Agenda 04/12/2011 Item #10E
4/12/2011 Item 10.E.
EXECUTIVE SUMMARY
Recommendation to approve contracts for Request for Proposal (RFP) 09-5262 - S
for Engineering Services for Collier County (estimated annual expenditures
$2,000,000).
OBJECTIVE: To obtain approval for contract execution from the Board of County
Commissioners for proposers identified in the selection process for RFP 09-5262-S to
facilitate the capital project program for Collier County.
CONSIDERATION: The Board of County Commissioners on June 23, 2009 directed staff
to re-solicit the various consulting and design contracts to offer local firms providing these
services an opportunity to be awarded work. Purchasing staff developed an RFP (RFP 09-
5262) that consolidated six major Engineering agreements into one Competitive Consultant
Negotiation Act (CCNA) solicitation and separated the engineering work into nine (9) major
Engineering disciplines including: Aerospace (AE), Chemical (CH), Coastal
Zone/Environmental (CZ), Electrical (EL), Materials Testing (MA), Mechanical (ME), Project
Management (PM), Structural (ST), and Civil (CI). The Board awarded these contracts on
March 9, 2010 (Item 10D).
On March 8, 2011 (Item 16 E5 moved to Item 101), the Board subsequently approved the
recommended ranked list firms identified below for RFP 09-5262-S for Engineering
Services for Collier County and directed staff to bring negotiated contracts to the Board for
approval.
Those identified firms include:
Sub- Recommended
discipline Contract
Modeling and 1. Carollo
Simulation 2. Tetra Tech
3. Greeley Hansen
4. AECOM
5 WilsonMiller Stantec
Permitting I 1 Wilson Miller Stantec
2. Johnson Engineering.
13 CH2MHill
4. Hole Montes
15 Q Grady Minor i
16 Davidson Engineering I
7. Agnoli Barber i
!
,8. RWA
Sub-discipline I Recommended Contract I
Instrumentation 1. Mckim & Creed
and Controls 2. Carollo
(including 13 Tetra Tech I
SCADA and 4. RKS Consulting I
Low Voltage) i5 Pelican Engineering
I Consultants I
Surveying and I 1 Agnoli Barber I
Mapping Hole Montes I
12 i
3 Wilson Miller Stantec
4. AIM Engineering
5. Johnson Engineering'
6. RWA
Note: Johnson Engineering. was selected for award in two of the new categories set
forth above. However, award of a new contract with Johnson Engineering was withheld
for approval by the Board, pending resolution of the dispute between the County over
performance issues pertaining to the design of the Goodland Boat Ramp. Following a
meeting with Johnson Engineering on March 31, 2011, a settlement agreement has been
reached pending approval by the Board of County Commissioners. As such, the contract
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4/12/2011 Item 10.E.
with Johnson Engineering will be presented to the Board for approval as a separate agenda
item.
Staff is recommending that the Board approves the attached contracts with the firms
identified above.
FISCAL IMPACT: Funds are available in various department budgets that use these
agreements
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated
with this Executive Summary.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attomey's
Office, requires majority vote, and is legally sufficient for Board action. - CMG
RECOMMENDATION: That the Board of Collier County Commissioners authorizes the
Chairman to sign the County Attomey approved contract(s) to the identified firms for 09-
5262 - S for Engineering Services for Collier County.
PREPARED BY: Scott Johnson, Procurement Strategist, Joanne Markiewicz, Acquisitions
Manager and Kelsey Ward, Contracts Manager, Purchasing Department
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4/12/2011 Item 10.E.
COLLIER COUNTY
Board of County Commissioners
Item Number: 10.E.
Item Summary: Recommendation to approve contracts for Request for Proposal (RFP) 09-
5262 - S for Engineering Services for Collier County (estimated annual expenditures
$2,000,000).
Meeting Date: 4/12/2011
Prepared By
Name: Markiewicz.!oanne
Title: Manager - Purchasing Acquisition,Purchasing & General Services
3/28/2011 12:29:] 5 PM
Submitted by
Title: Manager - Purchasing Acquisition,Purchasing & General Services
Name: Markiewiczloanne
3/28/2011 12:29:16 PM
Approved By
Name: SmithKristen
Title: Administrative Secretary,Risk Management
Date: 3/28/2011 12:43:16 PM
Name: JohnsonScott
Title: Purchasing Agent,Purchasing & General Services
Date: 3/29/20 I 1 10:41 :48 AM
Name: WardKelsey
Title: Manager - Contracts Administration,Purchasing & Ge
Date: 3/29/2011 11: 16:27 AM
Name: Carnell Steve
Title: Director - Purchasing/General Services.Purchasing
Date: 3/31/201 110:45:45 AM
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4/12/2011 Item 10.E.
Name: PriceLen
Title: Administrator - Administrative Services,
Date: 3/31/2011 12:21 :06 PM
Name: GreeneColleen
Title: Assistant County Attorney.County Attoll1ey
Date: 3/31/2011 1 :09:03 PM
Name: Klatzkow.1eff
Title: County Attorney,
Date: 4/1/2011 9:08:45 AM
Name: StanleyTherese
Title: Management/Budget Analyst, Senior,Office of Management & Budget
Date: 4/1/2011 5:37:28 PM
Name: OchsLeo
Title: County Manager
Date: 4/4/2011 8:44:] 7 AM
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4/12/2011 Item 10.E.
Contract 09-5262-S
"County- Wide Engineering Services" - Modeling and Simulation (SMS);
Permitting (SPE); Surveying and Mapping (SSM)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and WilsonMiller, Inc. authorized to do
business in the State of Florida, whose business address is 3200 Bailey Lane, Suite 200, Naples,
Florida 34105 (hereinafter referred to as the "CONS UL T ANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Modeling and Simulation (SMS)
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2. Permitting (SPE)
3. Surveying and Mapping (SSM),
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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be .
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
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1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
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1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
such licenses as are required to do business in the State of Florida and in Collier County, Florida,
including, but not limited to, all licenses required by the respective state boards and other
govemmental 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 John C. English, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by thE"
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.__ CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
Jf professional engineering 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, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
nder the subject Work Order.
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1.7.1 The Owner 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 Owner 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
Owner 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 Owner 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 L
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)
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_GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
. "rocedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
ritten notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
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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 adjustmen,
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSUL TANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
"ervices as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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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-out::"
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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" provisior
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
.').1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
Jproval of invoices submitted on or after the date of services or within six (6) months after
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completion of contract. Any untimely submission of invoices beyond the specified deadline period is
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 WOI.
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
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Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (Ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
..Joy CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
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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 Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technic.
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSUL TANT. 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 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
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>_ Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perfonm 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 infonmation to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7 .1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
,udit, 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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
-payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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 insure
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as to the operations of CONSUL T ANT 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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
'.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 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be perfonmed 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 Work Order shall be a Schedule that lists all of the key personnel
CONSUL TANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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, t
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4/12/2011 Item 10.E.
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
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
"lothing 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 Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
_OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (c..
CONSUL TANT'S failure to begin Services under any particular Work Order within the times specified
under that Work 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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_J2.3 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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
"''Tlited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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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 writtel I
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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (Ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days writte'
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-in-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
ompensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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4/12/2011 Item 10.E.
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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011 Item 10.E.
_ 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:
Wilson Miller, Inc.
3200 Bailey Lane, Suite 200
Naples, FL 34105
Phone: (239) 649-4040; Fax: (239) 643-5716
John C. English, PE, LEED AP
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
CONSUL T ANT 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.
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4/12/2011/tem 10.E.
