County Florida Bayshore Gateway Triangle Redevelopment Area (CRA) 3570 Bayshore Drive, Unite 102 Naples, Florida 34112 Telephone: (239) 643-1115 Attention: Debrah Forester, CRA Director Email: Debrah.Foresterc CollierCountyFL.gov 15.2. 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: 19 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 TOA Design Group, LLC 1000 North Ashley Drive, Suite 400, Tampa, Florida 33602 Phone: (813) 224-8862 Attn: Ginger L. Corless, AICP, CPRP, Principal/Director of Community Planning and Design Solutions Email: gcorless@tindaleoliver.com 15.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SIXTEEN MISCELLANEOUS 16.1. 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. 16.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 16.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 16.4. 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. 16.5. 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. 20 Contract#17-7050"Baystiore Gateway Triangle CRA Redevelopment Plan Update" 168 1 16.6. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP), the Consultant's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 16.7. 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. 16.8. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 16.9. 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. 16.10. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF WORK Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE RFP # 17-7050 Terms and Conditions CONSULTANT'S PROPOSAL ARTICLE SEVENTEEN APPLICABLE LAW 17.1. 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 21 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16U 1 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 EIGHTEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 18.1. 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. 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. 18.2. 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." 22 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 166 1 ARTICLE NINETEEN DISPUTE RESOLUTION 19.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 19.2. 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 TWENTY IMMIGRATION LAW COMPLIANCE 20.1. 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. ******* 23 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 6 B 1 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Bayshore Gateway Triangle CRA Redevelopment Plan Update the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY Dwight E. Brock, Clerk Date: _AI A �' i By: Attest as to Chai 's Donna iala, Chairman signature only. ppr• ed as to m a d Les.lity: _ ,1_ t ounty Attorney Name TOA Design Group, LLC C LL �Gi '�ti.` By: W/-e ' Witness Donald D. Latkovic.CEO William L. Ball. Chief Operating Officer Name - d Title Name and Title W't -ss J .- t •.r/ Name and Ti ier 24 et Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 6 B 1 SCHEDULE A SCOPE OF WORK "Bayshore Gateway Triangle CRA Redevelopment Area Plan Update" (following this page) 25 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B I SCHEDULE A Bayshore Gateway Triangle CRA Plan Scope of Work Project Understanding The Bayshore Gateway Triangle CRA wishes to update the Redevelopment Area Plan to not only meet the requirements of Florida Statutes,Chapter 163, Part III, but also to continue its work in creating a unified vision for the CRA while identifying new redevelopment strategies, projects, and programs that"enhance economic development and quality of life within the CRA by eliminating blight conditions and facilitating community partnerships, business growth,job creation, and neighborhood rehabilitation." The CRA Redevelopment Area Plan Update is an important initiative that will continue to leverage the community and economic assets that currently lie within the CRA to create an environment ripe for growth and development. This Plan will balance the needs of future growth, reinforce sustainable practices, and enhance the quality of life within the area by testing and building upon CRA's following goals: > Provide accountability and transparency >Continue to identify and update community priorities > Promote public safety&security > Encourage economic development&revitalization > Improve infrastructure to meet needs of existing and new residents > Innovative land development and growth management planning > Improve community character > Encourage adaptive reuse and rehabilitation of buildings > Eliminate substandard housing & promote new housing > Beautification >Create interconnections and a friendly pedestrian/bicyclist community >Continue to create partnerships > Inter-local intergovernmental coordination > Identify and establish entrances and gateways >Promote CRA owned land for development of catalyst projects We have reviewed the County's RFP, the 2000 Redevelopment Plan, and Annual Reports and performed a brief review of the Comprehensive Plan and LDC relating to redevelopment with the Bayshore Gateway Triangle Community Redevelopment Area. We applaud the County and CRA for the implementation of strategic planning projects, including the adoption of the Gateway Mixed Use Overlay District and the Bayshore Mixed Use