Agenda 07/08/2014 Item #16A227/8/2014 16.A.22.
EXECUTIVE SUMMARY
Recommendation to approve the award of contracts 14 -6190 Golden Gate City Stormwater
Drainage Improvement Project Design (Project Number 50129) to Agnoli, Barber and Brundage,
Inc., CH2M Hill Engineers, Inc., Johnson Engineering Inc., and RWA, Inc., for professional design
and related services and authorize the Chairman to execute the contracts.
OBJECTIVE: To obtain professional engineering services to upgrade the stormwater management
system in Golden Gate City.
CONSIDERATIONS: In 2010, Collier County Stornwater Section contracted for a Golden Gate City
Stormwater System Inventory and Master Plan. This work inventoried the existing stormwater system
and divided Golden Gate City into four quadrants of approximately one square mile each. Within these
quadrants, the areas were further subdivided into sub - systems. The inventory analyzed the condition of
the existing stormwater structures and pipes and made recommendations on a program to rehabilitate the
existing stormwater system. Most of the system is more than 50 years old and has passed its useful
lifespan and is now functionally obsolete. The Board of County Commissioners (Board) adopted the
2014 Capital Budget that identified the requirement for upgrading this stormwater system.
On March 25, 2014, the Board of County Commissioners approved the recommended short -list of
consultants and directed negotiations with the four top ranked firms. On June 24, 2014, following the
reconvening of the Selection Committee (which was held on June 3, 2014) to further clarify the rankings
by quadrant, the Board approved the ranking of the most qualified consultants for the four (4) quadrants
and authorized staff to negotiate contracts pursuant to Florida Statute 287.055.
FISCAL IMPACT: Funding is available in the FYI Capital budget. The source of funding for this
project is a transfer from the Unincorporated General Fund 111 into the Stormwater Capital Projects Fund
325. The implementation of the multi -year project will be subject to funding availability in Project 50129.
The replaced stormwater infrastructure will have a functional lifespan of fifty (50) years. The recurring
cost for periodic inspection and cleaning of all the stormwater system on a three (3) to five (5) year basis
is estimated to be $5,000 per cycle.
LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority
vote for Board approval. —SRT
GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan related to
this action.
RECOMMENDATION: That the Board of County Commissioners approves the award of contracts 14-
6190 Golden Gate City Stormwater Drainage Improvement Project Design to Agnoli, Barber and
Brundage, Inc., CH2M Hill Engineers, Inc., Johnson Engineering Inc., and RWA, Inc. for professional
design and related services and authorize the Chainnan to execute the contracts.
Prepared by: Joseph F. Delate, ASLA, PLA, Senior Project Manager, Transportation Engineering
Department.
Attachments:
• Agnoli, Barber and Brundage, Inc. Contract
• CH2M Hill Engineers, Inc. Contract
• Johnson Engineering Inc. Contract
• RWA, Inc. Contract
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.A.16.A.22.
Item Summary: Recommendation to approve the award of contracts 14 -6190 Golden
Gate City Stormwater Drainage Improvement Project Design to Agnoli, Barber and Brundage,
Inc., CH2M Hill Engineers, Inc., Johnson Engineering Inc., and RWA, Inc., for professional design
and related services and authorize the Chairman to execute the contracts.
Meeting Date: 7/8/2014
Prepared By
Name: DelateJoseph
Title: Project Manager, Senior, Transportation Engineering & Construction Management
6/12/2014 9:45:29 AM
Submitted by
Title: Project Manager, Senior, Transportation Engineering & Construction Management
Name: DelateJoseph
6/12/2014 9:45:30 AM
Approved By
Name: WardKelsey
Title: Manager - Procurement, Purchasing & General Services
Date: 6/12/2014 2:38:36 PM
Name: MarkiewiczJoanne
Title: Director - Purchasing /General Services, Purchasing & General Services
Date: 6/13/2014 7:04:12 AM
Name: NorthrupAdam
Title: Procurement Specialist, Purchasing & General Services
Date: 6/13/2014 8:29:55 AM
Name: PutaansuuGary
Title: Project Manager, Principal, Transportation Engineering & Construction Management
Date: 6/16/2014 1:42:36 PM
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Name: PutaansuuGary
Title: Project Manager, Principal, Transportation Engineering & Construction Management
Date: 6/17/2014 10:03:56 AM
Name: TaylorLisa
Title: Management/Budget Analyst, Transportation Administration
Date: 6/17/2014 1:18:59 PM
Name: JohnsonScott
Title: Manager - Procurement, Purchasing & General Services
Date: 6/17/2014 2:59:18 PM
Name: ShueGene
Title: Director - Operations Support, Transportation Administration
Date: 6/18/2014 11:44:18 AM
Name: ShueGene
Title: Director - Operations Support, Transportation Administration
Date: 6/19/2014 2:04:07 PM
Name: LynchDiane
Title: Supervisor - Operations, Road Maintenance
Date: 6/19/2014 4:01:59 PM
Name: TeachScott
Title: Deputy County Attorney, County Attorney
Date: 6/20/2014 2:47:01 PM
Name: MarcellaJeanne
Title: Executive Secretary, Transportation Planning
Date: 6/23/2014 10:23:37 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 6/26/2014 3:49:07 PM
Name: UsherSusan
Title: Management/Budget Analyst, Senior, Office of Management & Budget
Date: 6/27/2014 12:14:54 PM
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 7/1/2014 10:49:41 AM
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Contract # 14 -6190 "Golden Gate City Stormwater Drainage Improvement Project
Engineering Design"
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 2014
by and between the Board of County Commissioners for Collier County, Florida, a political
subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and
Agnoli, Barber & Brundage, Inc., authorized to do business in the State of Florida, whose
business address is 7400 Tamiami Trail North, Naples, FL 34108 (hereinafter referred to as the
"CONSULTANT")
WITNESSETH:
WHEREAS, the OWNER desires to obtain the professional Engineering Consulting
services of the CONSULTANT concerning Golden Gate City Stormwater Drainage
Improvement Project for the Northwest Quadrant (hereinafter referred to as the "Project "),
said services being more fully described in Schedule A, "Scope of Services ", which is attached
hereto and incorporated herein;
and
WHEREAS, the CONSULTANT has submitted a proposal for provision of those services;
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:
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ARTICLE ONE
CONSULTANTS RESPONSIBILITY
1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting services
for the Northwest Quadrant in all phases of the Project to which this Agreement applies.
1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the
Scope of Services described in detail in Schedule A. The total compensation to be paid
CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B,
"Basis of Compensation ", which is attached hereto and incorporated herein.
1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this
Agreement all such licenses as are required to do business in the State of Florida and in Collier
County, Florida, including, but not limited to, all licenses required by the respective state boards
and other governmental agencies responsible for regulating and licensing the professional
services to be provided and performed by the CONSULTANT pursuant to this Agreement.
1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization
or other form of legal entitlement to practice such services, it shall employ and /or retain only
qualified personnel to provide such services to OWNER.
1.5. CONSULTANT designates Daniel W. Brundage, P.E., President, 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
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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.
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 the Local Government Prompt Payment Act
(218.735 and 218.76 F.S.), as amended, the Florida Public Records Law Chapter 119 (including
specifically those contractual requirements at F.S. § 119.0701(2)(a) -(d) and (3)), ordinances,
codes, rules, regulations and requirements of any governmental agencies, and the Florida
Building Code where applicable, which regulate or have jurisdiction over the Project or the
services to be provided and performed by CONSULTANT hereunder. In the event of any
conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and
utilize its best professional judgment to advise OWNER regarding resolution of each such
conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its
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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 Digital Exchange File (DXF) format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the
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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 to this Agreement,
CONSULTANT shall furnish or obtain from others Additional Services. The agreed upon scope,
compensation and schedule for Additional Services shall be set forth in the 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
Purchasing 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
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
performance under this Agreement. The following services, if not otherwise specified in
Schedule A as part of Basic Services, shall be Additional Services:
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2.2. 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.
2.3 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 services to be provided and performed by the CONSULTANT
hereunder;
(b) The time the CONSULTANT is obligated to commence and complete all such
services; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT.
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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 The period of service shall be from the date of Board approval of this Agreement through
fifteen (15) years from that date, or until such time as all outstanding Purchase Orders issued
prior to the expiration of the Agreement period have been completed.
4.2 Services to be rendered by CONSULTANT shall be commenced subsequent to the
execution of this Agreement upon issuance of a Purchase Order from OWNER for all or any
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designated portion of the Project and shall be performed and completed in accordance with the
Schedule defined in each Purchase Order. Time is of the essence with respect to the
performance of this Agreement and any Purchase Order issued hereunder.
4.3 Should CONSULTANT be obstructed or delayed in the prosecution or completion of its
services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts
of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after
commencement of such delay, stating the specific cause or causes thereof, or be deemed to
have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.4. 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.
4.5 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.
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4.6 In no event shall any approval by OWNER authorizing CONSULTANT to continue
performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or
any other damages hereunder.
ARTICLE FIVE
COMPENSATION
51. 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.
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, Auto CADD 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.
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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
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 indemnify and
hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses
and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of
CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this
Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce
any other rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
ARTICLE NINE
INSURANCE
9.1. CONSULTANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to
this Agreement.
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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 coverage of CONSULTANT shall be primary to any insurance or self -
insurance program carried by OWNER applicable to this Project, and the "Other
Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any
insurance or self- insurance program carried by OWNER applicable to this Project.
9.3.4. The Certificates of Insurance must read: For any and all work performed on
behalf of Collier County, or reference this contract number.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other
for damages covered by insurance to the extent insurance proceeds are paid and received by
OWNER, except such rights as they may have to the proceeds of such insurance held by any of
them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies
required hereunder must meet the following minimum requirements:
9.5.1. The insurance company must be duly licensed and authorized by the Department
of Insurance of the State of Florida to transact the appropriate insurance business in the
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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 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign
to the Project to perform the Services required hereunder. CONSULTANT also has identified
each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All
personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or
replaced without OWNER'S prior written consent. Additional subconsultants and subcontractors
may be added as needed for the project requirements in accordance with Schedule B.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the
subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this
Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities
which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each
subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER
under this Agreement with respect to the Services to be performed by the subconsultant or
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subcontractor so that the subconsutting 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, or any
Purchase Order issued under this Agreement 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 Purchase Orders, or (b) CONSULTANT'S failure to properly and
timely perform the services to be provided hereunder or as directed by OWNER, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
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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
CONSULTANTS 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, or any
Purchase Order issued hereunder, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery
against OWNER shall be limited to that portion of the fee earned through the date of
termination, together with any retainage withheld and any costs reasonably incurred by
CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be
entitled to any other or further recovery against OWNER, including, but not limited to,
anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate
all such costs to the greatest extent reasonably possible.
12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set forth
and described in this Agreement, including those described in Section 6, that are in
CONSULTANT'S possession or under its control.
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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.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
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13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this 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.
13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto
and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs
supporting the compensation for CONSULTANT'S services to be provided under this
Agreement are accurate, complete and current at the time of the Agreement. The
CONSULTANT agrees that the original Agreement price and any additions thereto shall be
adjusted to exclude any significant sums by which the OWNER determines the Agreement price
was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of this
Agreement.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
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ARTICLE SIXTEEN
NOTICES AND ADDRESS OF RECORD
16.1. All notices required or made pursuant to this Agreement to be given by the
CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by
United States Postal Service Department, first class mail service, postage prepaid, addressed to
the following OWNER'S address of record:
Board of County Commissioners
Collier County Florida
Purchasing Department
3327 Tamiami Trail East
Naples, FL 34112
Attention: Joanne Markiewicz, Director, Procurement Services
Telephone: 239- 252 -8407
Fax: 239 - 252 -6480
16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to
the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the
United States Postal Service Department, first class mail service, postage prepaid, addressed to
the following CONSULTANT'S address of record:
Agnoli, Barber & Brundage, Inc.
7400 Tamiami Trail North
Naples, FL 34108
Telephone: 239 -597 -3111
Fax: 239 - 566 -2203
Attn: Daniel Brundage, P.E., President
Email: brundage(a-abbinc.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
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17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER
and assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
17.2. No modification, waiver, suspension or termination of the Agreement or of any terms
thereof shall impair the rights or liabilities of either party.
17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4. Waivers by either party of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of
the terms of this Agreement.
17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes
the entire agreement between the parties hereto and shall supersede, replace and nullify any
and all prior agreements or understandings, written or oral, relating to the matter set forth
herein, and any such prior agreements or understanding shall have no force or effect whatever
on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties
shall survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
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17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
Schedule A
SCOPE OF SERVICES
Schedule B
BASIS OF COMPENSATION
Schedule C
PROJECT SCHEDULE
Schedule D
INSURANCE COVERAGE
Schedule E
TRUTH IN NEGOTIATION CERTIFICATE
Schedule F
KEY PERSONNEL, SUBCONSULTANTS AND
SUBCONTRACTORS
RFP # 14 -6190 Golden Gate City Stormwater Drainage Improvement Project
Engineering Design Terms and Conditions
17.10 In the event of
any conflict between or among the
terms of any of
the Contract
Documents, the terms
of the Request for Proposal and /or
the Contractor's
Proposal, the
Contract Documents shall take precedence.
ARTICLE EIGHTEEN
APPLICABLE LAW
18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of
Florida, and by such laws, rules and regulations of the United States as made applicable to
services funded by the United States government. Any suit or action brought by either party to
this Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts in Collier County, Florida, which courts have
sole and exclusive jurisdiction on all such matters.
ARTICLE NINETEEN
SECURING AGREEMENT /PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
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company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent
upon or resulting from the award or making of this Agreement. At the time this Agreement is
executed, CONSULTANT shall sign and deliver to OWNER the Truth -In- Negotiation Certificate
identified in Article 13 and attached hereto and made a part hereof as Schedule E.
CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage
rates and other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been
informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the
Florida Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a public
entity; may not submit a bid, proposal, or reply on a contract with a public
entity for the construction or repair of a public building or public work; may
not submit bids, proposals, or replies on leases of real property to a public
entity, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity; and
may not transact business with any public entity in excess of the threshold
amount provided in s. 287.017 for CATEGORY TWO for a period of 36
months following the date of being placed on the convicted vendor list."
ARTICLE TWENTY
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT
with full decision - making authority and by OWNER'S staff person who would make the
presentation of any settlement reached during negotiations to OWNER for approval. Failing
resolution, and prior to the commencement of depositions in any litigation between the parties
arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation
before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation
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shall be attended by representatives of CONSULTANT with full decision - making authority and
by OWNER'S staff person who would make the presentation of any settlement reached at
mediation to OWNER'S board for approval. Should either party fail to submit to mediation as
required hereunder, the other party may obtain a court order requiring mediation under section
44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party
relating to or arising out of this Agreement must be brought in the appropriate federal or state
courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the CONSULTANT is formally
acknowledging without exception or stipulation that it is fully responsible for complying with the
provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et
seq. and regulations 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for Engineering Consulting Services for Golden Gate City Stormwater
Drainage Improvement Project Engineering Design the day and year first written above.
ATTEST:
Dwight E. Brock, Clerk
Z
Date:
Approved as to Form and Legality:
CO
Assistant County Attorney
Name
Witness
Name and Title
Witness
Name and Title
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Bv:
Tom Henning, Chairman
Agnoli, Barber & Brundage, Inc.
Name and Title
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SCHEDULE A
SCOPE OF SERVICES
"Golden Gate City Stormwater Drainage Improvement Project"
Northwest Quadrant
The Consultant shall perform comprehensive engineering designs of the County -owned stormwater
system within the specified quadrant boundaries to establish the basis of design for system renovations.
Upon completion of the comprehensive engineering designs, the Consultant will perform selective
equivalent capacity analyses and construction- related support services upon the request of the County.