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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funde,
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4/12/2011 Item 10.E.
by the United States government. Any suit or action brought by either party to this Agreement against
[he 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 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
.- 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. CONSULTANTS compensation as set forth in each
subsequently issued Work 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
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4/12/2011 Item 10.E.
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
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 tr
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.
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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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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4/12/2011 Item 10.E.
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement fo
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
Assistant County Attorney
WilsonMiller, Inc.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Modeling and Simulation;
Permitting; Surveying and Mapping)
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
* Task I
* Task II
* Task 111
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task 111
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director. Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
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SCHEDULE B
RATE SCHEDULE
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SCHEDULE B
WILSONMILLER, INC. SCHEDULE OF FEES
Effective January 1, 2011
Staff Level
Level 1
Leveli
LevelS
Level 4
Level 5
Level 6
Level 7
Level 8
Level 9
Level 10
Level 11
Level 12
Level 13
Level 14
Level 15
Level 16
Level 17
Level 18
Level 19
1 Person Field Crew
2 Person Field Crew
3 Person Field Crew
4 Person Field Crew
Rate
$ 49.00
$ 56.00
$ 62.00
$ 69.00
$ 76.00
$ 83.00
$ 91.00
$ 100.00
$ 108.00
$118.00
$ 143.00
$ 157.00
$172.00
$ 187.00
$ 202.00
$ 215.00
$ 231.00
$ 273.00
$ 354.00
$ 85.00
$ 125.00
$ 155.00
$ 175.00
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 firm on a project by project basis as
needed.
217f2011 - JVEGA
21 56\I'88OUrce\~rtIPOS81 fonns\\lbl_wm-sd'ledulfK)f..feMjul-2011
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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
CONSUL TANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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4/12/2011 Item 10.E.
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)
$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
(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
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4/12/2011 Item 10. E.
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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. CONSUL TANT 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
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x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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.
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VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, WilsonMiller, 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 09-5262-S
"County Wide Engineering Services" are accurate, complete and current as of the
time of contracting.
WilsonMiller, Inc.
BY:
TITLE:
DATE:
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4/12/2011 Item 10.E.
Contract 09-5262-S
"County- Wide Engineering Services" - Permitting (SPE); Surveying and Mapping (SSM)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and Agnoli, Barber & Brundage, Inc.
authorized to do business in the State of Florida, whose business address is 7400 Tamiami Trail
North, Naples, Florida 34108 (hereinafter referred to as the "CONSUL TANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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),
,lakes 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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE)
2. Surveying and Mapping (SSM),
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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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSUL TANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a writte
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4/12/2011 Item 10.E.
Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 Dominick J. Amico, Jr., PE as its Principal in Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Ordb.
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSUL TANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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
'"~tandards of professional practice in the State of Florida, as well as in accordance with all applicable
laws, statutes, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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,
complete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
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4/12/2011 Item 10.E.
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 Owner 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
Owner 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 Owner 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 infonmation concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of it
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. lnfonmation 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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
'he costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
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
.J its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all suc.
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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4/12/2011 Item 10.E.
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
,overnment or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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4/12/2011 Item 10.E.
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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4/12/2011 Item 10.E.
_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 March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
""lgrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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4/12/2011/tem 10.E.
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall bf'
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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4/12/2011 Item 10.E.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
^"eimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of sucr
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 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
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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 tenmination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
.nay 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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSUL T ANT 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 insure'
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__ 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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
J.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 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 Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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, t
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
1 0.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
-'othing 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 Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
-OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (0,
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such tenmination for convenience, CONSULTANT'S recovery against OWNER shall be
';mited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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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 Work Order or such other time as required
by Florida's Prompt Payment Act or (iI) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days writter
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-in-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
,;ompensation for CONSULTANTS services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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._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
Phone: (239) 597-3111; (239) 566-2203
Attn: Dominick J. Amico, Jr., PE
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.
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.
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4/12/2011/tem 10.E.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in thi"
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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services fundel..
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4/12/2011 Item 10.E.
by the United States government. Any suit or action brought by either party to this Agreement against
(he 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 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
r 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
subsequentiy issued Work 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
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4/12/2011 Item 10.E.
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
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 thr
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.
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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 sea. 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 Owner 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 fc
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
Assistant County Attorney
Agnoli, Barber & Brundage, Inc.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services. Dated . 2011 (RFP/Bid 09-5262-S Permitting;
Surveying and Mapping)
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scooe of Work: As detailed in the attached proposai 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
Work Order.
Comoensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposaL (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator. Division
Date
ACCEPTED BY: Company name
Signature of Authorized Com pany Officer
Date
Type or Print Name and Title
A-1
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4/12/2011 Item 10.E.
SCHEDULE B
RATE SCHEDULE
B-1
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4/12/2011 Item 10.E.
Schedule B
Contract No: 09-52628 Gounty Wide Engineering Services (ABB)
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
Senior Project Manager
$165
$148
Project Manager
Senior Engineer
$155
Engineer
$119
$85
$65
$140
$110
$115
$100
$'15
$145
$100
$60
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
$130
CADD Technician
$85
$130
$160
$180
Survey Crew - 2 man
Survey Crew - 3 mar.
SU1'.'ey Crew - 4 mar.
7h~5 !:st is ret intended tc be a;i-bc~:..:stve Hourly ra~~ fees fOi c~he~ categories of ;:;:oresSloilat, SI.}PP::--(
and other services shalj be mutua!!y negotiated by tn~ County and iim or a prcje:;! 0)1 =~JJ;f;:~ oaS15 as
needeG.
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4/12/2011 Item 10.E.
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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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4/12/2011 Item 10.E.
contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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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
CONSUL TANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSUL TANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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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)
$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
(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
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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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
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x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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.
CONSUL TANT 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.
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VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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(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.
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SCHEDULE D
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
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
Agnoli, Barber & Brundage, Inc.
BY:
TITLE:
DATE:
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Contract 09-5262-S
"County- Wide Engineering Services" - Modeling and Simulation (SMS)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and AECOM Technical Services, Inc.
authorized to do business in the State of Florida, whose business address is 4415 Metro Parkway,
Suite 404, Fort Myers, Florida 33916 (hereinafter referred to as the "CONSUL T ANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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),
lakes 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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Modeling and Simulation (SMS),
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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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a writte
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4/12/2011 Item 10. E.
Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 Lee Grant, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT w,.
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSUL TANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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
'tandards of professional practice in the State of Florida, as well as in accordance with all applicable
laws, statutes, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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,
.complete and/or deficient documents, failure to comply with local, state and/or federal requirements
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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 Owner 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
Owner 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 Owner 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 it.
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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
-'l1e costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
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
) its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all sue.
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
Jovernment or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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__ 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 March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
-reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of sue"
Project Documents are to be delivered by CONSUL TANT. 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 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
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...Jask. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
nay 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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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4/12/2011 Item 10.E.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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 insurE
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4/12/2011 Item 10.E.
_ 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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
1.3.5 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 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 Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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, t
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4/12/2011 Item 10.E.
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
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
. 'lothing 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 Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
_OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to . the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (0,
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSUL T ANT seven (7) calendar days written notice of the material default.
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_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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
-"mited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (Ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days writte
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
ompensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011 Item 10.E.
'_ 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:
AECOM Technical Services, Inc.
4415 Metro Parkway, Suite 404
Fort Myers, FL 33916
Phone: (239) 278-7996; Fax: (239) 278-0913
Attn: Lee Grant, P.E.
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.
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.
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4/12/2011/tem 10.E.
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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services fundel.
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4/12/2011 Item 10.E.
