Loading...
Agenda 09/11/2012 Item #16A16Recommendation to award five contracts with id ntical terms and conditions for Request For Proposal No. 12 -5892, "Fixed Term Landscape Architectural Services" to: McGee & Associates, Inc.; Richard Tindell d/b /a Greenwbrk Studio; Johnson Engineering, Inc., Goetz & Stropes Landscape Architects, Inc. and (Windham Studio, Inc (collective annual limit for all firms: $200,000 without further approval by the Board). OBJECTIVE: To provide professional Landscape Architectural services to various County Departments including: site master planning, selection and design of annual planting areas, design, maintenance and refurbishment of existing landscape and irrigation for M.S.T.U. and M.S.T.D. projects, miscellaneous landscape projects and to receive Board approval to enter into contracts with the five firms previously short- listed by the Board at its July 24, 2012, meeting for the Fixed Term Landscape Architectural Services contract, RFP No. 12 -5892. CONSIDERATIONS: On July 24, 2012, the Board short- listed the following five firms for RFP No. 12 -5892: 1. McGee & Associates, Inc. 2. Richard Tindell d/b /a Gxeenwork Studio 3. Johnson Engineering,Itic. 4. Goetz & Stropes Landscape Architects, Inc. 5. Windham Studio, Inc. As directed by the Board, staff negotiated contractF with each of those firms to provide the following services: site master planning, selection and design of annual planting areas, design maintenance and refurbishment of existing landscape and irrigation for Municipal Service Taxing Unit (M.S.T.U.) and Landscape Beautification projects, or other County landscape projects. These services as well as other miscellaneous professional landscape architectural services were identified in the solicitation; and once contracts are awarded, will be implemented with purchase orders on an as needed basis. The previous Fixed Term Landscape Architectural Services Contract, RFP #08 -5060 expended $1,001,988 in work orders over a four year period but within the past two years work orders have decreased to $250,114.65 or approximately $125057.32 each year. Staff is requesting a collective annual limit for all firms of $200,000 without further approval by the Board since the RFP is utilized by various County divisions. If the ollective total of all firms will exceed the annual amount of $200,000, staff will seek prior Boar d approval. Contract negotiations have been successfully completed by staff with the five (5) short- listed firms. Staff recommends that the Board approve awarding the negotiated contracts with McGee & Associates, Inc., Richard Tindell d/b /a Greenwork Studio, Johnson Engineering,Inc., Goetz & Stropes Landscape Architects, Inc., and Windham Studio, Inc. A copy of the contract that will Packet Page -1982- 9/11/2012 item 16.A.1 '. be used is attached, and subject to the Board's approval, will be modified to be executee separately by each of the short- listed firms. FISCAL IMPACT: The funding for each work order that is assigned under the approved contracts will come from each user Department. LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office, is legally sufficient for Board action and only requires a majority vote for approval —SRT. GROWTH MANAGEMENT IMPACT: While these contracts have no direct growth management impact, they are consistent with the County's long -term growth plans. RECOMMENDATION: That the Board of County Commissioners award RFP 12 -5892, "Fixed Term Landscape Architectural Services" to five firms with identical terms and conditions for an annual limit not to exceed 5200,000.00 without seeking prior Board approval and authorize the Chairman of the Board to execute the attached agreement with each of the short- listed firms after the County Attorney's Office final review. Prepared by: Pamela Lulich, RLA, Road Maintenance Landscape Operations Manager Attachment: Agreement Packet Page -1983- 9/11/2012 Item 16.4,16. COLLIER COUNTY Board of County Commissioners Item Number: 16.A.16, Item Summary: Recommendation to award five contracts with identical terms and conditions for Request For Proposal No. 12 -5892, "Fixed Term Landscape Architectural Services" to: McGee & Associates, Inc.; Richard Tindell d /b /a Greenwork Studio; Johnson Engineering, Inc., Goetz & Stropes Landscape Architects, Inc. and Windham Studio, Inc (collective annual limit for all firms: $200,000 without further approval by the Board). Meeting Date: 9/11/2012 Prepared By Name: LulichPamela Title: Manager - Landscape Operations,Alternative Transpo 8/9/2012 11:38:17 AM Submitted by Title: Manager - Landscape Operations,Alternative Transpo Name: LulichPamela 8/9/2012 11-:3 8:18 AM Approved By Name: HerreraGloria Title: Management /Budget Analyst,Transportation Administr Date: 8/9/2012 12:41:11 PM Name: VlietJohn Title: Director - Road Maintenance,Transportation Enginee Date: 8/9/2012 3:01:54 PM Name: BrilhartBrenda Title: Purchasing Agent,Purchasing & General Services Date: 8/10/2012 8:29:59 AM Name: LynchDiane Title: Administrative Assistant Packet Page -1984- .... Date: 8/10/2012 10:32:59 AM Name: ShueGene Date: 8/13/2012 3:06:45 PM Name: MarkiewiczJoanne Title: Manager - Purchasing Acquisition,Purchasing & Gene Date: 8/16/2012 10:58:30 AM Name: WardKelsey Title: Manager - Contracts Administration,Purchasing & Ge Date: 8/22/2012 5:09:43 PM Name: TeachScott Title: Deputy County Attomey,County Attorney Date: 8/24/2012 4:26:23 PM Name: MarcellaJeanne Title: Executive Secretary,Transportation Planning Date: 8/31/2012 3:58:35 PM Name: TeachScott Title: Deputy County Attomey,County Attorney Date: 9/4/2012 11:57:35 AM Name: KlatzkowJeff Title: County Attorney Date: 9/4/2012 1:11:26 PM Name: FinnEd Title: Senior Budget Analyst, OMB Date: 9/4/2012 1:47:48 PM Name: FinnEd Title: Senior Budget Analyst, OMB Date: 9/4/2012 3:52:42 PM Name: FinnEd Title: Senior Budget Analyst, OMB Date: 9/4/2012 3:53:01 PM Name: OchsLeo Title: County Manager Date: 9/5/2012 11:55:41 AM Packet Page -1985- 9/11/2012 Item 16.F,.1 r 9111/2012 Item 16.4. 