A selection of four (4) professional engineering firms has been made in order to conduct the referenced
professional services for four (4) specific quadrant boundaries (one firm for each quadrant), namely, the
following: 1) Northwest Golden Gate City; 2) Northeast Golden Gate City; 3) Southwest Golden Gate
City; and 4) Southeast Golden Gate City. Each selected firm has been assigned a quadrant according to
size and scope complexity. Initially this program will focus on the improvements design and then the
construction phases.
Detailed Scope of Work
The County has entered into contracts with firms to design and implement the Work Program for the four
(4) initial distinct quadrants. Each subsystem within the individual quadrant shall include three (3)
general phases of work (as described below), and the contracts will not be completed until the County
has accepted final construction completion on each geographical area (quadrant). The work will likely
include engineering design of the stormwater system and also may include surveying, lighting, sidewalks,
and roadway improvements. It is expected that the selected firms will work cooperatively with the other
firms to provide best value services to the Growth Management Division and will share "lessons learned"
for the benefit of the County's taxpayers.
NO MINIMUM OR MAXIMUM: The services required by this contract shall include but not be limited to
the items /services described in the Scope of Services. The County shall order items /services as
required but makes no guarantee as to the quantity, number, type or distribution of items /services that
will be ordered or required by this contract.
Phase 1: Stormwater Replacement System Design
The Consultant shall design the rehabilitation program, assist with bid process and recommend a
Construction Contractor to execute the program within the quadrant; and
• Prepare bid /quote documents for stormwater subsystem renovations; and
• Observe and provide oversight.
The following Phases are included as part of the scope of work.
Phase 1.1 -- Design Phase
a. On the basis of the accepted Master Plan layout, Consultant will prepare preliminary and final
drawings and specifications which provide the general scope, extent and character of the
work to be furnished and performed by the Contractor. Consultant will prepare and submit
drawings and specifications at the 60 and 100 percent complete stages for review and
approval. An engineer's opinion of probable construction cost will accompany each submittal.
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Technical specifications will be based on the Florida Department of Transportation
Construction Standards in MS Word format. In addition to technical specifications, the
selected Consultant will coordinate with County to develop necessary General Conditions,
Supplemental Conditions, and Special Provisions Specifications that will be developed
specifically for the proiect being constructed. Standard Collier County Specifications may be
used for reference but the selected Consultant shall not rely on them as a replacement for
sound engineering judgment and responsibility. Documents shall include drawings and
project specifications ready for bidding, consistent with Collier County standards, including the
following:
1) Cover sheet, index and key map
2) Civil Site Plan
3) Civil Details
b. Furnish copies of Contract Documents that include engineering drawings and specifications.
Present and review them in person with the County at the 60 percent completion stage in the
project and make appropriate changes.
Phase 1.2 -- Bidding and Award Phase (IF APPLICABLE)
With the exception of the following, bid /quote services will be performed by the Collier County
Purchasing Department. Consultant will assist the County with the following:
a. Assist in preparing addenda, as required, to interpret, clarify, or expand the Bidding
Documents.
b. Consult with and advise the County as to the acceptability of the contractor and
subcontractors, suppliers and other persons and organizations proposed by the Prime
Contractor for those portions of the work as to which such acceptability is required by the
Bidding Documents.
c. Consult with the County concerning and determine the acceptability of substitute material and
equipment proposed by the Contractor when substitution prior to the award of contracts is
allowed by the Bidding Documents.
d. Conduct a pre- bid /quote conference.
e. Attend the bid opening, review bids, qualifications.
f. Provide a recommendation of award.
Phase 2• Equivalent Capacity Analysis
Phase 2.1 -- Verification of Equivalent Capacity
In areas where existing easements do not provide adequate space between and adjacent to existing
homes, the County may elect to facilitate rehabilitation of the stormwater piping system using an on -call
contractor. This on -call contractor is able to clean, TV, and analyze the existing piping to determine its
condition and whether it should be lined or repaired. This contractor is required to provide calculations
that support the equivalent capacity of the piping. At that time, the County will require verification that the
pipe to be lined meets the equivalent capacity of the existing pipe. This verification and analysis will be
performed by the selected Consultant for that quadrant of the project.
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Phase 3 — Post Design Services
The Consultant shall be selectively involved in the construction process and shall interface with the
County Construction Inspector and Project Manager.
Phase 3.1 — Construction Observation and Documentation
The Consultant (or activity observer) will provide the services outlined below.
Phase 3.2 — Construction Progress Meetings
The Consultant will attend on as- needed basis at the discretion of the County.
Phase 3.3 — Substantial Completion Inspections
The Consultant will conduct substantial completion inspections when requested by the Construction
Contractor, and the Consultant recommends that the work is sufficiently complete to warrant a
substantial completion inspection. During the substantial completion inspection, the County's
Construction Inspector will prepare a punch list of items requiring completion or correction to the
satisfaction of the selected Consultant and the Project Manager. The County's Construction Inspector will
be responsible for maintaining the punch list and issuing updates to the punch list on a weekly basis. The
County's Construction Inspector will coordinate and participate in the final walk- through to ensure that
the punch list items are completed to the satisfaction of the selected Consultant and the Project
Manager.
Phase 3.4 — Final Completion Inspection
Upon the request of the Construction Contractor and concurrence of the Consultant and the Project
Manager, the County Construction Inspector will conduct final inspections of portions of the project as
they are finished to determine if construction has been completed in accordance with the Contract
Documents and the Construction Contractor has fulfilled all obligations therein. Based on the results of
the final inspection, the Consultant, Project Manager, and the County Construction Inspector will judge
the work complete or not complete. If the work is judged complete, the County Construction Inspector will
issue a "notice of final acceptance and recommendation for final payment ". If the work is judged not
complete, the County Construction Inspector will issue written instructions to the Construction Contractor
identifying the work judged not complete. Upon provision of evidence or assurance by the Construction
Contractor that the deficiencies noted above have been corrected or completed, a second final
inspection will be scheduled to verify that the outstanding issues have been resolved and the County
Construction Inspector can issue a "notice of final acceptance and recommendation for final payment ".
All services related to the Final Completion Inspection shall be provided to the Project Manager of the
Project.
Phase 3.5 — Final Construction Certification
Upon issuance of a "notice of final acceptance and recommendation for final payment" the County
Construction Inspector will request a signed and sealed certification by a licensed professional in
responsible charge of the work, stating that the "Project has been completed by the Construction
Contractor in accordance with the Plans and Specifications of the Contract Documents as amended by
the Engineer of Record." All services related to the Final Construction Certification shall be provided to
the Project Manager of the Project.
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Phase 3.6 — Construction and Project Oversight
3.6.1. General Management and Oversight — The Consultant will provide support services customarily
related to the construction of similar projects including, but not limited to:
a. Participate in a pre- construction meeting with the Project Manager, selected Consultant, and
the General Contractor.
b. Participate in other meetings as described or implied herein on an as- needed basis.
3.6.2. Coordination of Shop Drawings, Contract Interpretations and Clarifications — The County
Construction Inspector will coordinate with the selected Consultant regarding the issuance of
interpretations and clarifications of Contract Documents during construction. The selected Consultant
shall be responsible for technical review and decisions regarding interpretation and clarification of
Contract Documents. The County Construction Inspector shall coordinate the selected Consultant's
decisions and responses with the Construction Contractor.
3.6.3. As Constructed Field Drawings — The Construction Contractor shall maintain red pencil "mark -up"
notations and sketches on full size construction plans that reflect the actual details of constructed
facilities. These Constructed Field Drawings will be used by the County Construction Inspector to
validate the "As Built" documentation provided by the Construction Contractor. The selected Consultant
will review and approve the final "As- built" documents.
Phase 3.7 — Additional Services
3.7.1. Additional Services (only as authorized in writing) — In accordance with the contract and /or
Purchase Order, in the event that other services may arise during the course of the work, but were not
envisioned as part of the original or amended scope of work, the Consultant shall submit a proposal to
perform Additional Services prior to the performance of the work. The proposal shall include the specific
services to be performed, time to complete, compensation, and an explanation as to why the services
were not previously envisioned as part of the scope of work. The proposed Additional Services must be
approved by the Project Manager in writing in advance of performance of said Additional Services.
Failure to notify the Project Manager in writing of Additional Services shall be deemed a waiver of any
claim by the selected Consultant that such services were Additional Services. Written authorization from
the Project Manager will be required for any charges that exceed an existing Purchase Order amount,
and the Purchase Order shall be modified to reflect the increase prior to any Additional Services being
performed. Alternatively, a separate Purchase Order may be issued for the Additional Services.
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SCHEDULE B
BASIS OF COMPENSATION
TIME AND MATERIAL OR LUMP SUM
1.1 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with
the scope of services, which shall be described in a Purchase Order issued pursuant to the procedures
described herein. Reference n Purchase O derPMod Modifications Amendments lrto any particular r
Purchase
Services, includes all writte
Order.
1.1.1 All Services must be authorized in writing by OWNER in the form of a Purchase Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Purchase Order. Any Services provided by CONSULTANT without a
written Purchase Order shall be at CONSULTANT'S own risk and OWNER shall have no
liability for such Services.
1.1.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the
terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. The proposal
must include the proper citation of the Phase and associated Service(s) in accordance with
Schedule A Scope of Services. If the parties reach an agreement with respect to such
Services, including, but not limited to the scope, compensation and schedule for performance
of those Services, a Purchase Order shall be issued which incorporates the terms of the
understanding reached by the parties with respect to such Services.
1.1.3 Upon issuance of a Purchase Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Purchase Order.
1.1.4 it is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.1.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement
or any Purchase Order, or to obligate OWNER in any manner or way.
1.1.6 Purchase Order modifications: In the event that the need for changes to the Services under a
Purchase Order may arise during the course of the work, the associated tasks may be
modified at the request of the Project Manager or his designee. Written authorization from the
Project Manager will be required, and for any changes that exceed an existing Purchase
Order amount, the Purchase Order shall be modified to reflect the increase prior to any
related Services being performed. Alternatively, a separate Purchase Order may be issued for
the changes to the Services.
1.1.7 All duly executed Purchase Orders (including all written modifications or Changes thereto) are
hereby incorporated into and made a part of this Agreement by reference.
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2. COMPENSATION TO CONSULTANT:
2.1 For the Basic Services provided for in this Agreement, OWNER agrees to make payments to
CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses or as
a Lump Sum per Task.
2.2 Time and Material: Direct Labor Costs mean the actual salaries and wages (basic, premium and
incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect
payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth
in the Attachment I to this Schedule B.
2.3 With each monthly Application for Payment, CONSULTANT shall submit detailed time records,
and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct
Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER.
2.4 Lump Sum: As a condition precedent to payment, CONSULTANT shall submit to OWNER as part
of its monthly invoice a progress report reflecting the Purchase Order task status, in terms of the
total work effort estimated to be required for the completion of the Basic Services authorized
under the Purchase Order 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.
2.5 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay
CONSULTANT a negotiated total fee and Reimbursable Expenses or a Lump Sum 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.
2.6 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 each
Purchase Order issued under the provisions of this Agreement, and shall include the cost of all
materials, equipment, supplies and out -of- pocket expenses incurred in the performance of all
such services.
2.7 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:
3.1. CONSULTANT shall submit, with each of the monthly status reports and other documentation
provided for under Section 2.3 and 2.4 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 both Basic Services and Additional Services. Invoices shall be
reasonably substantiated, identify the services rendered and must be submitted 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.
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
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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.
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.
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 applicable Purchase Order by the percentage Owner has
determined CONSULTANT has completed such task as of that particular monthly billing.
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.
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.
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:
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.
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.
3.5.1.3. Permit Fees required by the Project.
3.5.1.4. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
3.5.1.5. Expense of models for the County's use.
3.4.1.6. Other items on request and approved in writing by the OWNER.
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SCHEDULE B
Attachment I
Contract #14 -6190 Golden Gate City
Stormwater Drainage Improvement Project
Engineering Design — Northwest Quadrant
Title S
Standard Hourly Rate
$ 2
206.00
Principal $
$ 1
172.00
Senior Project Manager $
$ 1
147.00
Project Manager $
$ 1
157.00
Senior Engineer $
$ 1
123.00
Engineer $
$ 9
96.00
Senior Inspector $
$ 7
76.00
Inspector $
$ 1
139.00
Senior Planner $
$ 1
110.00
Planner $
$ 1
114.00
Senior Designer $
$ 9
94.00
Designer
$ 1
109.00
Environmental Specialist $
$ 1
134.00
Senior Environmental Specialist $
$ 9
93.00
Scientist/Geologist $
$ 1
118.00
Senior Scientist/Geologist $
$ 1
110.00
Marine Bio log ist/Hydrogeologist $
Senior Marine Biologist/Hydrogeologist $
$ 1
138.00
Senior GIS Specialist $
$ 1
139.00
$ 1
102.00
GIS Specialist $
$ 6
62.00
Clerical /Administrative $
$ 8
85.00
Senior Technician $
$ 7
72.00
Technician $
$ 1
120.00
Surveyor and Mapper $
$ 8
81.00
CADD Technician $
$ 1
130.00
Survey Crew - 2 man $
$ 1
161.00
Survey Crew - 3 man $
$ 1
189.00
Survey Crew - 4 man $
$ 1
154.00
Senior Architect $
$ 1
121.00
Architect
This list is not intended to be all inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and the firm as needed for the Project.
END OF SCHEDULE B
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SCHEDULE C
PROJECT SCHEDULE
Each Purchase Order will have a time schedule ( "Schedule ") for the performance of the Services
required under the subject Purchase Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in
accordance with the Purchase Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Purchase Order. Purchase Orders will remain open until
Services are completed or unless otherwise terminated by the County Project Manager or his designee.
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SCHEDULE D
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the following
minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements
or their equivalents. If CONSULTANT has any self- insured retentions or deductibles under any
of the below listed minimum required coverages, CONSULTANT must identify on the Certificate
of Insurance the nature and amount of such self- insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or
deductibles will be CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of commencement
of the services until the date of completion and acceptance of the Project by the OWNER or as
specified in this Agreement, whichever is longer.
(4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the
OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT
evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages
and limits required hereunder. In addition, certified, true and exact copies of all insurance
polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such
certificates shall contain a provision that coverages afforded under the policies will not be
canceled or allowed to expire until at least thirty (30) days prior written notice has been given to
the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four (24)
hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in
coverages or limits received by CONSULTANT from its insurer, and nothing contained herein
shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in
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the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT
shall immediately take steps to have the aggregate limit reinstated to the full extent permitted
under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any insurance or
self insurance program carried by the OWNER applicable to this Project.
(6) The acceptance by OWNER of any Certificate of Insurance does not constitute
approval or agreement by the OWNER that the insurance requirements have been satisfied or
that the insurance policy shown on the Certificate of Insurance is in compliance with the
requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and maintain, until
the completion of the subconsultant's services, insurance of the types and to the limits specified
in this Section except to the extent such insurance requirements for the subconsultant are
expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages purchased. If
CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand,
OWNER has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall
be under no obligation to purchase such insurance, nor shall it be responsible for the coverages
purchased or the insurance company or companies used. The decision of the OWNER to
purchase such insurance coverages shall in no way be construed to be a waiver of any of its
rights under the Agreement.
(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
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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.
insurance shall not be less than:
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one, if applicable)
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
X_ $1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
The amounts of such
(2) The insurance company shall waive all claims rights against the OWNER and the
policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be maintained
where applicable to the completion of the work.
Applicable X_ Not Applicable
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(4) Maritime Coverage (Jones Act) shall be maintained where applicable to the
completion of the work.
Applicable X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X_ Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be
maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury,
Property Damage, . Personal Injury, Contractual Liability for this Agreement, Independent
Contractors, Broad Form Property Damage including Completed Operations and Products and
Completed Operations Coverage. Products and Completed Operations coverage shall be
maintained for a period of not less than five (5) years following the completion and acceptance
by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the
following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
X General Aggregate $2,000,000
Products /Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $1,000,000
Fire Damage $ 50,000
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(2) The General Aggregate Limit shall apply separately to this Project and the policy shall
be endorsed using the following endorsement wording. "This endorsement 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) The OWNER, Collier County Government, shall be named as an Additional Insured
and the policy shall be endorsed that such coverage shall be primary to any similar coverage
carried by the OWNER.
claims.