Overlay District,to encourage dynamic communities for people to work,live,and play. We understand the CRA and community have expressed an interest in other sustainable and alternative initiatives to encourage entrepreneurial development. The Tindale Oliver Design Team (Consultant)has the credentials to provide all the services identified in the County's scope of services for this contract including planning, urban/suburban design, economic development and public financing. Furthermore, we excel at innovative interactive community outreach activities specifically for redevelopment initiatives. Based on our understanding and our expertise in preparing community redevelopment plans and updates, we offer the following approach and scope of work. Schedule A-1 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1613 1 Task 1. Evaluate Existing Bayshore Gateway Triangle Redevelopment Plan We understand the purpose of this task is to document and evaluate current conditions within the CRA and validate future direction through an active community outreach program. 1.1 Assessment 1.1.1 Plan and Policy Assessment The purpose of this subtask will be to review/assess existing plans and policies currently guiding redevelopment/development within the CRA. These plans/policies will include, but are not limited to the following: > 1999 Blight Study > 2000 Redevelopment Plan > CRA Annual Reports since 2000 > CRA Board Meeting Minutes > Review of planned and scheduled construction projects > FY 2017-2018 Operating Budget—both for CRA and MSTU > Review of current and past residential and business commercial programs > Collier County Comprehensive Plan > Existing land development regulations > Information on planned or proposed CRA projects and programs > A review of the previous 5 years CRA revenues > A review of historical data regarding previous TIF projections > A review of planned projects, programs and services provided by other County departments and agencies within the CRA for potential partnering opportunities > Other pertinent documents identified through discussions with staff and stakeholders • Deliverable: A brief memorandum will be prepared summarizing findings, including a determination if the CRA Plan will be an edited version of the original or drafted as a totally new plan. 1.1.2 Fieldwork Conditions Assessment Following document review and the project kick-off meeting, the Tindale Oliver Design Team will conduct a"window survey"to document existing conditions and potential investment opportunities within the CRA. This assessment will identify and document existing elements, including: > Unique urban design/public realm design elements > Community Character > Historic structures/sites > Roadway facilities/conditions > Bicycle/pedestrian facilities and conditions > Inventory of existing land uses and businesses within the CRA > Business tenant mix > Land-use patterns including vacant sites and occupied and unoccupied structures > Sites and/or potential structures with potential for increased density/intensity and/or mixed use development > Assessment of conditions on the CRA fringe Schedule A-2 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 1 • Deliverable: Tindale Oliver Design will coordinate with the CRA Director prior to, during and following the field assessment. The finding from this task will be highlighted in the Existing Conditions Report(see 1.3.3). 1.1.3 Assessment Building upon the existing conditions assessment and information provided by the CRA/County,the Tindale Oliver Design Team will utilize photos and graphics to summarize issues and opportunities within the CRA, with a specific focus on the following: > General existing conditions graphic for use in future planning activities > Identify the location of sites or structures with the potential for mixed-use and more intense development > Unique design treatments and attributes that should be protected/enhanced > Identification of existing parks, plaza and open space > Traffic and bicycle/pedestrian safety concerns > Land use transitions between commercial cores/nodes and residential neighborhoods > Housing conditions and opportunities > Other potential issues—stormwater, utility infrastructure, etc. • Deliverable:Tindale Oliver Design will provide the draft assessment graphics to the CRA Director for comment prior to including in the Existing Conditions Report(see 1.3.3). 1.1.4 Demographic and Trends Assessment The Tindale Oliver Design Team will evaluate existing demographic and market data (e.g., population, housing, business types, property values, and generalized market trends obtained from readily accessible sources) within the CRA and will run future projections. In addition, we will evaluate building and development trends within the CRA and region to assess opportunities for future redevelopment initiatives. • Deliverable: Tindale Oliver Design will coordinate with the CRA Director prior to, during and following the assessment.The finding from this task will be highlighted in the Existing Conditions Report(see 1.3.3). 