_ 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 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
Jr making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and
deliver to OWNER the Truth-in-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
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
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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
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 th
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.
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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 Owner 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 fc
County Wide Engineering Services the day and year first written above.
ATTEST:
Dwight E. Brock, Clerk
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
Assistant County Attomey
AECOM Technical Services, Inc.
Witness
By:
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
, 2011 (RFP/Bid 09-5262-S Modeling and Simulation)
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work 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
Work Order.
Compensation: in accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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4/12/2011 Item 10.E.
SCHEDULE B
RATE SCHEDULE
B-1
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4/12/2011 Item 10.E.
SCHEDULE B
Collier County
Contract No: 09-S262-S County Wide Engineering Services (Modeling and Simulation)
Standard Hourly Rate Schedule
AECOM Technical Services, Inc. (Revised 3/15/11)
Enmneers Planners .nd Scientists rE!p/&\
.
JobT1tle 8111I... Rate .ob....... Bi'lin~ .....
E/P/S I $90.00 Prolect E/P/S III $150.00
E/P/5 II $95.00 Project Mena-;;;' I $165.00
E/p/S III $110.00 ProJect Mana...r II $185.00
E/P/S IV $U2.OO Project Manam III $210.00
E/P/S V $125.00 Principal I $220.00
Project E/P/S I $127.00 Princioelll $265.00
Proiect E/P!S II $135.00
Technk:aI/Oftsl2ner Personnel:
JobT1tle Bllli
Designer I
Desi ner II
Desl ner III
Rate
$92.00
$105.00
$122.00
Des ner IV
Designer SUpervisor
$125.00
$152.00
CADO Personnel:
JobT1tle
CADD Technician
BIRI Rote
$87.00
CAOD Operator IV
$125.00
Administrative Personnel:
JobT1tle
AdmInistrative Assistant I
Administrative Assistant II
Administrative Assistant III
Blftl Rote
$53.00
$65.00
$92.00
Other Tedlnlal Staff:
JobT1tle BIBing Rate BIIII'" Rat.
GIS Technician $70.00 GIS Specialist III $90.00
GIS Soeclall,t I $72.00 GIS Soeclallst IV $120.00
GIS Soeclali,11I $85.00
Construction Inmettion'
JobT1tle Blline _ Job ".,- 8111- .....
Resident Engineer I $90.00 Inspector I $70.00
Resident Engineer II $105.00 Inspector II $78.00
Resident Engineer III $U8.OO Ins.;-eclor III 597.00
SUNewlnllr Staff:
Job T1tIe Blllng Rale . 'ob TItle BiRi... Rote
Survey Tedmic~n I $55.00 Two Man Crew $130.00
Pa"" Chief \I $80.00 Three Man Crew $160.00
Surveyor I $110.00 GPS Crew $180.00
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shaH be mutually negotiated by the County and firm on a project by project basis as
needed.
Packet Page -1056-
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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4/12/2011 Item 10.E.
~
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
CONSUL TANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance 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 policies required shall be
~ provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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4/12/2011 Item 10.E.
contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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4/12/2011 Item 10.E.
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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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4/12/2011 Item 10.E.
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)
$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
(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
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4/12/2011 Item 10.E.
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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4/12/2011 Item 10.E.
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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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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4/12/2011 Item 10.E.
(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
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4/12/2011 Item 10.E.
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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. CONSUL TANT 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.
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4/12/2011 Item 10.E.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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4/12/2011 Item 10.E.
(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,
CONSUL TANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as
named insureds.
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4/12/2011 Item 10.E.
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, AECOM Technical Services, 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
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
AECOM Technical Services, Inc.
BY:
TITLE:
DATE:
D-1
Packet Page -1067-
4/12/2011 Item 10.E.
Contract 09-5262-S
"County- Wide Engineering Services" - Surveying and Mapping (SSM)
THIS AGREEMENT is made and entered into this _ day of 2011, 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 "OWNER") and AIM Engineering & Surveying, Inc.
authorized to do business in the State of Florida, whose business address is 5300 Lee Boulevard,
Lehigh Acres, Florida 33971 (hereinafter referred to as the "CONSUL TANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 politic"
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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Surveying and Mapping (SSM),
Packet Page -1068-
4/12/2011 Item 10. E.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
nerein, 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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
-the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
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4/12/2011 Item 10.E.
Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
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4/12/2011 Item 10.E.
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 Michael R. Adams, PE as its Principal in Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
;ONSUL TANT on all matters arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
.Jproval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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4/12/2011 Item 10.E.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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 applicabl
laws, statutes, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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 requirement
5
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4/12/2011 Item 10.E.
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 Owner 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
Owner 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 Owner 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
jervices 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.
6
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4/12/2011 Item 10.E.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSUL TANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure tr
obtain such prior written approval for Additional Services will be deemed: (I) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
7
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4/12/2011 Item 10.E.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
8
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4/12/2011 Item 10.E.
objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSUL TANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSUL T ANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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-out~.
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_ then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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
~ompletion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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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 March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to fumish to OWNER, after the end of each calendar month, or as specified in the Worl-
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
Jrder and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT. on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
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
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4/12/2011 Item 10.E.
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 concem or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during norm<-
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSUL TANT 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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
lreement shall name Collier County Government, Collier County, Florida, as an additional insured
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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
CONSUL TANT 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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall b
construed in accordance with the laws of the State of Florida.
9.4 CONSUL TANT, 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 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
.lIithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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4/12/2011 Item 10.E.
be bound to the CONSULTANT by the terms of this Agreement and any sUbsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
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 OWNEc
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSUL TANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
,vhole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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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, 01
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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders ~
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
-tJwner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule 0, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac,
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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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 Uniteo
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
AIM Engineering & Surveying, Inc.
5300 Lee Boulevard
Lehigh Acres, FL 33971
Phone: (800) 226-4569; (239) 332-8734
Attn: Michael R. Adams, PE
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.
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.
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.... 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
. f)e 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 WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule 0 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,
.nd by such laws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011 Item 10.E.
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 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
1 9.1 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 ar,.
deliver to OWNER the Truth-in-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
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
27
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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
decision-making authority and by OWNER'S staff person who would make the presentation of any
~ettlement 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.
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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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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'N WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
\ssistant County Attorney
AIM Engineering & Surveying, Inc.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
. 2011 (RFP/Bid 09-5262-S Surveying and Mapping)
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work 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
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director. Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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SCHEDULE B
RATE SCHEDULE
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Schedule B
Contract No: 09-52629 'County Wide Engineering Services ( AIM)
Standard Hourly Rate Schedule for all disciplines
Personnel CateQorv
Standard Hourlv Rate
Project Manager
$195
$165
$148
Principal
Senior Project Manager
Senior Engineer
$155
S119
Engineer
Senior Inspector
$85
Inspector
$65
Senior Planner
$140
$110
Planner
Senior Designer
$115
Designer
$100
$115
Environmental Specialist
Senior GIS Specialist
$145
GIS Specialist
$100
Clerical
$50
Surveyor and Mapper
$130
CADD Technician
$85
$~30
$160
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
$180
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 firm on a project by project baSIS as
needed.
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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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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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)
$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
(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
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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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
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4/12/2011 Item 10.E.
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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,
CONSUL TANT 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,
CONSUL TANT 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.
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VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, AIM Engineering & Surveying, 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 09-5262-S "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
AIM Engineering & Surveying, Inc.