(4) Coverage shall be included for explosion, collapse or underground property damage
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Applicable X_ Not Applicable
(7) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Applicable X_ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? X_ Yes No
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(1) Automobile Liability insurance shall be maintained by the CONSULTANT for the
ownership, maintenance or use of any owned, non -owned or hired vehicle with limits of not less
than:
X Bodily Injury & Property Damage - $ 500,000
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 coverages required herein and shall include all
coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the exhaustion of
any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply
as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? _X Yes No
(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:
$ 500,000 each claim and in the aggregate
X $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
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$5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for this Project for a period of not
less than five (5) years following completion and acceptance of the Project by the OWNER.
(4) The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or OWNER, and the date will not be moved forward during the
term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit
Certificates of Insurance providing for an unqualified written notice to OWNER of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty -
four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material
change in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20 %) reduction in the aggregate limit of any policy, CONSULTANT shall
immediately take steps to have the aggregate limit reinstated to the full extent permitted under
such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any
endorsements issued or to be issued on the policy if requested by OWNER.
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.
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PROJECT PROFESSIONAL LIABILITY
(1) if OWNER notifies CONSULTANT that a project professional liability policy will be
purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and
OWNER'S insurance representative, to pursue the maximum credit available from the
professional liability carrier for a reduction in the premium of CONSULTANT'S professional
liability policy. If no credit is available from CONSULTANT'S current professional policy
underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next
renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent
professional liability policies that renew during the term of the project policy). CONSULTANT
agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for
the provision of project- specific professional liability insurance policy in consideration for a
reduction in CONSULTANT'S self- insured retention and the risk of uninsured or underinsured
consultants.
(2) CONSULTANT agrees to provide the following information when requested by OWNER
or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
C. Current deductibles /self- insured retention.
d. Current underwriter.
e. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
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
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SCHEDULE E
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Agnoli, Barber & Brundage, Inc., hereby certifies that wages, rates and other factual
unit costs supporting the compensation for the services of the CONSULTANT to be provided
under the Professional Services Agreement, concerning 14 -6190 "Golden Gate City
Stormwater Drainage Improvement Project Engineering Design Northwest Quadrant" are
accurate, complete and current as of the time of contracting.
Agnoli, Barber & Brundage, Inc.
M
TITLE:
DATE:
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SCHEDULEF
KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS
Additional subconsultants and subcontractors may be added to Purchase Orders issued under
this Agreement as needed for the project requirements in accordance with Schedule B.
Title Personnel Category
Daniel W. Brundage
Ted Tryka, P.E.
Jim Carr, P.E.
Deborah Cull, P.E.
Matt Cull
Rick Pogany
Guy Adams, P.M.S.
George Hackney, P.M.S.
Sean Hanes
Subconsultant:
Celia, Molnar & Associates
Principal
Senior Engineer
Principal
Engineer
Designer
Senior Designer
Project Manager
Project Manager
Senior Inspector
Public Relations
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Contract # 14 -6190 "Golden Gate City Stormwater Drainage Improvement Project
Engineering Design"
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 2014
by and between the Board of County Commissioners for Collier County, Florida, a political
subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and
CH21Y! Hill Engineers, Inc., authorized to do business in the State of Florida, whose business
address is 5801 Pelican Bay Blvd., Suite 505, Naples, Florida 34108 (hereinafter referred to as
the "CONSULTANT ").
WITNESSETH:
WHEREAS, the OWNER desires to obtain the professional Engineering Consulting
services of the CONSULTANT concerning Golden Gate City Stormwater Drainage
Improvement Project for the Southwest Quadrant (hereinafter referred to as the "Project "),
said services being more fully described in Schedule A, "Scope of Services ", which is attached
hereto and incorporated herein;
and
WHEREAS, the CONSULTANT has submitted a proposal for provision of those services;
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:
an
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ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting services
for the Southwest Quadrant in all phases of the Project to which this Agreement applies.
1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the
Scope of Services described in detail in Schedule A. The total compensation to be paid
CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B,
"Basis of Compensation ", which is attached hereto and incorporated herein.
1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this
Agreement all such licenses as are required to do business in the State of Florida and in Collier
County, Florida, including, but not limited to, all licenses required by the respective state boards
and other governmental agencies responsible for regulating and licensing the professional
services to be provided and performed by the CONSULTANT pursuant to this Agreement.
1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization
or other form of legal entitlement to practice such services, it shall employ and /or retain only
qualified personnel to provide such services to OWNER.
1.5. CONSULTANT designates Bill Gramer, P.E., a qualified licensed professional to serve
as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project
Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the
services to be provided and performed under this Agreement. Further, the Project Coordinator
has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating
to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote
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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.
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 the Local Government Prompt Payment Act
(218.735 and 218.76 F.S.), as amended, the Florida Public Records Law Chapter 119 (including
specifically those contractual requirements at F.S. § 119.0701(2)(a) -(d) and (3)), ordinances,
codes, rules, regulations and requirements of any governmental agencies, and the Florida
Building Code where applicable, which regulate or have jurisdiction over the Project or the
services to be provided and performed by CONSULTANT hereunder. In the event of any
conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and
utilize its best professional judgment to advise OWNER regarding resolution of each such
conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its
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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
written notice of any such subpoenas.
CONSULTANT shall provide OWNER prompt
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area
must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the
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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 to this Agreement,
CONSULTANT shall furnish or obtain from others Additional Services. The agreed upon scope,
compensation and schedule for Additional Services shall be set forth in the 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
Purchasing 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
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
performance under this Agreement. The following services, if not otherwise specified in
Schedule A as part of Basic Services, shall be Additional Services:
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2.2. 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.
2.3 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 services to be provided and performed by the CONSULTANT
hereunder;
(b) The time the CONSULTANT is obligated to commence and complete all such
services; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT.
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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 The period of service shall be from the date of Board approval of this Agreement through
fifteen (15) years from that date, or until such time as all outstanding Purchase Orders issued
prior to the expiration of the Agreement period have been completed.
4.2 Services to be rendered by CONSULTANT shall be commenced subsequent to the
execution of this Agreement upon issuance of a Purchase Order from OWNER for all or any
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designated portion of the Project and shall be performed and completed in accordance with the
Schedule defined in each Purchase Order. Time is of the essence with respect to the
performance of this Agreement and any Purchase Order issued hereunder.
4.3 Should CONSULTANT be obstructed or delayed in the prosecution or completion of its
services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts
of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after
commencement of such delay, stating the specific cause or causes thereof, or be deemed to
have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.4. 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.
4.5 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.
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4.6 In no event shall any approval by OWNER authorizing CONSULTANT to continue
performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or
any other damages hereunder.
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.
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, Auto CADD 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.
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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
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 indemnify and
hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses
and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of
CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this
Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce
any other rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
ARTICLE NINE
INSURANCE
9.1. CONSULTANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to
this Agreement.
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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 coverage of CONSULTANT shall be primary to any insurance or self -
insurance program carried by OWNER applicable to this Project, and the "Other
Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any
insurance or self- insurance program carried by OWNER applicable to this Project.
9.3.4. The Certificates of Insurance must read: For any and all work performed on
behalf of Collier County, or reference this contract number.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other
for damages covered by insurance to the extent insurance proceeds are paid and received by
OWNER, except such rights as they may have to the proceeds of such insurance held by any of
them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies
required hereunder must meet the following minimum requirements:
9.5.1. The insurance company must be duly licensed and authorized by the Department
of Insurance of the State of Florida to transact the appropriate insurance business in the
State of Florida.
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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 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign
to the Project to perform the Services required hereunder. CONSULTANT also has identified
each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All
personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or
replaced without OWNER'S prior written consent. Additional subconsultants and subcontractors
may be added as needed for the project requirements in accordance with Schedule B.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the
subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this
Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities
which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each
subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER
under this Agreement with respect to the Services to be performed by the subconsultant or
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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, or any
Purchase Order issued under this Agreement 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 Purchase Orders, or (b) CONSULTANT'S failure to properly and
timely perform the services to be provided hereunder or as directed by OWNER, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
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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
CONSULTANTS 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, or any
Purchase Order issued hereunder, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery
against OWNER shall be limited to that portion of the fee earned through the date of
termination, together with any retainage withheld and any costs reasonably incurred by
CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be
entitled to any other or further recovery against OWNER, including, but not limited to,
anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate
all such costs to the greatest extent reasonably possible.
12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set forth
and described in this Agreement, including those described in Section 6, that are in
CONSULTANT'S possession or under its control.
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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.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
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13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this 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.
13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto
and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs
supporting the compensation for CONSULTANT'S services to be provided under this
Agreement are accurate, complete and current at the time of the Agreement. The
CONSULTANT agrees that the original Agreement price and any additions thereto shall be
adjusted to exclude any significant sums by which the OWNER determines the Agreement price
was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of this
Agreement.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
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ARTICLE SIXTEEN
NOTICES AND ADDRESS OF RECORD
16.1. All notices required or made pursuant to this Agreement to be given by the
CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by
United States Postal Service Department, first class mail service, postage prepaid, addressed to
the following OWNER'S address of record:
Board of County Commissioners
Collier County Florida
Purchasing Department
3327 Tamiami Trail East
Naples, FL 34112
Attention: Joanne Markiewicz, Director, Procurement Services
Telephone: 239 - 252 -8407
Fax: 239 - 252 -6480
16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to
the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the
United States Postal Service Department, first class mail service, postage prepaid, addressed to
the following CONSULTANT'S address of record:
CH2M Hill Engineers, Inc.
5801 Pelican Bay, Suite 505
Naples, Florida 34108
Telephone: 239 - 596 -1715
Fax: 239 -596 -2579
Attn: Bill Gramer P.E.
Email: bgramer(a-ch2m.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER
and assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
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17.2. No modification, waiver, suspension or termination of the Agreement or of any terms
thereof shall impair the rights or liabilities of either party.
17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4. Waivers by either party of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of
the terms of this Agreement.
17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes
the entire agreement between the parties hereto and shall supersede, replace and nullify any
and all prior agreements or understandings, written or oral, relating to the matter set forth
herein, and any such prior agreements or understanding shall have no force or effect whatever
on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties
shall survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
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Schedule A
SCOPE OF SERVICES
Schedule B
BASIS OF COMPENSATION
Schedule C
PROJECT SCHEDULE
Schedule D
INSURANCE COVERAGE
Schedule E
TRUTH IN NEGOTIATION CERTIFICATE
Schedule F
KEY PERSONNEL, SUBCONSULTANTS AND
SUBCONTRACTORS
RFP # 14 -6190 Golden Gate City Stormwater Drainage Improvement Project
Engineering Design Terms and Conditions
17.10 In the event of any conflict between or among the terms of any of the Contract
Documents, the terms of the Request for Proposal and /or the Contractor's Proposal, the
Contract Documents shall take precedence.
ARTICLE EIGHTEEN
APPLICABLE LAW
18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of
Florida, and by such laws, rules and regulations of the United States as made applicable to
services funded by the United States government. Any suit or action brought by either party to
this Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts in Collier County, Florida, which courts have
sole and exclusive jurisdiction on all such matters.
ARTICLE NINETEEN
SECURING AGREEMENT /PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent
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upon or resulting from the award or making of this Agreement. At the time this Agreement is
executed, CONSULTANT shall sign and deliver to OWNER the Truth -In- Negotiation Certificate
identified in Article 13 and attached hereto and made a part hereof as Schedule E.
CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage
rates and other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been
informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the
Florida Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a public
entity; may not submit a bid, proposal, or reply on a contract with a public
entity for the construction or repair of a public building or public work; may
not submit bids, proposals, or replies on leases of real property to a public
entity, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity; and
may not transact business with any public entity in excess of the threshold
amount provided in s. 287.017 for CATEGORY TWO for a period of 36
months following the date of being placed on the convicted vendor list."
ARTICLE TWENTY
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT
with full decision - making authority and by OWNER'S staff person who would make the
presentation of any settlement reached during negotiations to OWNER for approval. Failing
resolution, and prior to the commencement of depositions in any litigation between the parties
arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation
before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of CONSULTANT with full decision - making authority and
by OWNER'S staff person who would make the presentation of any settlement reached at
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mediation to OWNER'S board for approval. Should either party fail to submit to mediation as
required hereunder, the other party may obtain a court order requiring mediation under section
44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party
relating to or arising out of this Agreement must be brought in the appropriate federal or state
courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the CONSULTANT is formally
acknowledging without exception or stipulation that it is fully responsible for complying with the
provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et
seq. and regulations 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for Engineering Consulting Services for Golden Gate City Stormwater
Drainage Improvement Project Engineering Design the day and year first written above.
ATTEST:
Dwight E. Brock, Clerk
By:
Date:
Approved as to Form and Legality:
S�
Assistant County Attorney
Name
Witness
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Bv:
Tom Henning, Chairman
CH2M Hill Engineers, Inc.
By:
Name and Title Name and Title
Witness
Name and Title
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SCHEDULE A
SCOPE OF SERVICES
"Golden Gate City Stormwater Drainage Improvement Project"
Southwest Quadrant
The Consultant shall perform comprehensive engineering designs of the County -owned stormwater
system within the specified quadrant boundaries to establish the basis of design for system renovations.
Upon completion of the comprehensive engineering designs, the Consultant will perform selective
equivalent capacity analyses and construction - related support services upon the request of the County.
A selection of four (4) professional engineering firms has been made in order to conduct the referenced
professional services for four (4) specific quadrant boundaries (one firm for each quadrant), namely, the
following: 1) Northwest Golden Gate City; 2) Northeast Golden Gate City; 3) Southwest Golden Gate
City; and 4) Southeast Golden Gate City. Each selected firm has been assigned a quadrant according to
size and scope complexity. Initially this program will focus on the improvements design and then the
construction phases.
Detailed Scope of Work
The County has entered into contracts with firms to design and implement the Work Program for the four
(4) initial distinct quadrants. Each subsystem within the individual quadrant shall include three (3)
general phases of work (as described below), and the contracts will not be completed until the County
has accepted final construction completion on each geographical area (quadrant). The work will likely
include engineering design of the stormwater system and also may include surveying, lighting, sidewalks,
and roadway improvements. It is expected that the selected firms will work cooperatively with the other
firms to provide best value services to the Growth Management Division and will share "lessons learned"
for the benefit of the County's taxpayers.
NO MINIMUM OR MAXIMUM: The services required by this contract shall include but not be limited to
the items /services described in the Scope of Services. The County shall order items /services as
required but makes no guarantee as to the quantity, number, type or distribution of items /services that
will be ordered or required by this contract.
Phase 1: Stormwater Replacement System Design
The Consultant shall design the rehabilitation program, assist with bid process and recommend a
Construction Contractor to execute the program within the quadrant; and
• Prepare bid /quote documents for stormwater subsystem renovations; and
• Observe and provide oversight.
The following Phases are included as part of the scope of work.
Phase 1.1 -- Design Phase
a. On the basis of the accepted Master Plan layout, Consultant will prepare preliminary and final
drawings and specifications which provide the general scope, extent and character of the
work to be furnished and performed by the Contractor. Consultant will prepare and submit
drawings and specifications at the 60 and 100 percent complete stages for review and
approval. An engineer's opinion of probable construction cost will accompany each submittal.