1.2 Meetings and Public Involvement 1.2.1 County Department Interviews A maximum of five(5)Interviews with County Departments will be scheduled to evaluate the review process for CRA projects to facilitate efficiency and assure consistency with the redevelopment plan goals and objectives. Based on direction from the CRA and County,there may be multiple individuals that participate in each interview session.These interviews will be coordinated by CRA staff and will be held over two days in coordination with the scheduling of the stakeholder interviews described in Task 1.2.2. 1.2.2. Stakeholder Interviews/Small Group Sessions Stakeholder interviews will be held with local business/property owners within the CRA to better understand local needs and economic conditions. CRA staff will select the interviewees and coordinate the interview schedule. There will be a maximum of six (6) interviews which will be held at County offices during a two- day period. Based on direction from the CRA and County,there may be multiple individuals that participate in each interview session. To maximize efficiency, the stakeholders may be organized into three small groups per day. Schedule A-3 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 1 1.2.3 Community Outreach Forums Two public workshops will be held in support of Plan Update efforts. The first will be held to discuss the overall intent of the Update and seek input regarding refining community objectives and the identification of potential projects and programs within the CRA. The second will be held to present the draft plan and seek input on final projects and initiatives. This approach will allow for the community to set the overall planning framework early in the process and to review/assess proposed projects,plans,and initiatives before the draft and final plan documents are written. • Deliverables: Meeting Agendas, Sign-In Sheets, and Meeting Notes. 1.3 Existing Conditions/Plan Framework 1.3.1 Update Community Objectives The Tindale Oliver Design Team will evaluate the Strategic Priorities and CRA's planning and programming initiatives. Through an assessment of the existing conditions, evaluation of opportunities, discussions with staff and the CRA Advisory Board,and public input,we will update the CRA community objectives, resulting in guiding principles to base the CRA Plan Update. 1.3.2 Project Identification and Conceptual Plan Framework Based on the information gathered during the existing conditions analysis and input gained through staff, CRA Advisory Board, and the public, a comprehensive listing of potential projects,strategies, and initiatives will be identified for inclusion within the Redevelopment Plan Update. In addition, this task will include the development of a plan outline and framework for the planning document that will be discussed/refined with input from staff and the CRA Advisory Board. The potential project, strategies, and initiatives identified will be focused on the topic areas described as follows. Transportation Connectivity To encourage the development of a more functional, walkable, and inviting CRA, we will address overall transportation patterns and transit, bike,and pedestrian connections both within the CRA and to key assets and attractions outside the CRA.The Tindale Oliver Design Team will identify a conceptual plan to create friendly and safe connections. Parking Assessment&Strategies Based on information collected from County staff and past reports, identify potential parking issues and strategies for improvements. Infrastructure Needs This subtask will include the identification of additional infrastructure needs that should be addressed within the CRA. These needs could include those identified as a result of aging infrastructure or improvements needed due to increasing system demand caused by increasing development densities/intensities as a result of infill and redevelopment activities within the CRA. Recommendations for potential projects will be made based on a cursory assessment of existing data sources, staff discussions, public input, and fieldwork. Schedule A-4 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1613 1 Land Use and Urban Design Strategies This subtask will include the identification of specific policy and regulatory strategies that should be put in place to encourage the evolution of the CRA's Strategic Priorities and Community Objectives. These recommendations will build upon the data/analysis and identify specific changes to the Comprehensive Plan and/or Land Development Code that should be undertaken to encourage the development of the desired look and feel within the built environment of the CRA. Vacant Parcels Strategy and Identification of Catalyst Sites Based on a cursory assessment of the vacant parcels and structures within the CRA, the Tindale Oliver Design Team will identify strategies regarding infill development and opportunities for specific sites to be redeveloped to serve as a catalyst for surrounding development. Streetscape, Parks, and Aesthetic Improvements The CRA has invested greatly in improving the public realm. To continue this objective, projects and programs will be identified to further enhance the CRA's aesthetic elements for streets, rights-of-way, parks, and open spaces. Development Incentives and Other Strategies The CRA has a strong foundation in