BY:
TITLE:
DATE:
D-1
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Contract 09-5262.S
"County. Wide Engineering Services" - Modeling and Simulation (SMS);
Instrumentation and Controls (Including SCADA & Low Voltage) (SIN)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and Carollo Engineers, Inc., authorized to
do business in the State of Florida, whose business address is 401 North Cattlemen Road, Suite 306,
Sarasota, Florida 34232 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Modeling and Simulation (SMS); and
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4/12/2011 Item 10.E.
2. Instrumentation and Controls (Including SCADA & Low Voltage) (SIN),
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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
.onformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
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1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSUL T ANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
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1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
such licenses as are required to do business in the State of Florida and in Collier County, Florida,
including, but not limited to, all licenses required by the respective state boards and other
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 Robert S. Cushing, PhD, PE, BCEE as its Principal in
Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
....whatever time is required to satisfactorily manage the services to be provided and performed by the
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CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSUL TAN.
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, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
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4/12/2011 Item 10.E.
1.7.1 The Owner 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 Owner 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
Owner 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 Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
Jrganization, 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 AutoCAO Digital Exchange File (OXF) format on a CO or OVO, 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)
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GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSUL TANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangerinr
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSUL TAN
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._-. knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
'he effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to itc
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own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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
-"!xtension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performin9
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Service"
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months aft(
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_ completion of contract. Any untimely submission of invoices beyond the specified deadline period is
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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
3ervices, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
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Specifications, including duplicate sets at the completion of each Work Order for thp
OWNER'S review and approval.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSUL TANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximur
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_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 Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
otes, tracings, plans, Auto CADO files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
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
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Documents to complete the subject project or task following CONSULTANT'S termination for an"
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary durir,,,
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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
greement shall name Collier County Government, Collier County, Florida, as an additional insured
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4/12/2011 Item 10E
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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance pOlicies shall be fully performable in Collier County, Florida, and shall b
construed in accordance with the laws of the State of Florida.
9.4 CONSUL TANT, 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
nigher.
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
Jithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Worlt
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any sUbsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSUL T ANT 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 OWNE
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSUL TANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
~hole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders s
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (Ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
'Vork 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 Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
~.''")wner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-in-Negotiation Certificate, attached hereto and incorporated
herein as Schedule 0, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac,
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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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.
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, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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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 Uniteo
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Carollo Engineers, Inc.
401 North Cattlemen Road, Suite 306
Sarasota, FL 34232
Phone: (941) 371-9832; Fax: (941) 371-9873
Attn: Robert S. Cushing, PhO, PE, BCEE
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.
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.
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^' 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
- fJe 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 WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule 0 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,
nd by such laws, rules and regulations of the United States as made applicable to Services funded
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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 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 an,
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule O. CONSULTANT'S compensation as set forth in each
subsequently issued Work 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
27
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4/12/2011 Item 10.E.
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 T\NO 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
decision-making authority and by OWNER'S staff person who would make the presentation of any
~ettlement 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.
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4/12/2011 Item 10.E.
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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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4/12/2011 Item 10.E.
\I WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
ssistant County Attorney
Carollo Engineers, Inc.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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4/12/2011 Item 10.E.
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Modeling and Simulation;
Instrumentation and Controls (including SCADA & Low Voltage))
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work 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
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director. Department Name
Date
APPROVED BY:
Division Administrator. Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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4/12/2011 Item 10.E.
SCHEDULE B
RATE SCHEDULE
B-1
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C C#fI......
s _ .._~ ........._111IIIr*
SCHEDULE B
CAROLLO ENGINEERS, INC.
Collier County #09-5262-5 "County Wide Engineering Services" - Modeling & Simulation;
Instrumentation & Controls (including SCADA & Low Voltage)
FEE SCHEDULE
As of March 14, 2011
Hourtv Rate
Engineers/Scientists
Assistant Professional
Professional
Project Professional
Lead Project Professional
Senior Professional
Technicians
Technicians
Senior Technicians
Support Staff
Document Processing / Clerical
$134.00
167.00
198.00
214.00
235.00
104.00
146.00
90.00
Expert Witness
Rate x 2.0
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 firm on a project by project basis as
needed.
_nlICGIIiedCa_.sFoe__
401 N. Cattlemen Road, Suite 306, Sarasola. Aorida 34232
P.941.371.9832 F.941.371.9873
carollo_
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4/12/2011 Item 10.E.
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 a properly executed Certificate(s) of
insurance 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
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contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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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)
$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
(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
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4/12/2011 Item 10.E.
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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4/12/2011/tem 10.E.
CONSULTANT. Oeductibles 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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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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4/12/2011 Item 10.E.
(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
c-?
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4/12/2011 Item 10.E.
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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.
CONSUL TANT 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,
CONSUL TANT 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.
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4/12/2011 Item 10.E.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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4/12/2011 Item 10.E.
(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.
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4/12/2011 Item 10.E.
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Carollo Engineers, 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, conceming
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
Carollo Engineers, Inc.
BY:
TITLE:
DATE:
D-1
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4/12/2011 Item 10.E.
Contract 09-5262-S
"County- Wide Engineering Services" - Permitting (SPE)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and CH2M Hill, Inc. authorized to do
business in the State of Florida, whose business address is 5801 Pelican Bay Boulevard, Suite 505,
Naples, Florida 34108 (hereinafter referred to as the "CONSULTANT'').
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 politico
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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE),
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4/12/2011 Item 10.E.
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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
-- the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
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4/12/2011 Item 10.E.
Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
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4/12/2011 Item 10.E.
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 Alan Bollinger, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
natters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
,:>proval, and if so removed must be immediately replaced with a person acceptable to OWNER.
4
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4/12/2011 Item 10.E.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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 applicab'
laws, statutes, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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 requirement
5
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4/12/2011 Item 10.E.
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 Owner 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
Owner 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 Owner 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
Jervices 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 AutoCAO Digital Exchange File (OXF) format on a CD or OVO, 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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSUL TANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure t
obtain such prior written approval for Additional Services will be deemed: (I) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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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
CONSUL TANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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-out~,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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
'-:ompletion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or anv
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Wor'
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
Jrder and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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4/12/2011 Item 10.E.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (Ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CAOO files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
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
14
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4/12/2011 Item 10.E.
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during norm.
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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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4/12/2011 Item 10.E.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
. greement shall name Collier County Government, Collier County, Florida, as an additional insured
16
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4/12/2011 Item 10.E.
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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall b
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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4/12/2011 Item 10.E.
_,9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
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
Jithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any sUbsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
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 Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
Jhole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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4/12/2011 Item 10.E.
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, 01
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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders s
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
~"0wner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-in-Negotiation Certificate, attached hereto and incorporated
herein as Schedule 0, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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4/12/2011 Item 10.E.
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
MODI FICA TION
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.
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 Fiorida
Purchasing Department
3327 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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--, -,---<..__.,._._.._-~--
4/12/2011 Item 10.E.
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 Unitea
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
CH2M Hill, Inc.
5801 Pelican Bay Blvd., Suite 505
Naples, FL 34108
Phone: (239) 596-1715; (239) 596-2579
Attn: Alan Bollinger, PE
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
CONSUL T ANT 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.
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4/12/2011 Item 10.E.
_ 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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule 0 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,
.nd by such laws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011 Item 10.E.
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 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 anc
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule O. CONSUL TANT'S compensation as set forth in each
subsequently issued Work 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
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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
decision-making authority and by OWNER'S staff person who would make the presentation of any
-~ettlement 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.