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Technical specifications will be based on the Florida Department of Transportation
Construction Standards in MS Word format. In addition to technical specifications, the
selected Consultant will coordinate with County to develop necessary General Conditions,
Supplemental Conditions, and Special Provisions Specifications that will be developed
specifically for the project being constructed. Standard Collier County Specifications may be
used for reference but the selected Consultant shall not rely on them as a replacement for
sound engineering judgment and responsibility. Documents shall include drawings and
project specifications ready for bidding, consistent with Collier County standards, including the
following:
1) Cover sheet, index and key map
2) Civil Site Plan
3) Civil Details
b. Furnish copies of Contract Documents that include engineering drawings and specifications.
Present and review them in person with the County at the 60 percent completion stage in the
project and make appropriate changes.
Phase 1.2 -- Bidding and Award Phase (IF APPLICABLE)
With the exception of the following, bid /quote services will be performed by the Collier County
Purchasing Department. Consultant will assist the County with the following:
a. Assist in preparing addenda, as required, to interpret, clarify, or expand the Bidding
Documents.
b. Consult with and advise the County as to the acceptability of the contractor and
subcontractors, suppliers and other persons and organizations proposed by the Prime
Contractor for those portions of the work as to which such acceptability is required by the
Bidding Documents.
c. Consult with the County concerning and determind the acceptability of substitute material and
equipment proposed by the Contractor when substitution prior to the award of contracts is
allowed by the Bidding Documents.
d. Conduct a pre- bid /quote conference.
e. Attend the bid opening, review bids, qualifications.
f. Provide a recommendation of award.
Phase 2• Equivalent Capacity Analysis
Phase 2.1 -- Verification of Equivalent Capacity
In areas where existing easements do not provide adequate space between and adjacent to existing
homes, the County may elect to facilitate rehabilitation of the stormwater piping system using an on -call
contractor. This on -call contractor is able to clean, TV, and analyze the existing piping to determine its
condition and whether it should be lined or repaired. This contractor is required to provide calculations
that support the equivalent capacity of the piping. At that time, the County will require verification that the
pipe to be lined meets the equivalent capacity of the existing pipe. This verification and analysis will be
performed by the selected Consultant for that quadrant of the project.
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Phase 3 — Post Design Services
The Consultant shall be selectively involved in the construction process and shall interface with the
County Construction Inspector and Project Manager.
Phase 3.1 — Construction Observation and Documentation
The Consultant (or activity observer) will provide the services outlined below.
Phase 3.2 — Construction Progress Meetings
The Consultant will attend on as- needed basis at the discretion of the County.
Phase 3.3 — Substantial Completion Inspections
The Consultant will conduct substantial completion inspections when requested by the Construction
Contractor, and the Consultant recommends that the work is sufficiently complete to warrant a
substantial completion inspection. During the substantial completion inspection, the County's
Construction Inspector will prepare a punch list of items requiring completion or correction to the
satisfaction of the selected Consultant and the Project Manager. The County's Construction Inspector will
be responsible for maintaining the punch list and issuing updates to the punch list on a weekly basis. The
County's Construction Inspector will coordinate and participate in the final walk- through to ensure that
the punch list items are completed to the satisfaction of the selected Consultant and the Project
Manager.
Phase 3.4 — Final Completion Inspection
Upon the request of the Construction Contractor and concurrence of the Consultant and the Project
Manager, the County Construction Inspector will conduct final inspections of portions of the project as
they are finished to determine if construction has been completed in accordance with the Contract
Documents and the Construction Contractor has fulfilled all obligations therein. Based on the results of
the final inspection, the Consultant, Project Manager, and the County Construction Inspector will judge
the work complete or not complete. If the work is judged complete, the County Construction Inspector will
issue a "notice of final acceptance and recommendation for final payment". If the work is judged not
complete, the County Construction Inspector will issue written instructions to the Construction Contractor
identifying the work judged not complete. Upon provision of evidence or assurance by the Construction
Contractor that the deficiencies noted above have been corrected or completed, a second final
inspection will be scheduled to verify that the outstanding issues have been resolved and the County
Construction Inspector can issue a "notice of final acceptance and recommendation for final payment ".
All services related to the Final Completion Inspection shall be provided to the Project Manager of the
Project.
Phase 3.5 — Final Construction Certification
Upon issuance of a "notice of final acceptance and recommendation for final payment" the County
Construction Inspector will request a signed and sealed certification by a licensed professional in
responsible charge of the work, stating that the "Project has been completed by the Construction
Contractor in accordance with the Plans and Specifications of the Contract Documents as amended by
the Engineer of Record." All services related to the Final Construction Certification shall be provided to
the Project Manager of the Project.
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Phase 3.6 — Construction and Project Oversight
3.6.1. General Management and Oversight — The Consultant will provide support services customarily
related to the construction of similar projects including, but not limited to:
a. Participate in a pre - construction meeting with the Project Manager, selected Consultant, and
the General Contractor.
b. Participate in other meetings as described or implied herein on an as- needed basis.
3.6.2. Coordination of Shop Drawings, Contract Interpretations and Clarifications — The County
Construction Inspector will coordinate with the selected Consultant regarding the issuance of
interpretations and clarifications of Contract Documents during construction. The selected Consultant
shall be responsible for technical review and decisions regarding interpretation and clarification of
Contract Documents. The County Construction Inspector shall coordinate the selected Consultant's
decisions and responses with the Construction Contractor.
3.6.3. As Constructed Field Drawings — The Construction Contractor shall maintain red pencil "mark -up"
notations and sketches on full size construction plans that reflect the actual details of constructed
facilities. These Constructed Field Drawings will be used by the County Construction Inspector to
validate the "As Built" documentation provided by the Construction Contractor. The selected Consultant
will review and approve the final "As- built" documents.
Phase 3.7 — Additional Services
3.7.1. Additional Services (only as authorized in writing) — In accordance with the contract and /or
Purchase Order, in the event that other services may arise during the course of the work, but were not
envisioned as part of the original or amended scope of work, the Consultant shall submit a proposal to
perform Additional Services prior to the performance of the work. The proposal shall include the specific
services to be performed, time to complete, compensation, and an explanation as to why the services
were not previously envisioned as part of the scope of work. The proposed Additional Services must be
approved by the Project Manager in writing in advance of performance of said Additional Services.
Failure to notify the Project Manager in writing of Additional Services shall be deemed a waiver of any
claim by the selected Consultant that such services were Additional Services. Written authorization from
the Project Manager will be required for any charges that exceed an existing Purchase Order amount,
and the Purchase Order shall be modified to reflect the increase prior to any Additional Services being
performed. Alternatively, a separate Purchase Order may be issued for the Additional Services.
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SCHEDULE B
BASIS OF COMPENSATION
TIME AND MATERIAL OR LUMP SUM
1.1 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with
the scope of services, which shall be described in a Purchase Order issued pursuant to the procedures
described herein. Reference to the term "Purchase Order" herein, with respect to authorization of
Services, includes all written Purchase Order Modifications or Amendments to any particular Purchase
Order.
1.1.1 All Services must be authorized in writing by OWNER in the form of a Purchase Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Purchase Order. Any Services provided by CONSULTANT without a
written Purchase Order shall be at CONSULTANT'S own risk and OWNER shall have no
liability for such Services.
1.1.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the
terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. The proposal
must include the proper citation of the Phase and associated Service(s) in accordance with
Schedule A Scope of Services. If the parties reach an agreement with respect to such
Services, including, but not limited to the scope, compensation and schedule for performance
of those Services, a Purchase Order shall be issued which incorporates the terms of the
understanding reached by the parties with respect to such Services.
1.1.3 Upon issuance of a Purchase Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Purchase Order.
1.1.4 It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.1.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement
or any Purchase Order, or to obligate OWNER in any manner or way.
1.1.6 Purchase Order modifications: In the event that the need for changes to the Services under a
Purchase Order may arise during the course of the work, the associated tasks may be
modified at the request of the Project Manager or his designee. Written authorization from the
Project Manager will be required, and for any changes that exceed an existing Purchase
Order amount, the Purchase Order shall be modified to reflect the increase prior to any
related Services being performed. Alternatively, a separate Purchase Order may be issued for
the changes to the Services.
1.1.7 All duly executed Purchase Orders (including all written modifications or Changes thereto) are
hereby incorporated into and made a part of this Agreement by reference.
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2. COMPENSATION TO CONSULTANT:
2.1 For the Basic Services provided for in this Agreement, OWNER agrees to make payments to
CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses or as
a Lump Sum per Task.
2.2 Time and Material: Direct Labor Costs mean the actual salaries and wages (basic, premium and
incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect
payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth
in the Attachment I to this Schedule B.
2.3 With each monthly Application for Payment, CONSULTANT shall submit detailed time records,
and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct
Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER.
2.4 Lump Sum: As a condition precedent to payment, CONSULTANT shall submit to OWNER as part
of its monthly invoice a progress report reflecting the Purchase Order task status, in terms of the
total work effort estimated to be required for the completion of the Basic Services authorized
under the Purchase Order 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.
2.5 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay
CONSULTANT a negotiated total fee and Reimbursable Expenses or a Lump Sum 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.
2.6 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 each
Purchase Order issued under the provisions of this Agreement, and shall include the cost of all
materials, equipment, supplies and out -of- pocket expenses incurred in the performance of all
such services.
2.7 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:
3.1. CONSULTANT shall submit, with each of the monthly status reports and other documentation
provided for under Section 2.3 and 2.4 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 both Basic Services and Additional Services. Invoices shall be
reasonably substantiated, identify the services rendered and must be submitted 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.
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
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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.
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.
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 applicable Purchase Order by the percentage Owner has
determined CONSULTANT has completed such task as of that particular monthly billing.
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.
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.
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:
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.
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.
3.5.1.3. Permit Fees required by the Project.
3.5.1.4. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
3.5.1.5. Expense of models for the County's use.
3.4.1.6. Other items on request and approved in writing by the OWNER.
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SCHEDULE B
Attachment I
Contract #14 -6:190 Golden Gate City
Stormwater Drainage Improvement Project
Engineering Design — Southwest Quadrant
Title
Standard Hourly Rate
Principal
$
206.00
Senior Project Manager
$
172.00
Project Manager
$
147.00
Senior Engineer
$
157.00
Engineer
$
123.00
Senior Inspector
$
96.00
Inspector
$
76.00
Senior Planner
$
139.00
Planner
$
110.00
Senior Designer
$
114.00
Designer
$
94.00
Environmental Specialist
$
109.00
Senior Environmental Specialist
$
134.00
Scientist /Geologist
$
93.00
Senior Scientist/Geologist
$
118.00
Marine Biologist/Hydrogeologist
$
110.00
Senior Marine Biologist/Hydrogeologist
$
138.00
Senior GIS Specialist
$
139.00
GIS Specialist
$
102.00
Clerical /Administrative
$
62.00
Senior Technician
$
85.00
Technician
$
72.00
Surveyor and Mapper
$
120.00
CADD Technician
$
81.00
Survey Crew - 2 man
$
130.00
Survey Crew - 3 man
$
161.00
Survey Crew - 4 man
$
189.00
Senior Architect
$
154.00
Architect
$
121.00
This list is not intended to be all inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and the firm as needed for the Project.
END OF SCHEDULE B
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SCHEDULE C
PROJECT SCHEDULE
Each Purchase Order will have a time schedule ( "Schedule ") for the performance of the Services
required under the subject Purchase Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in
accordance with the Purchase Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Purchase Order. Purchase Orders will remain open until
Services are completed or unless otherwise terminated by the County Project Manager or his designee.
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SCHEDULE D
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the following
minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements
or their equivalents. If CONSULTANT has any self- insured retentions or deductibles under any
of the below listed minimum required coverages, CONSULTANT must identify on the Certificate
of Insurance the nature and amount of such self- insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or
deductibles will be CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of commencement
of the services until the date of completion and acceptance of the Project by the OWNER or as
specified in this Agreement, whichever is longer.
(4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the
OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT
evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages
and limits required hereunder. In addition, certified, true and exact copies of all insurance
polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such
certificates shall contain a provision that coverages afforded under the policies will not be
canceled or allowed to expire until at least thirty (30) days prior written notice has been given to
the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four (24)
hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in
coverages or limits received by CONSULTANT from its insurer, and nothing contained herein
shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in
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the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT
shall immediately take steps to have the aggregate limit reinstated to the full extent permitted
under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any insurance or
self insurance program carried by the OWNER applicable to this Project.
(6) The acceptance by OWNER of any Certificate of Insurance does not constitute
approval or agreement by the OWNER that the insurance requirements have been satisfied or
that the insurance policy shown on the Certificate of Insurance is in compliance with the
requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and maintain, until
the completion of the subconsultant's services, insurance of the types and to the limits specified
in this Section except to the extent such insurance requirements for the subconsultant are
expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages purchased. If
CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand,
OWNER has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall
be under no obligation to purchase such insurance, nor shall it be responsible for the coverages
purchased or the insurance company or companies used. The decision of the OWNER to
purchase such insurance coverages shall in no way be construed to be a waiver of any of its
rights under the Agreement.
(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
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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)
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
_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.
(3) United States Longshoreman's and Harborworker's Act coverage shall be maintained
where applicable to the completion of the work.
Applicable X_ Not Applicable
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(4) Maritime Coverage (Jones Act) shall be maintained where applicable to the
completion of the work.
Applicable X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X_ Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be
maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury,
Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent
Contractors, Broad Form Property Damage including Completed Operations and Products and
Completed Operations Coverage. Products and Completed Operations coverage shall be
maintained for a period of not less than five (5) years following the completion and acceptance
by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the
following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
X General Aggregate $2,000,000
Products /Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $1,000,000
Fire Damage $ 50,000
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(2) The General Aggregate Limit shall apply separately to this Project and the policy shall
be endorsed using the following endorsement wording. "This endorsement 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) The OWNER, Collier County Government, shall be named as an Additional Insured
and the policy shall be endorsed that such coverage shall be primary to any similar coverage
carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground property damage
claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Applicable X_ Not Applicable
(7) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Applicable X_ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? _X_ Yes No
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(1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the
ownership, maintenance or use of any owned, non -owned or hired vehicle with limits of not less
than:
_X Bodily Injury & Property Damage - $ 500,000
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 coverages required herein and shall include all
coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the exhaustion of
any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply
as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? _X Yes No
(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:
$ 500,000 each claim and in the aggregate
_X_ $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
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$5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for this Project for a period of not
less than five (5) years following completion and acceptance of the Project by the OWNER.
(4) The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or OWNER, and the date will not be moved forward during the
term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit
Certificates of Insurance providing for an unqualified written notice to OWNER of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty -
four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material
change in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20 %) reduction in the aggregate limit of any policy, CONSULTANT shall
immediately take steps to have the aggregate limit reinstated to the full extent permitted under
such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any
endorsements issued or to be issued on the policy if requested by OWNER.
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.
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PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability policy will be
purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and
OWNER'S insurance representative, to pursue the maximum credit available from the
professional liability carrier for a reduction in the premium of CONSULTANT'S professional
liability policy. If no credit is available from CONSULTANT'S current professional policy
underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next
renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent
professional liability policies that renew during the term of the project policy). CONSULTANT
agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for
the provision of project - specific professional liability insurance policy in consideration for a
reduction in CONSULTANT'S self- insured retention and the risk of uninsured or underinsured
consultants.
(2) CONSULTANT agrees to provide the following information when requested by OWNER
or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
C. Current deductibles /self- insured retention.
d. Current underwriter.
e. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
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
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SCHEDULE E
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Johnson Engineering, Inc., hereby certifies that wages, rates and other factual unit
costs supporting the compensation for the services of the CONSULTANT to be provided under
the Professional Services Agreement, concerning 14 -6190 "Golden Gate City Stormwater
Drainage Improvement Project Engineering Design Southwest Quadrant" are accurate,
complete and current as of the time of contracting.
CH2M Hill Engineers, Inc.
IYA
TITLE:
DATE:
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SCHEDULE F
KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS
Additional subconsultants and subcontractors may be added to Purchase Orders issued under
this Agreement as needed for the project requirements in accordance with Schedule B.
Title Personnel Category
Bill Gramer, P.E.