offering business and residential incentives and programs. To be successful and fulfill its long-term vision,the limited resources of the CRA must continue to be leveraged in a way that effectively attracts and retains private-sector investment. This investment increases economic activity, brings jobs, and increases property values, which will augment the resources of the CRA and the County as a whole. To attract this investment, the CRA should continue its practice of offering a variety of incentives to encourage new development and retain existing businesses and residents. The CRA's current initiatives will be reviewed, and recommendations will be made regarding retaining them, enhancing them, or phasing them out. 1.3.3 Existing Conditions Summary Report-Deliverable Based on sub-task 1.3.1 and 1.3.2,the final deliverable will include an Existing Conditions Summary Report and presentation. 1.3.3.1 Draft Report The Tindale Oliver Design Team will prepare a written summary with supporting graphics to summarize research, field assessment/Ground Truth and community input. As stated in the County's RFP the report will contain at minimum the following: > Current Conditions or"Ground Truth" > Gap Analysis > LDC and GMP Assessment > Demographic Analysis > Summary of Infrastructure Requirements > Preliminary Recommendations 1.3.3.2 Presentation The Tindale Oliver Design Team will present the findings from Task 1 to the Community Redevelopment Agency Advisory Board for public discussion and to reach consensus regarding the GAP Analysis, preliminary redevelopment recommendations, updated CRA Plan goals, and community character objectives. Schedule A-5 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 1.3.3.3 Final Report The Task 1 Final Report will be updated based on direction received from the Community Redevelopment Agency Advisory Board. Task II. Redevelopment Plan Preparation Once potential projects and initiatives have been identified and vetted by the Community Redevelopment Advisory Board, the Tindale Oliver Design Team will prepare the Draft Plan to meet the requirements of F.S. Chapter 163, Part III based on input received from CRA/County staff and through analysis described in the work tasks. 2.1 Bayshore Gateway Triangle CRA Tax Increment Financing (TIF) Projections The Tindale Oliver Design Team will review the tax increment revenues collected by the CRA since establishment to gain an understanding of collections and set a baseline for future projections. This is important to note, for other firms will only look at the previous five years. Due to the "Great Recession" baselines cannot be set based on the previous 5-10 years'worth of data.We will conduct a focused review of the market characteristics of the CRA that will include an updated assessment of macroeconomic and microeconomic conditions. The assessment also will include an evaluation of commercial opportunities in the CRA. Based on the assessment of future development, growth, and the projects, programs, and strategies identified in this update, the Tindale Oliver Design Team will calculate revenue projections and develop a summary assessment and forecast of economic conditions to provide generalized guidelines of market potential and land use options for the CRA. In essence, the analysis will establish parameters that outline "the art of the possible" for potential uses that display synergistic relationships with the larger economy while focusing on the unique size and balance of uses within the CRA. Using data from the market assessment to forecast development and redevelopment goals, Tindale Oliver Design will create TIF projections based on low-, medium-, and high-growth scenarios to help the CRA Board of Directors, the County, and the public understand the potential revenues available for redevelopment activities for the remaining life of the CRA. Alternative Funding Strategies TIF revenues should not represent the only source of funding; as part of the planning process, specific recommendations will be made that will most effectively maximize the return on investment(ROI)for every dollar spent.This approach also will include recommendations on how to use the CRA's resources to create public/private partnerships that leverage multiple sources of funding to complete projects. Grants and other alternative funding programs will be identified based on specific projects and programs that may be identified in the Plan Update. 