2B
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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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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'N WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
By:
Fred Coyle, Chairman
Date:
Approved as to form and
legal sufficiency:
\ssistant County Attorney
CH2M Hill, Inc.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
, 2011 (RFP/Bid 09-5262-S Permitting)
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work 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
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursabie Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A.1
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SCHEDULE B
RATE SCHEDULE
B-1
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SCHEDULE B
CH2M HILL Rate Schedule
RFP# 09.5262.S
County Wide Enaineerinq Services (Permittinq)
Professional
Principal
Chief Engineer
Senior Project Manager
Project Manager
Senior Engineer
Senior GIS Specialist
Senior Planner/Environmental Scientist V
Engineer III
Senior Designer
Planner/Environmental Scientist III
Engineer I
GIS Specialist III
Design Technician
Planner/Environmental Scientist I
CADD Technician
GIS Specialist I
Administrative Assistant
Clerical
Hourlv Rate
$ 195.00/hr.
$ 175.00/hr.
$ 170.00/hr.
$ 160.00/hr.
$ 155.00/hr.
$ 145.00/hr.
$ 140.00/hr.
$ 125.00/hr.
$ 120.00/hr.
$ 115.00/hr.
$ 11 O.OO/hr.
$ 105.00/hr
$ 105.00/hr.
$ gO.OO/hr.
$ 85.00/hr.
$ 75.00/hr,
$ 65.00/hr,
$ 60.00/hr.
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 Collier
County Staff and CH2M HILL on a project by project basis as needed
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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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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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.
(g) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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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)
$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
(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
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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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
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x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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. CONSUL TANT 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.
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VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, CH2M Hill, 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 09-5262-S
"County Wide Engineering Services" are accurate, complete and current as of the
time of contracting.
CH2M Hill, Inc.
BY:
TITLE:
DATE:
D-1
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Contract 09-5262-S
"County- Wide Engineering Services" - Permitting (SPE)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and Davidson Engineering, Inc.
authorized to do business in the State of Florida, whose business address is 3530 Kraft Road, Suite
301, Naples, Florida 34105 (hereinafter referred to as the "CONSUL TANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 politicc
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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE),
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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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSU L T ANT pursuant to this Agreement shall be in
confonmance with the scope of services, which shall be described in a Work Order issued pursuant to
-the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1,2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order, Any Services provided by CONSULTANT without a written
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Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
,;uch 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 Jeff L. Davidson, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
.atters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
lproval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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 applicab'
laws, statutes, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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 requirement
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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 Owner 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
Owner 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 Owner 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
,ervices 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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure tr
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements.
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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,
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_ then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or anv
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Worl'
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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_<. subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
..)rder and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5,5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (I) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order, CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use,
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
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
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7 .1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during norm,-
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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
.~. greement shall name Collier County Government, Collier County, Florida, as an additional insured
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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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall t.
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
nigher.
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
,ithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
rbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
1 0.4 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 OWNE"
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
Ihole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSUL T ANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it i!':
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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders f
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
"''Vork 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 Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
'.()wner.
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4/12/2011 Item 10.E.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage; gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and ear..
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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4/12/2011/tem 10.E.
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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011 Item 10.E,
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 Uniteo
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Davidson Engineering, Inc.
3530 Kraft Road, Suite 301
Naples, FL 34105
Phone: (239) 434-6060; Fax: (239) 434-6084
Altn: Jeff L. Davidson, PE
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.
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.
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4/12/2011 Item 10.E.
_ 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
,fJe 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 WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
old by such laws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011 Item 10.E.
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 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 an,
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
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
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4/12/2011 Item 10.E.
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
decision-making authority and by OWNER'S staff person who would make the presentation of any
-ettlement 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.
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4/12/2011 Item 10.E.
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 sea. 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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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4/12/2011 Item 10. E.
'N WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
\ssistant County Attorney
Davidson Engineering, Inc.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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4/12/2011 Item 10.E.
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
, 2011 (RFP/Bid 09-5262-S Permitting)
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work 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
Work Order,
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following methodes): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates,
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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4/12/2011 Item 10.E.
SCHEDULE B
RATE SCHEDULE
B-1
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4/12/2011/tem 10,E.
".."..'....e
,'.:':"""'4;; .
lb"
DAVIDSON
SCHEDULE B
Contract No. 09-5262-S "County Wide Engineering Services (Permitting)"
Standard Hourly Rate Schedule for all disciplines
Personnel Cate!!orv
Standard Hourlv Rate
Principal
Senior Project Manager
Project Manager
Senior Engineer
$195
$165
$148
$155
Senior Inspector
inspector
Senior Planner
$119
$85
$65
Engineer
Planner
Senior Designer
Designer
Senior Environmental Specialist
Environmental Specialist
Senior GiS Specialist
GiS Specialist
Senior Project Coordinator
Project Coordinator
Clerical
$140
$110
$115
$100
$145
$115
$145
$100
$85
$75
$60
Attendance at Public Hearings/Public Meetings
Expert Witness Testimony
(1.5 x Billing Rate)
(1.5 x Billing Rate)
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 firm on a project by project basis as needed.
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4/12/2011 Item 10.E.
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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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4/12/2011 Item 10.E.
contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSUL TANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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4/12/2011 Item 10.E.
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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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4/12/2011 Item 10.E.
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)
$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
(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
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4/12/2011 Item 10.E,
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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4/12/2011 Item 10.E.
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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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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4/12/2011 Item 10.E.
(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. CONSUL TANT 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
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4/12/2011 Item 10.E.
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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.
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4/12/2011 Item 10.E.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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4/12/2011 Item 10.E.
(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.
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4/12/2011 Item 10.E.
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Davidson 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
09.5262.S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
Davidson Engineering, Inc.
BY:
TITLE:
DATE:
D-1
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4/12/2011 Item 10.E.
Contract 09-S262-S
"County- Wide Engineering Services" - Modeling and Simulation (SMS)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and Greeley and Hansen LLC, authorized
to do business in the State of Florida, whose business address is 1567 Hayley Lane, Suite 201, Fort
Myers, Florida 33916 (hereinafter referred to as the "CONSUL TANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 politico.
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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Modeling and Simulation (SMS),
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4/12/2011 Item 10. E.
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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
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~
Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 Robert H. Garland as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
latters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
)proval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1,7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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 applicab'
laws, statutes, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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 requirement
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._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 Owner 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
Owner 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 Owner 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
,ervices 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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure tr
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order: and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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
'.-'ompletion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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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 March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Worl<
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5,2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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_ subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5,3.1 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 Work
Jrder and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3,2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSUL TANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (Ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
... Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSUL TANT. 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 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
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law: provided, however, such activity shall be conducted only during norm,-
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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
'-\greement shall name Collier County Government, Collier County, Florida, as an additional insured
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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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall t
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
,ligher.
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
'ithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any sUbsequently issued Work
Order, and to assume toward the CONSULTANT all the obiigations and responsibilities which thb
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
1 0.4 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 OWNEP
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
thole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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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, 0,
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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders sr
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
j-lrovided 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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistentiy fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
'\lIJork 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 Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
.I)wner.
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4/12/2011 Item 10.E.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011 Item 10.E.
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSUL TANT shall be made in writing and shall be delivered by hand, by fax or by the Uniteu
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Greeley and Hansen LLC
1567 Hayley Lane, Suite 201
Fort Myers, FL 33916
Phone: (239) 226-9660; (239) 226-9663
Attn: Robert H. Garland
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.
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.
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4/12/2011 Item 10.E.
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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
ld by such laws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011 Item 10.E.
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 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 an
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
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
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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
decision-making authority and by OWNER'S staff person who would make the presentation of any
---<;ettlement 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.