Principal
William D. Beddow, P.E.
Principal
Randy Bushey, P.E.
Principal
Bryan McDonald, PG
Principal
Steve Hart, P.E.
Senior Project Manager
Mitch Griffin, PhD, P.E.
Principal
Katus Watson, P.E.
Principal
Chris Jubran, P.E.
Senior Engineer
Kennedy Simmonds, P.E.
Engineer
Amy Windom, P.E.
Senior Project Manager
Linda Batz, P.E.
Senior Engineer
Glen Daigger, PhD, P.E.
Principal
Doug Baughman
Principal
Tim Walsh, P.E.
Senior Project Manager
Kevin Heldorfer
Engineer
Dan Kushnar, El
Senior Designer
Ken Wooten, P.E.
Senior Project Manager
Adam Ahmad, P.E.
Engineer
James Barber, P.E.
Engineer
Mike Furdock, REC
Principal
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Joe Daniels Senior Engineer
Shannon Orlandini Designer
Marian Stuart Senior Designer
Donna Chandler Engineer
Subconsultants /Force Enaineerin
Richard Lundberg, PE
Principal
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Bhushan Godbole, P.E.
Senior Project Manager
Joe Elarde, P.E.
Senior Project Manager
Ron Wilson
Senior Engineer
Jay Sweet, PSM, AICP
Planner
Jim Rabideau
Principal
Pete Winkler, P.E.
Senior Engineer
Nickolas Easter
Engineer
DeeAngela Tjikueni, P.E.
Senior Engineer
Sherri McLeran
Senior Technician
Libby Evans
Technician
Elizabeth Smith
Clerical /Administrative
Joe Daniels Senior Engineer
Shannon Orlandini Designer
Marian Stuart Senior Designer
Donna Chandler Engineer
Subconsultants /Force Enaineerin
Richard Lundberg, PE
Principal
Matt Nolton, PE
Principal
Felix Anton E.I.
Senior Engineer
James Nilson, E.I.
Engineer
Robbie McGinnis E.I.
Engineer
Christopher Sargent, E.I.
Engineer
Anthony Sears
Senior Inspector
Linda McKenna
Clerical /Administrative
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Barry Conley
Clerical /Administrative
Ken Sellingh
Senior Technician
Bruce Joiner
Senior Technician
James Melton Technician
Ricardo Cruz Technician
Victor Valdivia Technician
F3
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Contract # 14 -6190 "Golden Gate City Stormwater Drainage Improvement Project
Engineering Design"
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 2014
by and between the Board of County Commissioners for Collier County, Florida, a political
subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and
Johnson Engineering, Inc., authorized to do business in the State of Florida, whose business
address is 2122 Johnson Street, Fort Myers, FL 33901 (hereinafter referred to as the
"CONSULTANT').
WITNESSETH:
WHEREAS, the OWNER desires to obtain the professional Engineering Consulting
services of the CONSULTANT concerning Golden Gate City Stormwater Drainage
Improvement Project for the Northeast Quadrant (hereinafter referred to as the "Project "),
said services being more fully described in Schedule A, "Scope of Services ", which is attached
hereto and incorporated herein:
WHEREAS, the CONSULTANT has submitted a proposal for provision of those services;
and
WHEREAS, the CONSULTANT represents that it has expertise in the type of
professional services that will be required for the Project.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
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ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting services
for the Northeast Quadrant in all phases of the Project to which this Agreement applies.
1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the
Scope of Services described in detail in Schedule A. The total compensation to be paid
CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B,
"Basis of Compensation ", which is attached hereto and incorporated herein.
1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this
Agreement all such licenses as are required to do business in the State of Florida and in Collier
County, Florida, including, but not limited to, all licenses required by the respective state boards
and other governmental agencies responsible for regulating and licensing the professional
services to be provided and performed by the CONSULTANT pursuant to this Agreement.
1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization
or other form of legal entitlement to practice such services, it shall employ and /or retain only
qualified personnel to provide such services to OWNER.
1.5. CONSULTANT designates Jared Brown, P.E., a qualified licensed professional to serve
as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project
Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the
services to be provided and performed under this Agreement. Further, the Project Coordinator
has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating
to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote
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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.
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 the Local Government Prompt Payment Act
(218.735 and 218.76 F.S.), as amended, the Florida Public Records Law Chapter 119 (including
specifically those contractual requirements at F.S. § 119.0701(2)(a) -(d) and (3)), ordinances,
codes, rules, regulations and requirements of any governmental agencies, and the Florida
Building Code where applicable, which regulate or have jurisdiction over the Project or the
services to be provided and performed by CONSULTANT hereunder. In the event of any
conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and
utilize its best professional judgment to advise OWNER regarding resolution of each such
conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its
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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 Digital Exchange File (DXF) format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the
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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 to this Agreement,
CONSULTANT shall furnish or obtain from others Additional Services. The agreed upon scope,
compensation and schedule for Additional Services shall be set forth in the 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
Purchasing 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
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
performance under this Agreement. The following services, if not otherwise specified in
Schedule A as part of Basic Services, shall be Additional Services:
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2.2. 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.
2.3 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 services to be provided and performed by the CONSULTANT
hereunder;
(b) The time the CONSULTANT is obligated to commence and complete all such
services; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT.
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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 The period of service shall be from the date of Board approval of this Agreement through
fifteen (15) years from that date, or until such time as all outstanding Purchase Orders issued
prior to the expiration of the Agreement period have been completed.
4.2 Services to be rendered by CONSULTANT shall be commenced subsequent to the
execution of this Agreement upon issuance of a Purchase Order from OWNER for all or any
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designated portion of the Project and shall be performed and completed in accordance with the
Schedule defined in each Purchase Order. Time is of the essence with respect to the
performance of this Agreement and any Purchase Order issued hereunder.
4.3 Should CONSULTANT be obstructed or delayed in the prosecution or completion of its
services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts
of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after
commencement of such delay, stating the specific cause or causes thereof, or be deemed to
have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.4. 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.
4.5 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.
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4.6 In no event shall any approval by OWNER authorizing CONSULTANT to continue
performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or
any other damages hereunder.
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.
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, Auto CADD 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.
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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
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 indemnify and
hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses
and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of
CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this
Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce
any other rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
ARTICLE NINE
INSURANCE
9.1. CONSULTANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to
this Agreement.
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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 coverage of CONSULTANT shall be primary to any insurance or self -
insurance program carried by OWNER applicable to this Project, and the "Other
Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any
insurance or self - insurance program carried by OWNER applicable to this Project.
9.3.4. The Certificates of Insurance must read: For any and all work performed on
behalf of Collier County, or reference this contract number.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other
for damages covered by insurance to the extent insurance proceeds are paid and received by
OWNER, except such rights as they may have to the proceeds of such insurance held by any of
them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies
required hereunder must meet the following minimum requirements:
9.5.1. The insurance company must be duly licensed and authorized by the Department
of Insurance of the State of Florida to transact the appropriate insurance business in the
State of Florida.
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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 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign
to the Project to perform the Services required hereunder. CONSULTANT also has identified
each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All
personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or
replaced without OWNER'S prior written consent. Additional subconsultants and subcontractors
may be added as needed for the project requirements in accordance with Schedule B.
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
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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, or any
Purchase Order issued under this Agreement 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 Purchase Orders, or (b) CONSULTANT'S failure to properly and
timely perform the services to be provided hereunder or as directed by OWNER, or (c) theme
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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, or any
Purchase Order issued hereunder, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery
against OWNER shall be
limited to that
portion
of the fee earned through
the date
of
termination, together with
any retainage
withheld
and any costs reasonably
incurred
by
CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be
entitled to any other or further recovery against OWNER, including, but not limited to,
anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate
all such costs to the greatest extent reasonably possible.
12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set forth
and described in this Agreement, including those described in Section 6, that are in
CONSULTANT'S possession or under its control.
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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.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
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13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this 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.
13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto
and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs
supporting the compensation for CONSULTANT'S services to be provided under this
Agreement are accurate, complete and current at the time of the Agreement. The
CONSULTANT agrees that the original Agreement price and any additions thereto shall be
adjusted to exclude any significant sums by which the OWNER determines the Agreement price
was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of this
Agreement.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
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ARTICLE SIXTEEN
NOTICES AND ADDRESS OF RECORD
16.1. All notices required or made pursuant to this Agreement to be given by the
CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by
United States Postal Service Department, first class mail service, postage prepaid, addressed to
the following OWNER'S address of record:
Board of County Commissioners
Collier County Florida
Purchasing Department
3327 Tamiami Trail East
Naples, FL 34112
Attention: Joanne Markiewicz, Director, Procurement Services
Telephone: 239 - 252 -8407
Fax: 239- 252 -6480
16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to
the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the
United States Postal Service Department, first class mail service, postage prepaid, addressed to
the following CONSULTANT'S address of record:
Johnson Engineering, Inc.
2122 Johnson Street
Fort Myers, Florida 33901
Telephone: 239 -434 -0333
Fax: 239 -434 -9320
Attn: Jared Brown, P.E.
Email: ibrown(cDjohnsoneng.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER
and assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
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17.2. No modification, waiver, suspension or termination of the Agreement or of any terms
thereof shall impair the rights or liabilities of either party.
17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4. Waivers by either party of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of
the terms of this Agreement.
17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes
the entire agreement between the parties hereto and shall supersede, replace and nullify any
and all prior agreements or understandings, written or oral, relating to the matter set forth
herein, and any such prior agreements or understanding shall have no force or effect whatever
on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties
shall survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
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Schedule A
SCOPE OF SERVICES
Schedule B
BASIS OF COMPENSATION
Schedule C
PROJECT SCHEDULE
Schedule D
INSURANCE COVERAGE
Schedule E
TRUTH IN NEGOTIATION CERTIFICATE
Schedule F
KEY PERSONNEL, SUBCONSULTANTS AND
SUBCONTRACTORS
RFP # 14 -6190 Golden Gate City Stormwater Drainage Improvement Project
Engineering Design Terms and Conditions
17.10 In the event of any conflict between or among the terms of any of the Contract
Documents, the terms of the Request for Proposal and/or the Contractor's Proposal, the
Contract Documents shall take precedence.
ARTICLE EIGHTEEN
APPLICABLE LAW
18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of
Florida, and by such laws, rules and regulations of the United States as made applicable to
services funded by the United States government. Any suit or action brought by either party to
this Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts in Collier County, Florida, which courts have
sole and exclusive jurisdiction on all such matters.
ARTICLE NINETEEN
SECURING AGREEMENT /PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent
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upon or resulting from the award or making of this Agreement. At the time this Agreement is
executed, CONSULTANT shall sign and deliver to OWNER the Truth -in- Negotiation Certificate
" identified in Article 13 and attached hereto and made a part hereof as Schedule E.
CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage
rates and other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been
informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the
Florida Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a public
entity; may not submit a bid, proposal, or reply on a contract with a public
entity for the construction or repair of a public building or public work; may
not submit bids, proposals, or replies on leases of real property to a public
entity, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity; and
may not transact business with any public entity in excess of the threshold
amount provided in s. 287.017 for CATEGORY TWO for a period of 36
months following the date of being placed on the convicted vendor list."
ARTICLE TWENTY
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT
with full decision- making authority and by OWNER'S staff person who would make the
presentation of any settlement reached during negotiations to OWNER for approval. Failing
resolution, and prior to the commencement of depositions in any litigation between the parties
arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation
before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of CONSULTANT with full decision- making authority and
by OWNER'S staff person who would make the presentation of any settlement reached at
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mediation to OWNER'S board for approval. Should either party fail to submit to mediation as
required hereunder, the other party may obtain a court order requiring mediation under section
44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party
relating to or arising out of this Agreement must be brought in the appropriate federal or state
courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the CONSULTANT is formally
acknowledging without exception or stipulation that it is fully responsible for complying with the
provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et
seg. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for Engineering Consulting Services for Golden Gate City Stormwater
Drainage Improvement Project Engineering Design the day and year first written above.
ATTEST:
Dwight E. Brock, Clerk
M
Date:
Approved as to Form and Legality:
Assistant County Attorney
Name
Witness
Name and Title
Witness
Name and Title
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Bv_
Tom Henning, Chairman
Johnson Engineering, Inc.
Name and Title
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SCHEDULE A
SCOPE OF SERVICES
"Golden Gate City Stormwater Drainage Improvement Project"
Northeast Quadrant
The Consultant shall perform comprehensive engineering designs of the County -owned stormwater
system within the specified quadrant boundaries to establish the basis of design for system renovations.
Upon completion of the comprehensive engineering designs, the Consultant will perform selective
equivalent capacity analyses and construction - related support services upon the request of the County.
A selection of four (4) professional engineering firms has been made in order to conduct the referenced
professional services for four (4) specific quadrant boundaries (one firm for each quadrant), namely, the
following: 1) Northwest Golden Gate City; 2) Northeast Golden Gate City; 3) Southwest Golden Gate
City; and 4) Southeast Golden Gate City. Each selected firm has been assigned a quadrant according to
size and scope complexity. Initially this program will focus on the improvements design and then the
construction phases.
Detailed Scope of Work
The County has entered into contracts with firms to design and implement the Work Program for the four
(4) initial distinct quadrants. Each subsystem within the individual quadrant shall include three (3)
general phases of work (as described below), and the contracts will not be completed until the County
has accepted final construction completion on each geographical area (quadrant). The work will likely
include engineering design of the stormwater system and also may include surveying, lighting, sidewalks,
and roadway improvements. It is expected that the selected firms will work cooperatively with the other
firms to provide best value services to the Growth Management Division and will share "lessons learned"
for the benefit of the County's taxpayers.
NO MINIMUM OR MAXIMUM: The services required by this contract shall include but not be limited to
the items /services described in the Scope of Services. The County shall order items /services as
required but makes no guarantee as to the quantity, number, type or distribution of items /services that
will be ordered or required by this contract.
Phase 1: Stormwater Replacement System Design
The Consultant shall design the rehabilitation program, assist with bid process and recommend a
Construction Contractor to execute the program within the quadrant; and
• Prepare bid /quote documents for stormwater subsystem renovations; and
• Observe and provide oversight.
The following Phases are included as part of the scope of work.
Phase 1.1 -- Design Phase
a. On the basis of the accepted Master Plan layout, Consultant will prepare preliminary and final
drawings and specifications which provide the general scope, extent and character of the
work to be furnished and performed by the Contractor. Consultant will prepare and submit
drawings and specifications at the 60 and 100 percent complete stages for review and
approval. An engineer's opinion of probable construction cost will accompany each submittal.
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Technical specifications will be based on the Florida Department of Transportation
Construction Standards in MS Word format. In addition to technical specifications, the
selected Consultant will coordinate with County to develop necessary General Conditions,
Supplemental Conditions, and Special Provisions Specifications that will be developed
specifically for the proiect being constructed. Standard Collier County Specifications may be
used for reference but the selected Consultant shall not rely on them as a replacement for
sound engineering judgment and responsibility. Documents shall include drawings and
project specifications ready for bidding, consistent with Collier County standards, including the
following:
1) Cover sheet, index and key map
2) Civil Site Plan
3) Civil Details
b. Furnish copies of Contract Documents that include engineering drawings and specifications.
Present and review them in person with the County at the 60 percent completion stage in the
project and make appropriate changes.
Phase 1.2 -- Bidding and Award Phase (IF APPLICABLE)
With the exception of the following, bid /quote services will be performed by the Collier County
Purchasing Department. Consultant will assist the County with the following:
a. Assist in preparing addenda, as required, to interpret, clarify, or expand the Bidding
Documents.
b. Consult with and advise the County as to the acceptability of the contractor and
subcontractors, suppliers and other persons and organizations proposed by the Prime
Contractor for those portions of the work as to which such acceptability is required by the
Bidding Documents.
c. Consult with the County concerning and determine the acceptability of substitute material and
equipment proposed by the Contractor when substitution prior to the award of contracts is
allowed by the Bidding Documents.
d. Conduct a pre- bid /quote conference.
e. Attend the bid opening, review bids, qualifications.
f. Provide a recommendation of award.