16. Packet Page -1986- 9/11 /2012 Item 10.,x,.10. Contract 12 -5892 Fixed Term Landscape Architectural Services FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this day of 2012, 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 authorized to do business in the State of Florida, whose business address is (hereinafter referred to as the "CONSULTANT ") WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT Landscape Architectural services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT Landscape Architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Consultant Landscape Architectural services (hereinafter the "Services ") as herein set forth. The term "Services" includes all Additional Services authorized by written Purchase Order Modification or Amendment as hereafter provided. m Packet Page -1987- 9!^ 1;'_?C, 12' Iierrm 1 EJ— 1 E =" 2 -5892 Lanascape Mrcniiec,urE Service All Services to be performed by CONSULTANT pursuant to this Agreemen; shall b= it conformance with the scope of services, which shall be described in a Purchase Order issued pursuant to the procedures described herein. The form of the Purchase Order shall include the attached Schedule A. 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. • Specifically, for Purchase Orders anticipated to be less than $100,000: the department may select any firm from the contracted proposers, request proposals from all firms on contract in accordance with the current work distribution procedures, or conduct a separate solicitation. • For Purchase Orders anticipated to be over $100,000 and up to $200,000: the department may use the firm in the next rotation order, request a waiver of rotation, request proposals from all firms on contract in accordance with the current work distribution procedures or conduct a separate solicitation. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Purchase Order. '.ONSULTANT 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. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Purchase Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. 1.2.3 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. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee Page 2 Packet Page -1988- 9/11/2012 Item 16.A.16. RFD 12 -5892 Landscape Architectural Service; unto CONSULTANT that any specific amount of Services will be requested or required of Ank CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Purchase Order, or to obligate OWNER in any manner or way. 1.2.6 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. 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 hereby designates as its Principal in Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. For each Purchase Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Purchase Order (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Purchase Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Purchase Order. The CONSULTANT aarees that the Principal in Charae and the Prnipnt Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Purchase Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. Page 3 Packet Page -1989- 9/11 /2012 Iter- 16. h,.16. P =c' 12-589-- _anascar)E wcntectura! Service_ 1.6 CONSULTANT agrees, within fourteen (14! caiengar days o- receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Purchase Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional Landscape Architectural services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including the Local Government Prompt Payment Act (218.735 and 218.76 F.S.) as amended in the 2010 legislative session, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best orofessiona` iudament to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Purchase Order. 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 soie 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. Page 4 Packet Page -1990- 9111/2012 Item 16./-,. 16. RFF' i2 -589-- LandscaUe Architectural Service. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or, organization, without OWNER'S prior written consent, or unless incident to the proper performance of . the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through a written Purchase Order Modification or Amendment to a Purchase Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Purchase Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Purchase Order Modification or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Purchase Order Modification or Amendment to the subject Purchase Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Purchase Order. Page 5 Packet Page -1991- 9!` 112912 Item 16. ,4, 16. R=F 1_--589' -anascaD Hrcnitecture.' Service: 2.2 If OWNER determines tha: a change it a Purchase Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change 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 the subject Purchase Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Purchase Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Purchase Order (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Purchase Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a; The scope of Services to be provided and performed by the CONSULTANT as set forth in the Purchase Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Purchase Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Purchase Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Purchase Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Purchase Order, including existing Page 6 Packet Page -1992- 9/11/2012 Item 16-4,16. +=7:1-' -5K�_ _anascan Amhitecu.r�, Service- drawings, specifications, shop drawings, product literature, previous reports and Aoft any other data relative to the subject Purchase Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Purchase Order to perform the Services to be provided by CONSULTANT under the subject Purchase Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each 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. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Purchase Order, 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 the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Page 7 Packet Page -1993- 9/' 1 /2012 Item 16. k, 1 E RFr 58c_: anascaD r- .rchnf. ara: Service: 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Purchase Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Purchase Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Purchase Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Purchase Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Purchase Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Purchase Order shall be Page 8 Packet Page -1994- 9/11/2012 Item 16.a, 16. R --L' 12 -5892 Lanascan< Architectural Service: based or the hourly rates as set forth and identified in Schedule B which is attached heretc, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Purchase Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Purchase Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract - related mileage for trips that are from /to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Purchase Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Purchase Order required under the applicable Purchase Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. Page 9 Packet Page -1995- 9'11/201_ Iterr 16.k1E. 12 -580,_ Lanascaue v „chitectural Service. 5.4 Prio- to issuing any Purchase Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Purchase Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Purchase Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Purchase Order, CONSULTANT shall be limited to a maximum markup of five percent (5 %) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Purchase Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- payment under the legal doctrine of "caches” as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Purchase Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Purchase Order ( "Project Documents "). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. Page 10 Packet Page -1996- 9/11/2012 Item 16.A..16, R =P 12 -589- Lanascape Hrchitectura: Service: 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 with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Purchase Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one -half of an hour. At the request of OWNER, or as specified in the Purchase Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, Page 11 Packet Page -1997- 9/11/20,12 Item 16.h, 16, 12.5S�: _::nasca; - „c-ir4,,c.,n Se bu,. not limited tc, reasonable attorneys' fees and. paralegals' fees; to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.'1 All insurance policies; other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self - insurance program carried by OWNER, and the "Other Insurance” provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form natterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. Packet Page -1998- Page 12 9/'11/2012 Iterr , 16.k.1 P� -' 12 -5892 Landscape ,%rchiteciurE! Services 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. higher. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Purchase Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Purchase Order. Such personnel shall be committed to the project or task specified in the Purchase Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Purchase Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. Page 13 Packet Page -1999- 9!' 112012 Iterr 16.A. 16. RFC :_-5892LanuscaoeNrchitectur� Serv;ce< 10.: CONSULTANT is liable for all the acts or omissions o- its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Purchase Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Purchase Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Purchase Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub - subconsultants or sub - subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Purchase Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Purchase Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Purchase Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such Page 14 Packet Page -2000- 9/11/2012 Item 16A16. R--r' -585' Lanascap- A-- hitecwrE �)erv!ce. termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Purchase Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Purchase Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Purchase Order within the times specified under that Purchase Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Purchase Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Purchase Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Purchase Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Purchase Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services Page 15 Packet Page -2001- 9!11 /2012 Item 16. L . 1 F. RF - ;8°' Lancdscape Hrchitectura! Sen ce:. not required to be performed. CONSULTANT must mitigate all such costs to the greatest exten, . reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Purchase Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the 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. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty - five (45) days after such payment is due as set forth in the Purchase Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Purchase Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Purchase Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Purchase Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Purchase Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Purchase Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Purchase Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. Page 16 Packet Page -2002- 9/11/2012 Item 16A, 16 R:c' ',2 -58C'_ Lanasow- Nrchii - :;Lura! Service: ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Purchase Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Purchase Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Purchase Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Purchase Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Purchase Order was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Purchase Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. Page 17 Packet Page -2003- 0'' 112 0 12 Item 16.k. 10 R 1 = -5K" -iascar)e Arcniemure' Servicer ARTICLE 16 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, Interim Purchasing /GS Director Fax: 239 - 732 -0844 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: 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 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of 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. Page 18 Packet Page -2004- 9/11 /2012 Item RP- 12 -58 _andscaDE Architectural Service: 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemec- to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any Purchase Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Purchase Order. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A PURCHASE ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. Any suit or action brought by either party to this Agreement against Page 19 Packet Page -2005- 9/1112012 Item, 16.A.16 P 12 -58 -' -anascap,: Arcnnemura Service: the other party relating to or arising, ou. or this Agreemen" must be brought in the appropriate federa or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT /PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth -In- Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Purchase Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 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 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full Page 20 Packet Page -2006- 9/11/2012 Item 16.x..10. Lanascaoe hrcnnectur' Service: decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. Page 21 Packet Page -2007- 1 9/11 /2012 Item 16.A..16, R =- ..anascam ,rcniaecturs Service: IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Fixed Term Landscape Architectural Services the day and year first written above. ATTEST: Dwight E. Brock, Clerk By: Date: Approved as to form and legal sufficiency: Assistant County Attorney Witness Typed Name and Title Witness Typed Name and Title BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Fred W. Coyle, Chairman Michael A. McGee, Landscape Archtitect. P.A. d.b.a. McGee & Associates By Typed Name and Title Packet Page -2008- Page 22 9/h 1/2012 Itern 16.4, 16. Rrc" i2 -589'' Landscape Arch,reciura' Service SCHEDULE A PURCHASE ORDER # Agreement for Fixed Term Landscape Architectural Services, Dated: 20_ (RFP 12 -5892) This Purchase Order is for professional landscape architectural services for work known as: Project Name: Project No: The work is specified in the proposal dated 20 which is attached hereto and made a part of this Purchase Order. In accordance with Terms and Conditions of the Agreement referenced above, Purchase Order # is assigned to: Scope of Work: As detailed in the attached proposal and the following: • Task I • Task II • Task III Schedule of Work: Complete work within days from receipt of the Notice to Proceed which is accompanying this Purchase Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): Negotiated Lump Sum Lump Sum Plus Reimbursable Costs Time & Material (established hourly rate — Schedule A) Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) Task 1 $ Task II $ Task III $ TOTALFEE $ Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "B" of the Master Agreement # 12- 589212 -5892. Project Manager Date Date A -1 Packet Page -2009- c� ._ 55�_'_ _an:: cF, ­ wmiccwra! Service: SCHEDULE B HOURLY RATE SCHEDULE Personnel Category Principal /Senior Landscape Architect - Senior Level Florida registered professional with 15 + years of experience Landscape Architect - Degreed Landscape professional from accredited University pre- registered or recently registered. Design Associates AutoCAD Technician Administrative Assistant, Secretary 9 1/X!12 Item 11.41, 1. Hourly Rate $135.00 $125.00 $ 85.00 $ 65.00 $ 55.00 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 on a project -by- project basis as needed. END OF SCHEDULE B C -1 Packet Page -2010- 9/11/2012 Item 16.A.16. R =r ,_ -589^ Lanascan< Arcnitectura! Service: SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self- insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or 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 C -2 Packet Page -2011- 9111 /2 C) i 2 (tern 1 E.A. 1 e. , - 5K' LFnasc -ne. N.rcnitecwr�' Service noticE. in the event of a reduction in the aggregate limit of any policy to be provided oy CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein; the OWNER may terminate the Agreement and any Purchase Orders issued pursuant to 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 C -3 Packet Page -2012- 9/11/2012 Item 16.x,.16, R�:c' 12 -5893 i_anascwe Hrchitectura' Service: Agreement or any Purchase Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Purchase Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than C -4 Packet Page -2013- 9!1112012 lterr, 16.A 1 E =- 92 -5892 _anascwn Architectural Senlice= five (5) years following the completion and acceptance by the OWNER, of the woh, under this Agreement. Limits of Liability shall not be less than the following: X General Aggregate $1,000,000 Products /Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 (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 designee. (3) The OWNER, Collier Count, 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 (6) 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 C -5 Packet Page -2014- 9/11/2012 Item 16.A.16. RFP 12 -5822 Landscar)e Architectural Service: AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non -owned or hired vehicle with limits of not less than X Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability 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 recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _X_ $1,000,000 each claim and in the aggregate Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. C -6 Packet Page -2015- 91' 1/2012 Item 1E.4. 16 Rte' LarascaDe Wrchitecwra! Service: (2) The CONSULTANT shall continue this coverage for a period of not iess than five (5) years following completion of all Services authorized under this Agreement. (3) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. 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. C -7 Packet Page -2016- 9/11/20`12 Item 16A.116, RPr 2 -589 -' Landsca[)E� Architectural Service: SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, 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 Fixed Term Landscape Architectural Services are accurate, complete and current as of the time of contracting. TITLE: 17::i D -1 Packet Page -2017-