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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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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.- \J WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
- \ssistant County Attorney
Greeley and Hansen, LLC
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
, 2011 (RFPtBid 09-5262-S Modeling and Simulation)
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work 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
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): ~Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs ~Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator. DiVision
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
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SCHEDULE B
RATE SCHEDULE
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SCHEDULE B
Contract No. 09-5262-S "County Wide Engineering Services (Modeling & Simulation)
Greeley & Hansen
Standard Hourly Rate Schedule for all Disciplines
March 2011
Personnel Cateaorv
Standard Hourly Rate
Principal
$250
Senior Project Manager
$220
PrOject Manager
$190
$160
Senior Engineer
Engineer
$120
Senior Inspector
$100
Inspector
$ 80
Senior Designer
$115
Designer
$100
Senior GIS Specialist
$145
GIS Specialist
$100
Clerical
$ 65
CAD Technician
$ 85
This list is not intended to be alHncluslve. Hourly rate fees for other categones of professional. support
and other services shall be mutually negotiated by the County and firm on a project by prOject basis as
needed.
F:\0795_Collier Cour1ty\BD\09-5262.S SUPPLEMENTAL ENGINEERING SE;;\.VICES\Coiller Rate Scheciule,Dco.
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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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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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)
$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
(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
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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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
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4/12/2011/tem 10.E.
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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.
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VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Greeley and Hansen LLC 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
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
Greeley and Hansen LLC
BY:
TITLE:
DATE:
D-1
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Contract 09-5262-S
"County- Wide Engineering Services" - Permitting (SPE); Surveying and Mapping (SSM)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and Hole Montes, Inc. authorized to do
business in the State of Florida, whose business address is 950 Encore Way, Naples, Florida 34104
(hereinafter referred to as the "CONSUL TANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 politicc.
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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE)
2. Surveying and Mapping (SSM),
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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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
.. the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
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Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 George H. Hermanson as its Principal in Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
~ONSUL TANT on all matters arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
.pproval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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 applicabl'
laws, statutes, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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 requiremenl
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. 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 Owner 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
Owner 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 Owner 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
jervices 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 Fiorida
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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSUL TANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure tr
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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 10ck-outE
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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 eariy completion, as well as claims based on late
~ompletion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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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 March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as speCified in the Wor~
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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_subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
Jeemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, houriy
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
Jrder and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
--Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
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
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during norm,
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSUL TANT 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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
-'\greement shall name Collier County Government, Collier County, Florida, as an additional insured
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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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall b
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
nigher.
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
lithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
'Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which thb
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
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 OWNEF'
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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4/12/2011 Item 10.E.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
vhole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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4/12/2011 Item 10.E.
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, 0,
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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders sr
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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4/12/2011 Item 10.E.
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 Work Order or such other time as required
by Florida's Prompt Payment Act or (Ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (Ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
"lIJork 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 Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
J)wner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-in-Negotiation Certificate, attached hereto and incorporated
herein as Schedule 0, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011/tem 10.E.
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 UniteQ
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Hole Montes, Inc.
950 Encore Way
Naples, FL 34104
Phone: (239) 254-2000; (239) 254-2099
Attn: George H. Hermanson
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
CONSUL TANT 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.
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4/12/2011 Item 10.E.
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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
nd by such laws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011 Item 10.E.
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 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
1 9.1 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 an
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
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
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4/12/2011 Item 10.E.
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
decision-making authority and by OWNER'S staff person who would make the presentation of any
^"'iettlement 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.
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4/12/2011 Item 10.E.
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 seo. 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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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4/12/2011 Item 10.E.
-'N WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
\ssistant County Attorney
Hole Montes, Inc.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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4/12/2011 Item 10.E.
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated . 2011 (RFP/Bid 09-5262-S Permitting;
Surveying and Mapping)
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work 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
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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4/12/2011 Item 10.E.
SCHEDULE B
RATE SCHEDULE
B-1
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4/12/2011 Item 10.E.
SCHEDULE B
HOLE MONTES, INC.
PROFESSIONAL FEE SCHEDULE
Date: March 14, 2011
Project: Collier COUDty
Senior Principal Engineer IX..................................................................... 5210.00 pe.r hour
Principal Engineer vm....................................................... ....................... $195.00 per hour
Engineer VIL...................................................-.......................................... $170.00 per hour
Engineer VI.................................................... .................................... ........ $155.00 per hour
Engineer V ............................................................... .................................. $140.00 per hour
Engin= IV ................................................................................................ $130.00 per hour
Engineer m ......_.............................................. ........................................... $115.00 per hour
Engineer IT ...................................................... ........................................... $100.00 per hour
Engineer I................................................................................................... $ 90.00 per hour
Envirnmn""tal Operations Specialist......................................................... $ 90.00 per hour
P=itting Coordinator ......................._...................................................... 5 75.00 per hour
Senior J ...,,,locape Architect ....................................................................... $135.00 per hour
Landscape Designer IT ............................................................................... $115.00 per hour
Landscape Designer 1...................................... ........................................... $ 80.00 per hour
Senior Designer............................................... ........................................... $ 95.00 per hour
Designer ...................................................................................................... $ 85.00 per holJI'
Senior Computer Technician .....................................................................$ 75.00 per holJI'
Computer Technici8n................................................................................. $ 65.00 per hour
Senior Contract Administrator ........................................... ........................ $105.00 per hour
Contract Administrator .............................................................................. $ 90.00 per hour
Senior Construction Field Representative ...._............................................ $ 85.00 per hour
Construction Field Representative............................................................. $ 70.00 per hour
Senior Plauner ............................................................................................ 5155.00 per hour
Planner .......... ............................................................................................. $ 90.00 per hour
Principal Surveyor ..................................................................................... $145.00 per hour
Senior Surveyor ........................................,................ ................................ $130.00 per hour
Surveyor ................................................... .................................................. $110.00 per bolJI'
2 Person Survey Crew................................................................................ $130.00 per hour
3 Person Survey Crew................................................................................ $160.00 perbour
4 Person Survey Crew...........................................-.................................... 5180.00 per hour
GPS Operator .............................................. ......................_........................ $100.00 per hour
Technician IV................................................. ............................................ $ 65.00 per hom:
Technician ID............................................................................................. $ 55.00 per bom:
Technician IT _.................... .......................................... ............................... $ 45.00 per hom:
Technician I ............................................................................................. $ 40.00 per hour
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 firm on a project by project basis as
needed.
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4/12/2011 Item 10.E.
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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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4/12/2011 Item 10.E.
contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSUL TANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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4/12/2011 Item 10.E.
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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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4/12/2011 Item 10.E.
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)
$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
(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
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4/12/2011 Item 10.E.
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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4/12/2011 Item 10.E.
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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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
C-6
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4/12/2011 Item 10.E.
(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
c-?
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x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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. CONSUL TANT 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.
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VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional iiability 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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Hole Montes, 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 09.5262.S
"County Wide Engineering Services" are accurate, complete and current as of the
time of contracting.
Hole Montes, Inc.
BY:
TITLE:
DATE:
D-1
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Contract 09-5262-S
"County- Wide Engineering Services" - Instrumentation and Controls
(Including SCADA and Low Voltage) (SIN)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and McKim & Creed, PA authorized to do
business in the State of Florida, whose business address is 1365 Hamlet Avenue, Clearwater, Florida
33756 (hereinafter referred to as the "CONSUL TANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Instrumentation and Controls (including SCADA and Low Voltage (SIN),
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
nerein, 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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
.the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
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Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 A. Street Lee, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
. natters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
Jpproval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnei 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 engineering 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 applicabl'
laws, statutes, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way reiieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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 requirement
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4/12/2011 Item 10.E.