Phase 2• Equivalent Capacity Analysis
Phase 2.1 -- Verification of Equivalent Capacity
In areas where existing easements do not provide adequate space between and adjacent to existing
homes, the County may elect to facilitate rehabilitation of the stormwater piping system using an on -call
contractor. This on -call contractor is able to clean, TV, and analyze the existing piping to determine its
condition and whether it should be lined or repaired. This contractor is required to provide calculations
that support the equivalent capacity of the piping. At that time, the County will require verification that the
pipe to be lined meets the equivalent capacity of the existing pipe. This verification and analysis will be
performed by the selected Consultant for that quadrant of the project.
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FINING L5i[:T.A A
Phase 3 — Post Design Services
The Consultant shall be selectively involved in the construction process and shall interface with the
County Construction Inspector and Project Manager.
Phase 3.1 — Construction Observation and Documentation
The Consultant (or activity observer) will provide the services outlined below.
Phase 3.2 — Construction Progress Meetings
The Consultant will attend on as- needed basis at the discretion of the County.
Phase 3.3 — Substantial Completion Inspections
The Consultant will conduct substantial completion inspections when requested by the Construction
Contractor, and the Consultant recommends that the work is sufficiently complete to warrant a
substantial completion inspection. During the substantial completion inspection, the County's
Construction Inspector will prepare a punch list of items requiring completion or correction to the
satisfaction of the selected Consultant and the Project Manager. The County's Construction Inspector will
be responsible for maintaining the punch list and issuing updates to the punch list on a weekly basis. The
County's Construction Inspector will coordinate and participate in the final walk- through to ensure that
the punch list items are completed to the satisfaction of the selected Consultant and the Project
Manager.
Phase 3.4 — Final Completion Inspection
Upon the request of the Construction Contractor and concurrence of the Consultant and the Project
Manager, the County Construction Inspector will conduct final inspections of portions of the project as
they are finished to determine if construction has been completed in accordance with the Contract
Documents and the Construction Contractor has fulfilled all obligations therein. Based on the results of
the final inspection, the Consultant, Project Manager, and the County Construction Inspector will judge
the work complete or not complete. If the work is judged complete, the County Construction Inspector will
issue a "notice of final acceptance and recommendation for final payment ". If the work is judged not
complete, the County Construction Inspector will issue written instructions to the Construction Contractor
identifying the work judged not complete. Upon provision of evidence or assurance by the Construction
Contractor that the deficiencies noted above have been corrected or completed, a second final
inspection will be scheduled to verify that the outstanding issues have been resolved and the County
Construction Inspector can issue a "notice of final acceptance and recommendation for final payment ".
All services related to the Final Completion Inspection shall be provided to the Project Manager of the
Project.
Phase 3.5 — Final Construction Certification
Upon issuance of a "notice of final acceptance and recommendation for final payment" the County
Construction Inspector will request a signed and sealed certification by a licensed professional in
responsible charge of the work, stating that the "Project has been completed by the Construction
Contractor in accordance with the Plans and Specifications of the Contract Documents as amended by
the Engineer of Record." All services related to the Final Construction Certification shall be provided to
the Project Manager of the Project.
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Phase 3.6 — Construction and Project Oversight
3.6.1. General Management and Oversight — The Consultant will provide support services customarily
related to the construction of similar projects including, but not limited to:
a. Participate in a pre- construction meeting with the Project Manager, selected Consultant, and
the General Contractor.
b. Participate in other meetings as described or implied herein on an as- needed basis.
3.6.2. Coordination of Shop Drawings, Contract Interpretations and Clarifications — The County
Construction Inspector will coordinate with the selected Consultant regarding the issuance of
interpretations and clarifications of Contract Documents during construction. The selected Consultant
shall be responsible for technical review and decisions regarding interpretation and clarification of
Contract Documents. The County Construction Inspector shall coordinate the selected Consultant's
decisions and responses with the Construction Contractor.
3.6.3. As Constructed Field Drawings — The Construction Contractor shall maintain red pencil "mark -up"
notations and sketches on full size construction plans that reflect the actual details of constructed
facilities. These Constructed Field Drawings will be used by the County Construction Inspector to
validate the "As Built" documentation provided by the Construction Contractor. The selected Consultant
will review and approve the final "As- built" documents.
Phase 3.7 — Additional Services
3.7.1. Additional Services (only as authorized in writing) — In accordance with the contract and /or
Purchase Order, in the event that other services may arise during the course of the work, but were not
envisioned as part of the original or amended scope of work, the Consultant shall submit a proposal to
perform Additional Services prior to the performance of the work. The proposal shall include the specific
services to be performed, time to complete, compensation, and an explanation as to why the services
were not previously envisioned as part of the scope of work. The proposed Additional Services must be
approved by the Project Manager in writing in advance of performance of said Additional Services.
Failure to notify the Project Manager in writing of Additional Services shall be deemed a waiver of any
claim by the selected Consultant that such services were Additional Services. Written authorization from
the Project Manager will be required for any charges that exceed an existing Purchase Order amount,
and the Purchase Order shall be modified to reflect the increase prior to any Additional Services being
performed. Alternatively, a separate Purchase Order may be issued for the Additional Services.
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SCHEDULE B
BASIS OF COMPENSATION
TIME AND MATERIAL OR LUMP SUM
1.1 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with
the scope of services, which shall be described in a Purchase Order issued pursuant to the procedures
described herein. Reference to the term "Purchase Order" herein, with respect to authorization of
Services, includes all written Purchase Order Modifications or Amendments to any particular Purchase
Order.
1.1.1 All Services must be authorized in writing by OWNER in the form of a Purchase Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Purchase Order, Any Services provided by CONSULTANT without a
written Purchase Order shall be at CONSULTANT'S own risk and OWNER shall have no
liability for such Services.
1.1.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the
terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. The proposal
must include the proper citation of the Phase and associated Service(s) in accordance with
Schedule A Scope of Services. If the parties reach an agreement with respect to such
Services, including, but not limited to the scope, compensation and schedule for performance
of those Services, a Purchase Order shall be issued which incorporates the terms of the
understanding reached by the parties with respect to such Services.
1.1.3 Upon issuance of a Purchase Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Purchase Order.
1.1.4 It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.1.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement
or any Purchase Order, or to obligate OWNER in any manner or way.
1.1.6 Purchase Order modifications: In the event that the need for changes to the Services under a
Purchase Order may arise during the course of the work, the associated tasks may be
modified at the request of the Project Manager or his designee. Written authorization from the
Project Manager will be required, and for any changes that exceed an existing Purchase
Order amount, the Purchase Order shall be modified to reflect the increase prior to any
related Services being performed. Alternatively, a separate Purchase Order may be issued for
the changes to the Services.
1.1.7 All duly executed Purchase Orders (including all written modifications or Changes thereto) are
hereby incorporated into and made a part of this Agreement by reference.
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2, COMPENSATION TO CONSULTANT:
2.1 For the Basic Services provided for in this Agreement, OWNER agrees to make payments to
CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses or as
a Lump Sum per Task.
2.2 Time and Material: Direct Labor Costs mean the actual salaries and wages (basic, premium and
incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect
payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth
in the Attachment I to this Schedule B.
2.3 With each monthly Application for Payment, CONSULTANT shall submit detailed time records,
and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct
Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER.
2.4 Lump Sum: As a condition precedent to payment, CONSULTANT shall submit to OWNER as part
of its monthly invoice a progress report reflecting the Purchase Order task status, in terms of the
total work effort estimated to be required for the completion of the Basic Services authorized
under the Purchase Order 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.
2.5 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay
CONSULTANT a negotiated total fee and Reimbursable Expenses or a Lump Sum 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.
2.6 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 each
Purchase Order issued under the provisions of this Agreement, and shall include the cost of all
materials, equipment, supplies and out -of- pocket expenses incurred in the performance of all
such services.
2.7 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:
3.1. CONSULTANT shall submit, with each of the monthly status reports and other documentation
provided for under Section 2.3 and 2.4 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 both Basic Services and Additional Services. Invoices shall be
reasonably substantiated, identify the services rendered and must be submitted 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.
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
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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.
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.
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 applicable Purchase Order by the percentage Owner has
determined CONSULTANT has completed such task as of that particular monthly billing.
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.
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.
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:
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.
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.
3.5.1.3. Permit Fees required by the Project.
3.5.1.4. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
3.5.1.5. Expense of models for the County's use.
3.4.1.6. Other items on request and approved in writing by the OWNER.
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SCHEDULE B
Attachment I
Contract #14 -6190 Golden Gate City
Stormwater Drainage Improvement Project
Engineering Design — Northeast Quadrant
Title
Standard Hourly Rate
$
206.00
Principal
$
172.00
Senior Project Manager
$
147.00
Project Manager
$
157.00
Senior Engineer
$
123.00
Engineer
$
96.00
Senior Inspector
$
76.00
Inspector
$
139.00
Senior Planner
$
110.00
Planner
$
114.00
Senior Designer
$
94.00
Designer
$
109.00
Environmental Specialist
Senior Environmental Specialist
$
134.00
Scientist/Geologist
$
93.00
Senior Scientist/Geologist
$
118.00
Marine Bio log ist/Hydrogeolog ist
$
110.00
Senior Marine Biologist/Hydrogeologist
$
138.00
Senior GIS Specialist
$
139.00
GIS Specialist
$
102.00
Clerical /Administrative
$
62.00
Senior Technician
$
85.00
Technician
$
72.00
Surveyor and Mapper
$
120.00
CADD Technician
$
81.00
Survey Crew - 2 man
$
130.00
Survey Crew - 3 man
$
161.00
Survey Crew - 4 man
$
189.00
Senior Architect
$
154.00
$
121.00
Architect
This list is not intended to be all inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and the firm as needed for the Project.
END OF SCHEDULE B
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SCHEDULE C
PROJECT SCHEDULE
Each Purchase Order will have a time schedule ( "Schedule ") for the performance of the Services
required under the subject Purchase Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in
accordance with the Purchase Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Purchase Order. Purchase Orders will remain open until
Services are completed or unless otherwise terminated by the County Project Manager or his designee.
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SCHEDULE D
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the following
minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements
or their equivalents. If CONSULTANT has any self- insured retentions or deductibles under any
of the below listed minimum required coverages, CONSULTANT must identify on the Certificate
of Insurance the nature and amount of such self- insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or
deductibles will be CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than the limits
specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of commencement
of the services until the date of completion and acceptance of the Project by the OWNER or as
specified in this Agreement, whichever is longer.
(4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the
OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT
evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages
and limits required hereunder. In addition, certified, true and exact copies of all insurance
polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such
certificates shall contain a provision that coverages afforded under the policies will not be
canceled or allowed to expire until at least thirty (30) days prior written notice has been given to
the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four (24)
hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in
coverages or limits received by CONSULTANT from its insurer, and nothing contained herein
shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in
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the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT
shall immediately take steps to have the aggregate limit reinstated to the full extent permitted
under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any insurance or
self insurance program carried by the OWNER applicable to this Project.
(6) The acceptance by OWNER of any Certificate of Insurance does not constitute
approval or agreement by the OWNER that the insurance requirements have been satisfied or
that the insurance policy shown on the Certificate of Insurance is in compliance with the
requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and maintain, until
the completion of the subconsultant's services, insurance of the types and to the limits specified
in this Section except to the extent such insurance requirements for the subconsultant are
expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages purchased. If
CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand,
OWNER has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall
be under no obligation to purchase such insurance, nor shall it be responsible for the coverages
purchased or the insurance company or companies used. The decision of the OWNER to
purchase such insurance coverages shall in no way be construed to be a waiver of any of its
rights under the Agreement.
(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
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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
insurance shall not be less than:
a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one, if applicable)
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
X $1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
The amounts of such
(2) The insurance company shall waive all claims rights against the OWNER and the
policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be maintained
where applicable to the completion of the work.
Applicable X_ Not Applicable
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(4) Maritime Coverage (Jones Act) shall be maintained where applicable to the
completion of the work.
Applicable X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X_ Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be
maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury,
Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent
Contractors, Broad Form Property Damage including Completed Operations and Products and
Completed Operations Coverage. Products and Completed Operations coverage shall be
maintained for a period of not less than five (5) years following the completion and acceptance
by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the
following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
_X General Aggregate $2,000,000
Products /Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $1,000,000
Fire Damage $ 50,000
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(2) The General Aggregate Limit shall apply separately to this Project and the policy shall
be endorsed using the following endorsement wording. "This endorsement 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) The OWNER, Collier County Government, shall be named as an Additional Insured
and the policy shall be endorsed that such coverage shall be primary to any similar coverage
carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground property damage
claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Applicable X_ Not Applicable
(7) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Applicable X_ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? X_ Yes No
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(1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the
ownership, maintenance or use of any owned, non -owned or hired vehicle with limits of not less
than:
X Bodily Injury & Property Damage - $ 500,000
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 coverages required herein and shall include all
coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the exhaustion of
any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply
as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? X Yes No
(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:
$ 500,000 each claim and in the aggregate
X_ $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
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$5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for this Project for a period of not
less than five (5) years following completion and acceptance of the Project by the OWNER.
(4) The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or OWNER, and the date will not be moved forward during the
term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit
Certificates of Insurance providing for an unqualified written notice to OWNER of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty -
four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material
change in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20 %) reduction in the aggregate limit of any policy, CONSULTANT shall
immediately take steps to have the aggregate limit reinstated to the full extent permitted under
such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any
endorsements issued or to be issued on the policy if requested by OWNER.
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.
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PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability policy will be
purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and
OWNER'S insurance representative, to pursue the maximum credit available from the
professional liability carrier for a reduction in the premium of CONSULTANT'S professional
liability policy. If no credit is available from CONSULTANT'S current professional policy
underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next
renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent
professional liability policies that renew during the term of the project policy). CONSULTANT
agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for
the provision of project - specific professional liability insurance policy in consideration for a
reduction in CONSULTANT'S self- insured retention and the risk of uninsured or underinsured
consultants.
(2) CONSULTANT agrees to provide the following information when requested by OWNER
or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
C. Current deductibles /self- insured retention.
d. Current underwriter.
e. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
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
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SCHEDULE E
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Johnson Engineering, Inc., hereby certifies that wages, rates and other factual unit
costs supporting the compensation for the services of the CONSULTANT to be provided under
the Professional Services Agreement, concerning 14 -6190 "Golden Gate City Stormwater
Drainage Improvement Project Engineering Design Northeast Quadrant" are accurate,
complete and current as of the time of contracting.
Johnson Engineering, Inc.
TITLE:
DATE:
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SCHEDULE F
KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS
Additional subconsultants and subcontractors may be added to Purchase Orders issued under
this Agreement as needed for the project requirements in accordance with Schedule B.
Title
Personnel Category
Jared Brown, P.E., LEED AP
Project Manager
Andrew Tilton, P.E.
Principal
Barry Syren, P.S.M.
Surveyor and Mapper
Josh Hildebrand, P.E., PTOE
Engineer
Ricardo Acosta, P.E.
Engineer
Michael Dickey, P.E.
Nick Yuvan
Laura Herrero
Roy Godshall
Mike Lohr, P.S.M.
Subconsultants:
Ralph Verrastro, P.E.
Principal
Designer
Senior Environmental Specialist
Senior Inspector
Senior GIS Specialist
Senior Engineer /Bridging Solutions
Matt Nolton, P.E. Forge Engineering
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Contract # 14 -6190 "Golden Gate City Stormwater Drainage Improvement Project
Engineering Design"
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this day of , 2014
by and between the Board of County Commissioners for Collier County, Florida, a political
subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and
RWA, Inc., authorized to do business in the State of Florida, whose business address is 6610
Willow Park Drive, Suite 200, Naples, Florida 34109 (hereinafter referred to as the
"CONSULTANT ").