2.2 Capital Improvement Plan & Funding Strategies Based on review of the previous and current capital improvement plan for the CRA, observations, discussions with staff, and public input, the Tindale Oliver Design Team will update the CRA's capital plan through remaining Plan duration, ensuring the Plan meets the requirements of Florida Statutes, Chapter 163, Part III, governing redevelopment areas. The capital improvement plan will identify all sources of potential funding (i.e., TIF, grants, general revenue, impact fees, public-private partnerships, and public- public partnerships)for specific projects, not just CRA increment revenues. Schedule A-6 Contract#17-7050`Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 2.3 Comprehensive Plan and Zoning Regulations Recommend amendments to the Comprehensive Plan and Zoning Regulations necessary to further the updated goals and objectives. This subtask addresses the effort necessary to assist County Staff in presenting the proposed changes and any potential draft Zoning Regulation Amendments to the following groups. It is noted that the CRA Advisory Board and Board will be provided information regarding the proposed amendments at the meetings identified in Task 3. • Attend meetings with Growth Management Division (up to 4 meetings-2 may via phone call) • Present Draft Comprehensive Plan and Zoning regulations changes to Collier Planning Commission (up to 2 meetings to be done the same day as the presentation of the draft CRA Plan Update) 2.4 Draft Plan The Draft will clearly articulate the goals and measurable objectives of the plan and identify all the projects and initiatives developed to accomplish the CRA Mission, Strategic Priorities, and Community Objectives as refined through this update process and meet the requirements of F.S. Chapter 163, Part III. The Draft Plan will be submitted for review and comment to staff prior to taking it to the public and other agencies for approval. The Plan, at minimum,will include the following: > Updated Redevelopment Plan Conceptual Diagram > Implementation Plan that outlines steps necessary to achieve the updated goals and objectives and to implement the identified catalyst projects > List of infrastructure improvement projects required by the Plan Update and estimated timing of each. This will include an assessment for potential funding sources, general departmental activities that could be used as resources within the CRA. Once the draft plan has been submitted, staff will provide comments/edits within two weeks.Tindale Oliver will then provide a revised version of the draft CRA Plan. Staff will then be given one more opportunity to review/comment on the draft document. 2.5 Final Plan The Task 2 Final Report will be updated based on direction received from CRA/County staff and will include the following: > The proposed amendments to the current community redevelopment plan will be provide in a Strike- through and underline format as a word document(Note: Depending on the proposed reorganization of the existing CRA Plan it may not be possible to efficiently produce a final plan in strikethrough/underline format and will instead be provided as a new clean plan). > A clean version of the proposed amended plan will be provided in both word and a PDF. > Any graphics will be provided in an editable format if possible or as a Jpeg and PDF format and in separate files for future use. Staff will be given the opportunity to review/provide one set of clarifying comments on the final plan document. Schedule A-7 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 3. Bayshore Gateway Triangle Redevelopment Area Plan Update Approval Following receipt of the final comments on the Draft Plan, a Final Plan document will be prepared and submitted to the County for take through the final adoption process. The Tindale Oliver Team will support the CRA/County staff with the adoption process for the Plan Update. Activities for this task will include the following: > Preparation of all presentation materials for all meetings noted in this task > Provide CRA/County staff ample time for review > Prepare Executive Summary for Planning Commission and CRA/BCC meetings > Prepare final Updated Bayshore Gateway Triangle Redevelopment Plan Update Document which includes all components of Tasks 1 through Task 3. > Assist in drafting taxing authority notices and advertisements for Plan Update Adoption > Assist in preparation of resolutions/ordinances necessary for updating CRA Plan > Present Plan update to CRA Advisory Board at a public meeting. 1 meeting > Present to Planning Commission— 1 meeting > Present to CRA Board and BCC (2 meetings held on the same day) > One(1)additional public meeting if requested by the CRA Director. Schedule A-8 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 SCHEDULE B BASIS OF COMPENSATION LUMP SUM 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 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 the lump sum payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until all services associated with any such line item have been completed to OWNER'S reasonable satisfaction. Tasks Description Lump Sum Fee: Payment Schedule 1. Evaluating Existing Conditions $ 40,415 Monthly Upon Percent Complete 2. Redevelopment Plan Preparation $ 77,715 of Task 3. Redevelopment Plan Approval $ 16,600 4. Not-to-Exceed Fee for Reimbursables $ 8,000 and Additional Meetings TOTAL FEE (Total Tasks 1-4) $142,730 B.2.2. The fees noted in Section 2.1. shall constitute the lump sum amount of One Hundred Forty- Two Thousand Seven Hundred and Thirty Dollars ($142,730) to be paid to CONSULTANT for the performance of the Basic Services. B.2.3. 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.2.4. 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, 26 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 1 equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.5. 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. 