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 Owner 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
Owner 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 Owner 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
Jervices 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 (OXF) 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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure tC'
obtain such prior written approval for Additional Services will be deemed: (I) a waiver of any claim by
CONSULTANT for such Additional Services and (Ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obiigated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
8
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4/12/2011 Item 10.E.
objectives and constraints, space, capacity and performance requirements.
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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-out~.
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4/12/2011 Item 10.E.
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
Jf such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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
~ompletion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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4/12/2011 Item 10.E.
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 March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Worv
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline periOd is
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4/12/2011 Item 10.E.
~~. subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
Jrder and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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4/12/2011 Item 10.E.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
~Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
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
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4/12/2011 Item 10.E.
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during norm,
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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
- greement shall name Collier County Government, Collier County, Florida, as an additional insured
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4/12/2011 Item 10.E.
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
CONSUL TANT 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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall b
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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4/12/2011 Item 10.E.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
nigher.
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
Jithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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4/12/2011 Item 10.E.
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which thE::
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSUL TANT 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 CONSUL T ANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSUL TANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
Jhole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b ) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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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, 01
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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders sr
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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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 Work Order or such other time as required
by Florida's Prompt Payment Act or (Ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
-"lIJork 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 Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
--I)wner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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4/12/2011 Item 10.E.
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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011/tem 10.E.
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSUL TANT shall be made in writing and shall be delivered by hand, by fax or by the Uniteo
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
McKim & Creed, PA
1365 Hamlet Avenue
Clearwater, FL 33756
Phone: (727) 442-7196; Fax: (727) 461-3827
Attn: A. Street Lee, PE
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.
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.
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4/12/2011 Item 10.E.
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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
old by such laws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011 Item 10.E.
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 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 ar.
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSUL TANT'S compensation as set forth in each
subsequently issued Work 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
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4/12/2011 Item 10.E.
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
decision-making authority and by OWNER'S staff person who would make the presentation of any
-.<;ettlement 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.
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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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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4/12/2011 Item 10.E.
"-J WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
\ssistant County Attorney
McKim & Creed, PA
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Instrumentation and
Controls (including SCADA & Low Voltage))
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work 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
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursabie Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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SCHEDULE B
RATE SCHEDULE
B-1
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.. SCHEDULE B
~MCJ<IM&CREED
4/12/2011 Item 10.E.
I
2011 SCHEDULE OF HOURLY RATES
Employee Classification
Per Diem Rates
(FeelHour)
EniPneering
Principal ................. .......... ............. .......... ........... ............ ..... ............................................................ $300.00
Sr, Project Manager .......................................... .............................................................................$180.00
Engineering Group Manager .......................... .............................................................................$185.00
Sr. Technical Specialist ..................................... .............................................................................$185.00
Sr. Project Engineer ........................................... .............................................................................$160.00
Project Engineer ..... ...... ................. ............... ..... ......... .......... .............. ......... ........... ........................ $130.00
Engineer Intern ............... .................. ...... ...... ..... ... .... .................... ......................... .... ...... ....... ........ $110.00
Senior Designer .................................................. ............................................................................. $135.00
Designer II ...... ............ ................. ............ .......... ............ ................ ..................... ................. ........... $100.00
Designer I ........................................................... ............................................................................... $78.00
Project Administrator ....................................... ............................................................................... $74.00
Construction
Sr. Construction Administrator ...................... .............................................................................$120.00
Construction Administrator ............................ .............................................................................$100.(
This list is not intended to be ail-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
D_-.~~ ~_~ ~~I~A -I-L.........,...I. necemher 31,2011
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4/12/2011 Item 10.E.
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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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4/12/2011 Item 1o.E.
contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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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)
$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
(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
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4/12/2011 Item 10.E.
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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
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x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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.
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VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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(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,
CONSUL TANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as
named insureds.
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SCHEDULE 0
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, McKim & Creed, PA 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, conceming
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
McKim & Creed, PA
BY:
TITLE:
DATE:
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Contract 09.5262.S
"County- Wide Engineering Services" - Instrumentation and Controls
(Including SCADA and Low Voltage) (SIN)
THIS AGREEMENT is made and entered into this _ day of 2011, 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 "OWNER") and Pelican Engineering Consultants,
LLC authorized to do business in the State of Florida, whose business address is 3073 Horseshoe
Drive South, Suite 114, Naples, Florida 34104 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Instrumentation and Controls (including SCADA and Low Voltage) (SIN),
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
nerein, 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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
-the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
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Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSUL T ANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 Thomas J. Lepore, PE as its Principal in Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
.;ONSUL TANT on all matters arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
.pproval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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 applicabl'
laws, statutes, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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 requirement
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4/12/2011 Item 10.E.
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 Owner 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
Owner 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 Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non-public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSUL TANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure tr
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements.
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSUL TANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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,
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._then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULT ANT 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
---ompletion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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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 March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Worl<
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished. delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
Jrder and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSUL TANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
.Jrder shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
-Work Order ("project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
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
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during norm",
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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
- \greement shall name Collier County Government, Collier County, Florida, as an additional insured
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4/12/2011 Item 10.E.
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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall bl
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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4/12/2011 Item 10.E.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
nigher.
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
jithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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4/12/2011 Item 10.E.
be bound to the CONSULTANT by the terms of this Agreement and any sUbsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
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 CONSUL TANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSUL TANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
Ihole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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4/12/2011 Item 10.E.
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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders <
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
~''Vork 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 Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
....I')wner.
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4/12/2011 Item 10.E.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac,
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011 Item 10.E.
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSUL TANT 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:
Pelican Engineering Consultants, LLC
3073 Horseshoe Drive South, Suite 114
Naples, FL 34104
Phone: (239) 597-7544; Fax: (239) 597-6363
Attn: Thomas J. Lepore, PE
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.
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.
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4/12/2011 Item 10.E.
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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
ld by such laws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011/tem 10.E.
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 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSUL T ANT 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 anL
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSUL TANT'S compensation as set forth in each
subsequently issued Work 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
27
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4/12/2011 Item 10.E.
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
decision-making authority and by OWNER'S staff person who would make the presentation of any
"-<iettlement 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.
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4/12/2011 Item 10.E.
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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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4/12/2011 Item 10.E.
N WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
\ssistant County Attorney
Pelican Engineering Consultants, LLC
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Instrumentation and
Controls (including SCADA & Low Voltage))
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work 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
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee. as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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4/12/2011 Item 10. E.
SCHEDULE B
RATE SCHEDULE
B-1
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4/12/2011 Item 10.E.
SCHEDULE B
"'ii _ _ ~ .
1, _T:__~~p~ _..- ~. '-~"~4"'''' _ ~~
if"'- 3073 HorseshoE nUlle S[IIlUJ. SUite 114, !laiJl~s. Fi 341!l4
'Sl
~e'" " e.. ..~._ i1Jl11._I,~. ..,,,.. .,...."',~ . .~,~ "f!8li!II.""".""
..~,,,,;.t.,>oh~I€i',,",,,,,,,,,,.,,,~,.,,~,,::,,-... - "...,,,,_..",,,,,..._...,,.,~~,.,...,,,..,,,,,,,.,,,~,,,".....,,,,",,,,,,l;'!.,,,,......_.., .....w..>io!_._.._._.'.eq'.' __, "..",,"-~.'._~--" .