WITNESSETH:
WHEREAS, the OWNER desires to obtain the professional Engineering Consulting
services of the CONSULTANT concerning Golden Gate City Stormwater Drainage
Improvement Project for the Southeast Quadrant (hereinafter referred to as the "Project "),
said services being more fully described in Schedule A, "Scope of Services ", which is attached
hereto and incorporated herein;
WHEREAS, the CONSULTANT has submitted a proposal for provision of those services;
and
WHEREAS, the CONSULTANT represents that it has expertise in the type of
professional services that will be required for the Project.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
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ARTICLE ONE
CONSULTANT'S RESPONSIBILITY
1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting services
for the Southeast Quadrant in all phases of the Project to which this Agreement applies.
1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the
Scope of Services described in detail in Schedule A. The total compensation to be paid
CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B,
"Basis of Compensation ", which is attached hereto and incorporated herein.
1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this
Agreement all such licenses as are required to do business in the State of Florida and in Collier
County, Florida, including, but not limited to, all licenses required by the respective state boards
and other governmental agencies responsible for regulating and licensing the professional
services to be provided and performed by the CONSULTANT pursuant to this Agreement.
1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization
or other form of legal entitlement to practice such services, it shall employ and /or retain only
qualified personnel to provide such services to OWNER.
1.5. CONSULTANT designates Christopher O. Wright, P.E., a qualified licensed
professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the
"Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf
of the CONSULTANT with respect to directing, coordinating and administering all aspects of the
services to be provided and performed under this Agreement. Further, the Project Coordinator
has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating
to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote-,,- }
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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.
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 the Local Government Prompt Payment Act
(218.735 and 218.76 F.S.), as amended, the Florida Public Records Law Chapter 119 (including
specifically those contractual requirements at F.S. § 119.0701(2)(a) -(d) and (3)), ordinances,
codes, rules, regulations and requirements of any governmental agencies, and the Florida
Building Code where applicable, which regulate or have jurisdiction over the Project or the
services to be provided and performed by CONSULTANT hereunder. In the event of any
conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and
utilize its best professional judgment to advise OWNER regarding resolution of each such
conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its
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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 Digital Exchange File (DXF) format on a CD or DVD, drawn in
the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should
either reference specific established Survey Monumentation, such as Certified Section Corners
(Half or Quarter Sections are also acceptable), or when implemented, derived from the
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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 to this Agreement,
CONSULTANT shall furnish or obtain from others Additional Services. The agreed upon scope,
compensation and schedule for Additional Services shall be set forth in the 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
Purchasing 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
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
performance under this Agreement. The following services, if not otherwise specified in
Schedule A as part of Basic Services, shall be Additional Services:
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2.2. 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.
2.3 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 services to be provided and performed by the CONSULTANT
hereunder;
(b) The time the CONSULTANT is obligated to commence and complete all such
services; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT.
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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 The period of service shall be from the date of Board approval of this Agreement through
fifteen (15) years from that date, or until such time as all outstanding Purchase Orders issued
prior to the expiration of the Agreement period have been completed.
4.2 Services to be rendered by CONSULTANT shall be commenced subsequent to the
execution of this Agreement upon issuance of a Purchase Order from OWNER for all or any
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designated portion of the Project and shall be performed and completed in accordance with the
Schedule defined in each Purchase Order. Time is of the essence with respect to the
performance of this Agreement and any Purchase Order issued hereunder.
4.3 Should CONSULTANT be obstructed or delayed in the prosecution or completion of its
services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due
to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts
of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or
lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after
commencement of such delay, stating the specific cause or causes thereof, or be deemed to
have waived any right which CONSULTANT may have had to request a time extension for that
specific delay.
4.4. 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.
4.5 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.
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4.6 In no event shall any approval by OWNER authorizing CONSULTANT to continue
performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or
any other damages hereunder.
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.
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, Auto CADD 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.
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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
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 indemnify and
hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses
and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of
CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this
Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce
any other rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
ARTICLE NINE
INSURANCE
9.1. CONSULTANT shall obtain and carry, at all times during its performance under the
Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to
this Agreement.
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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 coverage of CONSULTANT shall be primary to any insurance or self -
insurance program carried by OWNER applicable to this Project, and the "Other
Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any
insurance or self- insurance program carried by OWNER applicable to this Project.
9.3.4. The Certificates of Insurance must read: For any and all work performed on
behalf of Collier County, or reference this contract number.
9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall
be construed in accordance with the laws of the State of Florida.
9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other
for damages covered by insurance to the extent insurance proceeds are paid and received by
OWNER, except such rights as they may have to the proceeds of such insurance held by any of
them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies
required hereunder must meet the following minimum requirements:
9.5.1. The insurance company must be duly licensed and authorized by the Department
of Insurance of the State of Florida to transact the appropriate insurance business in the
State of Florida.
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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 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign
to the Project to perform the Services required hereunder. CONSULTANT also has identified
each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All
personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or
replaced without OWNER'S prior written consent. Additional subconsultants and subcontractors
may be added as needed for the project requirements in accordance with Schedule B.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or
subcontractors. By appropriate written agreement, the CONSULTANT shall require each
subconsultant or subcontractor, to the extent of the Services to be performed by the
subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this
Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities
which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each
subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER
under this Agreement with respect to the Services to be performed by the subconsultant or
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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, or any
Purchase Order issued under this Agreement 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 Purchase Orders, or (b) CONSULTANTS failure to properly and
timely perform the services to be provided hereunder or as directed by OWNER, or (c) the
bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT
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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, or any
Purchase Order issued hereunder, without cause upon seven (7) calendar days written notice to
CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery
against OWNER shall be limited to that portion of the fee earned through the date of
termination, together with any retainage withheld and any costs reasonably incurred by
CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be
entitled to any other or further recovery against OWNER, including, but not limited to,
anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate
all such costs to the greatest extent reasonably possible.
12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the
OWNER all original papers, records, documents, drawings, models, and other material set forth
and described in this Agreement, including those described in Section 6, that are in
CONSULTANT'S possession or under its control.
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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.
ARTICLE THIRTEEN
TRUTH IN NEGOTIATION REPRESENTATIONS
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13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this 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.
13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the
CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto
and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs
supporting the compensation for CONSULTANT'S services to be provided under this
Agreement are accurate, complete and current at the time of the Agreement. The
CONSULTANT agrees that the original Agreement price and any additions thereto shall be
adjusted to exclude any significant sums by which the OWNER determines the Agreement price
was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of this
Agreement.
ARTICLE FOURTEEN
CONFLICT OF INTEREST
14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest,
either direct or indirect, which would conflict in any manner with the performance of services
required hereunder. CONSULTANT further represents that no persons having any such interest
shall be employed to perform those services.
ARTICLE FIFTEEN
MODIFICATION
15.1. No modification or change in this Agreement shall be valid or binding upon either party
unless in writing and executed by the party or parties intended to be bound by it.
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ARTICLE SIXTEEN
NOTICES AND ADDRESS OF RECORD
16.1. All notices required or made pursuant to this Agreement to be given by the
CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by
United States Postal Service Department, first class mail service, postage prepaid, addressed to
the following OWNER'S address of record:
Board of County Commissioners
Collier County Florida
Purchasing Department
3327 Tamiami Trail East
Naples, FL 34112
Attention: Joanne Markiewicz, Director, Procurement Services
Telephone: 239 - 252 -8407
Fax: 239 - 252 -6480
16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to
the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the
United States Postal Service Department, first class mail service, postage prepaid, addressed to
the following CONSULTANT'S address of record:
RWA, Inc.
6610 Willow Park Drive, Suite 200
Naples, Florida 34109
Telephone: 239 - 597 -0575
Fax: 239 -597 -0578
Attn: Christopher O. Wright, P.E.
Email: cwright(a)consult- rwa.com
16.3. Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE SEVENTEEN
MISCELLANEOUS
17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER
and assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
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17.2. No modification, waiver, suspension or termination of the Agreement or of any terms
thereof shall impair the rights or liabilities of either party.
17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4. Waivers by either party of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of
the terms of this Agreement.
17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes
the entire agreement between the parties hereto and shall supersede, replace and nullify any
and all prior agreements or understandings, written or oral, relating to the matter set forth
herein, and any such prior agreements or understanding shall have no force or effect whatever
on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties
shall survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this
reference incorporated herein:
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Schedule A
SCOPE OF SERVICES
Schedule B
BASIS OF COMPENSATION
Schedule C
PROJECT SCHEDULE
Schedule D
INSURANCE COVERAGE
Schedule E
TRUTH IN NEGOTIATION CERTIFICATE
Schedule F
KEY PERSONNEL, SUBCONSULTANTS AND
SUBCONTRACTORS
RFP # 14 -6190 Golden Gate City Stormwater Drainage Improvement Project
Engineering Design Terms and Conditions
17.10 In the event of any conflict between or among the terms of any of the Contract
Documents, the terms of the Request for Proposal and /or the Contractor's Proposal, the
Contract Documents shall take precedence.
ARTICLE EIGHTEEN
APPLICABLE LAW
18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of
Florida, and by such laws, rules and regulations of the United States as made applicable to
services funded by the United States government. Any suit or action brought by either party to
this Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts in Collier County, Florida, which courts have
sole and exclusive jurisdiction on all such matters.
ARTICLE NINETEEN
SECURING AGREEMENT /PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company
or person, other than a bona fide employee working solely for CONSULTANT, to solicit or
secure this Agreement and that CONSULTANT has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent
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upon or resulting from the award or making of this Agreement. At the time this Agreement is
executed, CONSULTANT shall sign and deliver to OWNER the Truth -In- Negotiation Certificate
identified in Article 13 and attached hereto and made a part hereof as Schedule E.
CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage
rates and other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been
informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the
Florida Statutes which read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a public
entity; may not submit a bid, proposal, or reply on a contract with a public
entity for the construction or repair of a public building or public work; may
not submit bids, proposals, or replies on leases of real property to a public
entity, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity; and
may not transact business with any public entity in excess of the threshold
amount provided in s. 287.017 for CATEGORY TWO for a period of 36
months following the date of being placed on the convicted vendor list."
ARTICLE TWENTY
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT
with full decision - making authority and by OWNER'S staff person who would make the
presentation of any settlement reached during negotiations to OWNER for approval. Failing
resolution, and prior to the commencement of depositions in any litigation between the parties
arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation
before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of CONSULTANT with full decision - making authority and
by OWNER'S staff person who would make the presentation of any settlement reached at
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mediation to OWNER'S board for approval. Should either party fail to submit to mediation as
required hereunder, the other party may obtain a court order requiring mediation under section
44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party
relating to or arising out of this Agreement must be brought in the appropriate federal or state
courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the CONSULTANT is formally
acknowledging without exception or stipulation that it is fully responsible for complying with the
provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et
seg. 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.
* * * * * * * * **
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for Engineering Consulting Services for Golden Gate City Stormwater
Drainage Improvement Project Engineering Design the day and year first written above.
ATTEST:
Dwight E. Brock, Clerk
Date:
Approved as to Form and Legality:
Sim
Assistant County Attorney
Name
Witness
Name and Title
Witness
Name and Title
BOARD OF COUNTY COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Tom Henning, Chairman
RWA, Inc.
Im
Name and Title
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SCHEDULE A
SCOPE OF SERVICES
"Golden Gate City Stormwater Drainage Improvement Project"
Southeast Quadrant
The Consultant shall perform comprehensive engineering designs of the County -owned stormwater
system within the specified quadrant boundaries to establish the basis of design for system renovations.
Upon completion of the comprehensive engineering designs, the Consultant will perform selective
equivalent capacity analyses and construction - related support services upon the request of the County.
A selection of four (4) professional engineering firms has been made in order to conduct the referenced
professional services for four (4) specific quadrant boundaries (one firm for each quadrant), namely, the
following: 1) Northwest Golden Gate City; 2) Northeast Golden Gate City; 3) Southwest Golden Gate
City; and 4) Southeast Golden Gate City. Each selected firm has been assigned a quadrant according to
size and scope complexity. Initially this program will focus on the improvements design and then the
construction phases.
Detailed Scope of Work
The County has entered into contracts with firms to design and implement the Work Program for the four
(4) initial distinct quadrants. Each subsystem within the individual quadrant shall include three (3)
general phases of work (as described below), and the contracts will not be completed until the County
has accepted final construction completion on each geographical area (quadrant). The work will likely
include engineering design of the stormwater system and also may include surveying, lighting, sidewalks,
and roadway improvements. It is expected that the selected firms will work cooperatively with the other
firms to provide best value services to the Growth Management Division and will share "lessons learned"
for the benefit of the County's taxpayers.
NO MINIMUM OR MAXIMUM: The services required by this contract shall include but not be limited to
the items /services described in the Scope of Services. The County shall order items /services as
required but makes no guarantee as to the quantity, number, type or distribution of items /services that
will be ordered or required by this contract.
Phase 1: Stormwater Replacement System Design
The Consultant shall design the rehabilitation program, assist with bid process and recommend a
Construction Contractor to execute the program within the quadrant; and
• Prepare bid /quote documents for stormwater subsystem renovations; and
• Observe and provide oversight.
The following Phases are included as part of the scope of work.
Phase 1.1 -- Design Phase
a. On the basis of the accepted Master Plan layout, Consultant will prepare preliminary and final
drawings and specifications which provide the general scope, extent and character of the
work to be furnished and performed by the Contractor. Consultant will prepare and submit
drawings and specifications at the 60 and 100 percent complete stages for review and
approval. An engineer's opinion of probable construction cost will accompany each submittal.
�T,`\
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Technical specifications will be based on the Florida Department of Transportation
Construction Standards in MS Word format. In addition to technical specifications, the
selected Consultant will coordinate with County to develop necessary General Conditions,
Supplemental Conditions, and Special Provisions Specifications that will be developed
specifically for the proiect being constructed. Standard Collier County Specifications may be
used for reference but the selected Consultant shall not rely on them as a replacement for
sound engineering judgment and responsibility. Documents shall include drawings and
project specifications ready for bidding, consistent with Collier County standards, including the
following:
1) Cover sheet, index and key map
2) Civil Site Plan
3) Civil Details
b. Furnish copies of Contract Documents that include engineering drawings and specifications.
Present and review them in person with the County at the 60 percent completion stage in the
project and make appropriate changes.
Phase 1.2 -- Bidding and Award Phase (IF APPLICABLE)
With the exception of the following, bid /quote services will be performed by the Collier County
Purchasing Department. Consultant will assist the County with the following:
a. Assist in preparing addenda, as required, to interpret, clarify, or expand the Bidding
Documents.
b. Consult with and advise the County as to the acceptability of the contractor and
subcontractors, suppliers and other persons and organizations proposed by the Prime
Contractor for those portions of the work as to which such acceptability is required by the
Bidding Documents.
c. Consult with the County concerning and determine the acceptability of substitute material and
equipment proposed by the Contractor when substitution prior to the award of contracts is
allowed by the Bidding Documents.
d. Conduct a pre- bid /quote conference.
e. Attend the bid opening, review bids, qualifications.
f. Provide a recommendation of award.
Phase 2: Equivalent Capacity Analysis
Phase 2.1 -- Verification of Equivalent Capacity
In areas where existing easements do not provide adequate space between and adjacent to existing
homes, the County may elect to facilitate rehabilitation of the stormwater piping system using an on -call
contractor. This on -call contractor is able to clean, TV, and analyze the existing piping to determine its
condition and whether it should be lined or repaired. This contractor is required to provide calculations
that support the equivalent capacity of the piping. At that time, the County will require verification that the
pipe to be lined meets the equivalent capacity of the existing pipe. This verification and analysis will be
performed by the selected Consultant for that quadrant of the project.
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Phase 3 — Post Design Services
The Consultant shall be selectively involved in the construction process and shall interface with the
County Construction Inspector and Project Manager.