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. 27 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 1 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. 2g Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 Attachment I - SCHEDULE B FEE SCHEDULE Contract Manager $200.00/hr Financial Planner $200.00/hr Senior Transportation Planner $170.00/hr Senior Redevelopment Planner $135.00/hr Landscape Architect $110.00/hr Planner/Designer $ 95.00/hr GIS/Graphics $ 85.00/hr Project Engineer $150.00/hr 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. 29 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 bB 1 SCHEDULE C PROJECT MILESTONE SCHEDULE Cumulative Number of Calendar Days For Completion Task Description from Date of Notice to Proceed for Services under this Agreement Task 1 Evaluate Existing Conditions 120 Days from NTP Task 2 Redevelopment Plan Preparation 180 Days from NTP Task 3 Redevelopment Plan Approval 210 Days from NTP Reimbursables and Meetings 280 Days from NTP 30 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 68 1 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 coverage, 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) Coverage 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 coverage and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverage 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 coverage or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in 32 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverage 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 coverage required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage and charge the CONSULTANT for such coverage 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 coverage purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverage shall in no way be construed to be a waiver of any of its rights under the Agreement. 33 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 (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 $1,000,000 Each Accident $1,000,000 Disease Aggregate $1 ,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. 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 34 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 1 68 1 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 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. 35 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 168 Applicable X Not Applicable 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 - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverage required herein and shall include all coverage on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: X $1,000,000 each claim and in the aggregate 36 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 (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 coverage or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 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 37 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D 38 Contract#17-7050"Bayshore Gateway Triangle CRA Redevelopment Plan Update" 16B 1 Client#: 1048400 TINDAOLII ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/15/2017 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: USI Insurance Services, LLC, PHONE 813 321-7500 FAX (A/C,No,Ext): (A/C,No): 1715 N.Westshore Blvd.Suite 700 E-MAIL Tampa, FL 33607 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A-Travelers Indemnity Company 25682 INSUREDINSURER B:Commerce&Industry Insurance 19410 TOA Design Group,LLC rraveleraCaaualtyandsurety 31194 INSURER C 1000 N Ashley Dr.,Suite 400 XL Specialty Insurance Company 37885 Tampa, FL 33602 INSURER D: INSURER E:Travelers Indemnity Company 25682 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 TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X 6807H273337 02/24/2017 02/24/2018 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES0(ERENTED occu ence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY X ECT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ E AUTOMOBILE LIABILITY X X BA8130L506 02/24/2017 02/24/2018 Pa cNEideDnt)SI $NGLE LIMIT _ 1s 000s 000 (Ea ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE -$ AUTOS (Per accident) B x UMBRELLA LIAB X OCCUR X X 6E096059640 02/24/2017 02/24/2018 EACH OCCURRENCE $9,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $9,000,000 DED X RETENTION$0 $ C WORKERS COMPENSATION X UB7082Y317 09/01/2017 09/01/2018 X SER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? 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 D Professional DPR9913242 04/20/2017 04/20/2018 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional Liability coverage is written on a claims-made basis. RE: Contract 17-7050 Bayshore Gateway Triangle CRA Redevelopment Plan Update Collier County Board of County Commissioners are included as an additional insured under the captioned General Liability and Automobile Liability policies on a primary and non contributory basis if and to thee extent by written contract. CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami rail East Bldg C2 NAPLES, FL 34112 AUTHORIZED REPRESENTATIVE 049:411) ')1. Ot9'_c A.o 41.E---- ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S22083831/M21652395 MRLEW