Phase 3.1 — Construction Observation and Documentation
The Consultant (or activity observer) will provide the services outlined below.
Phase 3.2 — Construction Progress Meetings
The Consultant will attend on as- needed basis at the discretion of the County.
Phase 3.3 — Substantial Completion Inspections
The Consultant will conduct substantial completion inspections when requested by the Construction
Contractor, and the Consultant recommends that the work is sufficiently complete to warrant a
substantial completion inspection. During the substantial completion inspection, the County's
Construction Inspector will prepare a punch list of items requiring completion or correction to the
satisfaction of the selected Consultant and the Project Manager. The County's Construction Inspector will
be responsible for maintaining the punch list and issuing updates to the punch list on a weekly basis. The
County's Construction Inspector will coordinate and participate in the final walk- through to ensure that
the punch list items are completed to the satisfaction of the selected Consultant and the Project
Manager.
Phase 3.4 — Final Completion Inspection
Upon the request of the Construction Contractor and concurrence of the Consultant and the Project
Manager, the County Construction Inspector will conduct final inspections of portions of the project as
they are finished to determine if construction has been completed in accordance with the Contract
Documents and the Construction Contractor has fulfilled all obligations therein. Based on the results of
the final inspection, the Consultant, Project Manager, and the County Construction Inspector will judge
the work complete or not complete. If the work is judged complete, the County Construction Inspector will
issue a "notice of final acceptance and recommendation for final payment ". If the work is judged not
complete, the County Construction Inspector will issue written instructions to the Construction Contractor
identifying the work judged not complete. Upon provision of evidence or assurance by the Construction
Contractor that the deficiencies noted above have been corrected or completed, a second final
inspection will be scheduled to verify that the outstanding issues have been resolved and the County
Construction Inspector can issue a "notice of final acceptance and recommendation for final payment ".
All services related to the Final Completion Inspection shall be provided to the Project Manager of the
Project.
Phase 3.5 — Final Construction Certification
Upon issuance of a "notice of final acceptance and recommendation for final payment" the County
Construction Inspector will request a signed and sealed certification by a licensed professional in
responsible charge of the work, stating that the "Project has been completed by the Construction
Contractor in accordance with the Plans and Specifications of the Contract Documents as amended by
the Engineer of Record." All services related to the Final Construction Certification shall be provided to
the Project Manager of the Project.
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Phase 3.6 — Construction and Project Oversight
3.6.1. General Management and Oversight — The Consultant will provide support services customarily
related to the construction of similar projects including, but not limited to:
a. Participate in a pre- construction meeting with the Project Manager, selected Consultant, and
the General Contractor.
b. Participate in other meetings as described or implied herein on an as- needed basis.
3.6.2. Coordination of Shop Drawings, Contract Interpretations and Clarifications — The County
Construction Inspector will coordinate with the selected Consultant regarding the issuance of
interpretations and clarifications of Contract Documents during construction. The selected Consultant
shall be responsible for technical review and decisions regarding interpretation and clarification of
Contract Documents. The County Construction Inspector shall coordinate the selected Consultant's
decisions and responses with the Construction Contractor.
3.6.3. As Constructed Field Drawings — The Construction Contractor shall maintain red pencil "mark -up"
notations and sketches on full size construction plans that reflect the actual details of constructed
facilities. These Constructed Field Drawings will be used by the County Construction Inspector to
validate the "As Built" documentation provided by the Construction Contractor. The selected Consultant
will review and approve the final "As- built" documents.
Phase 3.7 — Additional Services
3.7.1. Additional Services (only as authorized in writing) — In accordance with the contract and /or
Purchase Order, in the event that other services may arise during the course of the work, but were not
envisioned as part of the original or amended scope of work, the Consultant shall submit a proposal to
perform Additional Services prior to the performance of the work. The proposal shall include the specific
services to be performed, time to complete, compensation, and an explanation as to why the services
were not previously envisioned as part of the scope of work. The proposed Additional Services must be
approved by the Project Manager in writing in advance of performance of said Additional Services.
Failure to notify the Project Manager in writing of Additional Services shall be deemed a waiver of any
claim by the selected Consultant that such services were Additional Services. Written authorization from
the Project Manager will be required for any charges that exceed an existing Purchase Order amount,
and the Purchase Order shall be modified to reflect the increase prior to any Additional Services being
performed. Alternatively, a separate Purchase Order may be issued for the Additional Services.
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SCHEDULE B
BASIS OF COMPENSATION
TIME AND MATERIAL OR LUMP SUM
1.1 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with
the scope of services, which shall be described in a Purchase Order issued pursuant to the procedures
described herein. Reference to the term "Purchase Order" herein, with respect to authorization of
Services, includes all written Purchase Order Modifications or Amendments to any particular Purchase
Order.
1.1.1 All Services must be authorized in writing by OWNER in the form of a Purchase Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Purchase Order. Any Services provided by CONSULTANT without a
written Purchase Order shall be at CONSULTANT'S own risk and OWNER shall have no
liability for such Services.
1.1.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the
terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. The proposal
must include the proper citation of the Phase and associated Service(s) in accordance with
Schedule A Scope of Services. If the parties reach an agreement with respect to such
Services, including, but not limited to the scope, compensation and schedule for performance
of those Services, a Purchase Order shall be issued which incorporates the terms of the
understanding reached by the parties with respect to such Services.
1.1.3 Upon issuance of a Purchase Order as aforesaid, CONSULTANT agrees to promptly provide
the Services required thereby, in accordance with the terms of this Agreement and the subject
Purchase Order.
1.1.4 It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.1.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement
or any Purchase Order, or to obligate OWNER in any manner or way.
1.1.6 Purchase Order modifications: In the event that the need for changes to the Services under a
Purchase Order may arise during the course of the work, the associated tasks may be
modified at the request of the Project Manager or his designee. Written authorization from the
Project Manager will be required, and for any changes that exceed an existing Purchase
Order amount, the Purchase Order shall be modified to reflect the increase prior to any
related Services being performed. Alternatively, a separate Purchase Order may be issued for
the changes to the Services.
1.1.7 All duly executed Purchase Orders (including all written modifications or Changes thereto) are
hereby incorporated into and made a part of this Agreement by reference.
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2. COMPENSATION TO CONSULTANT:
2.1 For the Basic Services provided for in this Agreement, OWNER agrees to make payments to
CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses or as
a Lump Sum per Task.
2.2 Time and Material: Direct Labor Costs mean the actual salaries and wages (basic, premium and
incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect
payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth
in the Attachment I to this Schedule B.
2.3 With each monthly Application for Payment, CONSULTANT shall submit detailed time records,
and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct
Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER.
2.4 Lump Sum: As a condition precedent to payment, CONSULTANT shall submit to OWNER as part
of its monthly invoice a progress report reflecting the Purchase Order task status, in terms of the
total work effort estimated to be required for the completion of the Basic Services authorized
under the Purchase Order 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.
2.5 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay
CONSULTANT a negotiated total fee and Reimbursable Expenses or a Lump Sum 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.
2.6 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 each
Purchase Order issued under the provisions of this Agreement, and shall include the cost of all
materials, equipment, supplies and out -of- pocket expenses incurred in the performance of all
such services.
2.7 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:
3.1. CONSULTANT shall submit, with each of the monthly status reports and other documentation
provided for under Section 2.3 and 2.4 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 both Basic Services and Additional Services. Invoices shall be
reasonably substantiated, identify the services rendered and must be submitted 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.
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
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non - payment under the legal doctrine of Nlaches" as untimely submitted. Time shall be deemed of
the essence with respect to the timely submission of invoices under this agreement.
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.
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 applicable Purchase Order by the percentage Owner has
determined CONSULTANT has completed such task as of that particular monthly billing.
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.
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.
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:
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.
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.
3.5.1.3. Permit Fees required by the Project.
3.5.1.4. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
3.5.1.5. Expense of models for the County's use.
3.4.1.6. Other items on request and approved in writing by the OWNER.
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SCHEDULE B
Attachment I
Contract #14 -6190 Golden Gate City
Stormwater Drainage Improvement Project
Engineering Design — Southeast Quadrant
Title
Standard Hourly Rate
Principal
$
206.00
Senior Project Manager
$
172.00
Project Manager
$
147.00
Senior Engineer
$
157.00
Engineer
$
123.00
Senior Inspector
$
96.00
Inspector
$
76.00
Senior Planner
$
139.00
Planner
$
110.00
Senior Designer
$
114.00
Designer
$
94.00
Environmental Specialist
$
109.00
Senior Environmental Specialist
$
134.00
Scientist/Geologist
$
93.00
Senior Scientist/Geologist
$
118.00
Marine Biologist/Hydrogeologist
$
110.00
Senior Marine Biologist/Hydrogeologist
$
138.00
Senior GIS Specialist
$
139.00
GIS Specialist
$
102.00
Clerical /Administrative
$
62.00
Senior Technician
$
85.00
Technician
$
72.00
Surveyor and Mapper
$
120.00
CADD Technician
$
81.00
Survey Crew - 2 man
$
130.00
Survey Crew - 3 man
$
161.00
Survey Crew - 4 man
$
189.00
Senior Architect
$
154.00
Architect
$
121.00
This list is not intended to be all inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and the firm as needed for the Project.
END OF SCHEDULE B
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SCHEDULE C
PROJECT SCHEDULE
Each Purchase Order will have a time schedule ( "Schedule ") for the performance of the Services
required under the subject Purchase Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in
accordance with the Purchase Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Purchase Order. Purchase Orders will remain open until
Services are completed or unless otherwise terminated by the County Project Manager or his designee.
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SCHEDULE D
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the following
minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements
or their equivalents. If CONSULTANT has any self- insured retentions or deductibles under any
of the below listed minimum required coverages, CONSULTANT must identify on the Certificate
of Insurance the nature and amount of such self- insured retentions or deductibles and provide
satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or
deductibles will be CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than the limits
specified herein or required bylaw, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of commencement
of the services until the date of completion and acceptance of the Project by the OWNER or as
specified in this Agreement, whichever is longer.
(4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the
OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT
evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages
and limits required hereunder. In addition, certified, true and exact copies of all insurance
polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such
certificates shall contain a provision that coverages afforded under the policies will not be
canceled or allowed to expire until at least thirty (30) days prior written notice has been given to
the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four (24)
hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in
coverages or limits received by CONSULTANT from its insurer, and nothing contained herein
shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in
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the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT
shall immediately take steps to have the aggregate limit reinstated to the full extent permitted
under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any insurance or
self insurance program carried by the OWNER applicable to this Project.
(6) The acceptance by OWNER of any Certificate of Insurance does not constitute
approval or agreement by the OWNER that the insurance requirements have been satisfied or
that the insurance policy shown on the Certificate of Insurance is in compliance with the
requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and maintain, until
the completion of the subconsultant's services, insurance of the types and to the limits specified
in this Section except to the extent such insurance requirements for the subconsultant are
expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance coverages required
herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages purchased. If
CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand,
OWNER has the right to offset these costs from any amount due CONSULTANT under this
Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall
be under no obligation to purchase such insurance, nor shall it be responsible for the coverages
purchased or the insurance company or companies used. The decision of the OWNER to
purchase such insurance coverages shall in no way be construed to be a waiver of any of its
rights under the Agreement.
(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
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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)
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
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.
(3) United States Longshoreman's and Harborworker's Act coverage shall be maintained
where applicable to the completion of the work.
Applicable X_ Not Applicable
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(4) Maritime Coverage (Jones Act) shall be maintained where applicable to the
completion of the work.
Applicable X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X_ Yes No
(1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be
maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury,
Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent
Contractors, Broad Form Property Damage including Completed Operations and Products and
Completed Operations Coverage. Products and Completed Operations coverage shall be
maintained for a period of not less than five (5) years following the completion and acceptance
by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the
following:
General Aggregate $300,000
Products /Completed Operations Aggregate $300,000
Personal and Advertising Injury $300,000
Each Occurrence $300,000
Fire Damage $ 50,000
General Aggregate $500,000
Products /Completed Operations Aggregate $500,000
Personal and Advertising Injury $500,000
Each Occurrence $500,000
Fire Damage $ 50,000
—X —General Aggregate $2,000,000
Products /Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $1,000,000
Fire Damage $ 50,000
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(2) The General Aggregate Limit shall apply separately to this Project and the policy shall
be endorsed using the following endorsement wording. "This endorsement 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) The OWNER, Collier County Government, shall be named as an Additional Insured
and the policy shall be endorsed that such coverage shall be primary to any similar coverage
carried by the OWNER.
claims.
(4) Coverage shall be included for explosion, collapse or underground property damage
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in
subparagraph (1) above if applicable to the completion of the Services under this Agreement.
Applicable X— Not Applicable
(7) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the
completion of the Services under this Agreement.
Applicable X— Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? X— Yes No
Y
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(1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the
ownership, maintenance or use of any owned, non -owned or hired vehicle with limits of not less
than:
_X Bodily Injury & Property Damage - $ 500,000
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 coverages required herein and shall include all
coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the exhaustion of
any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply
as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? _X Yes No
(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:
$ 500,000 each claim and in the aggregate
X_ $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
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$5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of the
CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for this Project for a period of not
less than five (5) years following completion and acceptance of the Project by the OWNER.
(4) The policy retroactive date will always be prior to the date services were first
performed by CONSULTANT or OWNER, and the date will not be moved forward during the
term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit
Certificates of Insurance providing for an unqualified written notice to OWNER of any
cancellation of coverage or reduction in limits, other than the application of the aggregate limits
provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty -
four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material
change in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20 %) reduction in the aggregate limit of any policy, CONSULTANT shall
immediately take steps to have the aggregate limit reinstated to the full extent permitted under
such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any
endorsements issued or to be issued on the policy if requested by OWNER.
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.
CAC
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PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability policy will be
purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and
OWNER'S insurance representative, to pursue the maximum credit available from the
professional liability carrier for a reduction in the premium of CONSULTANT'S professional
liability policy. If no credit is available from CONSULTANT'S current professional policy
underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next
renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent
professional liability policies that renew during the term of the project policy). CONSULTANT
agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for
the provision of project- specific professional liability insurance policy in consideration for a
reduction in CONSULTANT'S self- insured retention and the risk of uninsured or underinsured
consultants.
(2) CONSULTANT agrees to provide the following information when requested by OWNER
or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
C. Current deductibles /self- insured retention.
d. Current underwriter.
e. Amount (in both dollars and percent) the underwriter will give as a credit if the
policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
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
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SCHEDULE E
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida
Statutes, Johnson Engineering, Inc., hereby certifies that wages, rates and other factual unit
costs supporting the compensation for the services of the CONSULTANT to be provided under
the Professional Services Agreement, concerning 14 -6190 "Golden Gate City Stormwater
Drainage Improvement Project Engineering Design Southeast Quadrant" are accurate,
complete and current as of the time of contracting.
RWA, Inc.
M
TITLE:
DATE:
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SCHEDULE F
KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS
Additional subconsultants and subcontractors may be added to Purchase Orders issued under
this Agreement as needed for the project requirements in accordance with Schedule B.
Title Personnel Category
Christopher Wright, P.E. Principal
Michael Ward, P.S.M. Senior Project Manager
Barry Jones, P.E. Senior Project Manager
Michael Pappas, P.E. Senior Engineer
Dennis Miller, P.S.M. Surveyor and Mapper
Gary Rashford, P.S.M.
Surveyor and Mapper
Rick Korneff
Senior Technician
Phillip Naylor
Senior Technician
Richard Owens
Senior Technician
Doyle Nichols
Senior Inspector
Subconsultants:
Norm Trebilcock, AICP, P.E. Trebilcock Consulting Solutions
Marielle Kitchener Turell, Hall & Associates
Lauren Gibson Turell, Hall & Associates
Matt Nolton, P.E. Forge Engineering
Richard Lundberg, P.E. Forge Engineering
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