Pelican Engineering Consultants, LLC - Standard Hourly Rata Schedule
Personnel~orv standard HourlY Rata
Principal $195
Senior project Manager $165
Project Manager $148
Senior Engineer $155
Engineer $119
Senior Inspector $85
Inspector $85
Senior Planner $140
Planner $110
Senior Designer $115
Designer $100
Environmental Specialist $115
Senior GIS SpecIalist $145
GIS Specialist $100
Clerical $60
Surveyor and Mapper $130
CADD Technician $85
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 firm on a project by project basis as
needed.
RFP# 09-5262-5 - Discipline: Insttumentations and Controls, SCADA, and Low Voltage
Packet Page -1408-
4/12/2011 Item 10.E.
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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
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4/12/2011 Item 10.E.
contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSUL T ANT 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) CONSUL TANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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4/12/2011 Item 10.E.
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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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4/12/2011 Item 10. E.
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)
$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
(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
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4/12/2011 Item 10.E.
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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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4/12/2011 Item 10.E.
(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
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4/12/2011 Item 10.E.
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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. CONSUL TANT 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.
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4/12/2011 Item 10.E.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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(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.
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4/12/2011 Item 10.E.
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Pelican Engineering Consultants, LLC 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 09-5262-S "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Pelican Engineering Consultants, LLC
BY:
TITLE:
DATE:
D-1
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4/12/2011 Item 10.E.
Contract 09-S262-S
"County- Wide Engineering Services" - Instrumentation and Controls
(Including SCADA and Low Voltage) (SIN)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and RKS Consulting Engineers, Inc.,
authorized to do business in the State of Florida, whose business address is 15400 Shamrock Drive,
Fort Myers, Florida 33912 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Instrumentation and Controls (including SCADA and Low Voltage) (SIN),
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4/12/2011 Item 10.E.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
Ilerein, 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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
-the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
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4/12/2011 Item 10.E.
Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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4/12/2011 Item 10.E.
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 Don Williams as its Principal in Charge (hereinafter referred
to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters
Jrising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a
qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be
provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project
Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to
directing, coordinating and administering all aspects of the Services to be provided and performed
under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the
CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees
that the Principal in Charge and the Project Coordinators shall devote whatever time is required to
satisfactorily manage the services to be provided and performed by the CONSULTANT under the
Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators
shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed
lust be immediately replaced with a person acceptable to OWNER.
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4/12/2011 Item 10.E.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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 requirement
5
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4/12/2011 Item 10.E.
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
tJroject. This list is not deemed to be all-inclusive, and the Owner 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
Owner 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 Owner 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
ervices 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
1'tandard CAD specifications.
6
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4/12/2011 Item 10.E.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure tr
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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4/12/2011 Item 10.E.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not.
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
8
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4/12/2011 Item 10.E.
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
CONSUL TANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSUL TANTunder the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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,
9
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4/12/2011 Item 10.E.
._then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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
-- ~ompletion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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4/12/2011 Item 10.E.
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 March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Worv
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
11
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4/12/2011 Item 10.E.
_ subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
Jrder and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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4/12/2011 Item 10.E.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
"-Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
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
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4/12/2011 Item 10.E.
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during norma
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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
-\greement shall name Collier County Government, Collier County, Florida, as an additional insured
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4/12/2011 Item 10.E.
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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall b,
construed in accordance with the laws of the State of Florida.
9.4 CONSUL TANT, 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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4/12/2011 Item 10.E.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
nigher.
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
Jithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSUL T ANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsuitant or
Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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4/12/2011 Item 10.E.
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
1 0.4 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 Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
~hole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders sr
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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__ 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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
- Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
-I)wner.
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4/12/2011 Item 10.E.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac,
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011 Item 10.E.
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:
RKS Consulting Engineers, Inc.
15400 Shamrock Drive
Fort Myers, FL 33912
Phone: (239) 481-6775; Fax: (239) 433-9280
Don Williams, President
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
CONSUL T ANT 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.
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4/12/2011 Item 10.E.
~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
..-f)e 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 WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
.nd by such Jaws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011 Item 10.E.
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 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 an,
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
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
27
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4/12/2011 Item 10.E.
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
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.
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4/12/2011 Item 10.E.
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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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4/12/2011 Item 10.E.
'N WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
\ssistant County Attorney
RKS Consulting Engineers, Inc.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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4/12/2011 Item 1 DE
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Instrumentation and
Controls (inciuding SCADA & Low Voltage))
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above. this Work 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
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Pius Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
S
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director. Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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4/12/2011 Item 10.E.
SCHEDULE B
RATE SCHEDULE
B-1
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4/12/2011 Item 10.E.
RHS
SCHEDULE B
Consulting Engineers, Inc.
Electrical. Inslrumentallon & Control Design
2010/2011 HOURLY RATE SCHEDULE
Graduate Engineer-If Designer-II
$165.00
$145.00
$125.00
$110.00
$100.00
$ 90.00
Princioal & Senior Desian Proiect Enaineer
Senior Engineer/ Design Specialist
Project ManaoerfEncineer P.E.
Graduate Engineer III/Senior Designer
Graduate Engineer-IVDesigner-1I1
Electrical Designer-I
$ 75.00
$ 70.00
$ 50.00
CAD Technician-II
CAD Technician-I
The Standard Hourty Rate amounts include consultant's labor. overhead and profit.
This list is not intended to be all-inclusive. HourlV rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
15400 SbamrockDrive, Fort Myers, Fl. 33912
1'1>000 (239) 4&1-6775 - FIlX (239) 433-9289
Email: rks@rkscngineers.com
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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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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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)
$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
(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
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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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. CONSUL T ANT 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
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x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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.
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VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, RKS Consulting Engineers, 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
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
RKS Consulting Engineers, Inc.
BY:
TITLE:
DATE:
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Contract 09-5262-S
"County- Wide Engineering Services" - Permitting (SPE)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and Q. Grady Minor & Associates, P.A.,
authorized to do business in the State of Florida, whose business address is 3800 Via Del Rey,
Bonita Springs, Florida 34134 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSUL TANT engineering 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 politica.
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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Oiscipline(s):
1. Permitting (SPE),
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
.lerein, 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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
,J:he procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Keference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
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Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSUL TANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 Mark W. Minor, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
latters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
,Jproval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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 requirement.
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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 Owner 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
Owner 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 Owner 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
..>ervices 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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSUL TANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure tr
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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
--~ompletion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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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 March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Wor'v
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
-Jeemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
Irder and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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4/12/2011 Item 10.E.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
--Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULT ANT, 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 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
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during norm<.
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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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4/12/2011 Item 10.E.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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 arnounts 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
..~ greement shall name Collier County Government, Collier County, Florida, as an additional insured
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4/12/2011 Item 10.E.
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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall bl
construed in accordance with the laws of the State of Florida.
9.4 CONSUL TANT, 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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4/12/2011 Item 10. E.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
11igher.
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
/ithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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4/12/2011 Item 10.E.
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSUL TANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSUL TANT 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 CONSUL T ANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSUL TANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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4/12/2011 Item 10.E.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
Ihole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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4/12/2011/tem 10.E.
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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders s'
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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4/12/2011 Item 10.E.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
,.>rovided 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 CONSULT ANT'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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
-Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
_~Owner.
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4/12/2011 Item 10.E.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule 0, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac,
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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4/12/2011 Item 10.E.
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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011 Item 10.E.
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 Unitea
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Q. Grady Minor & Associates, PA
3800 Via Del Rey
Bonita Springs, FL 34134
Phone: (239) 947-1144; Fax: (239) 947-0375
Altn: Mark W. Minor, PE
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.
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.
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4/12/2011 Item 10.E.
_ 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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
,nd by such laws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011 Item 10.E.
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 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSUL TANT 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 an,
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSUL TANT'S compensation as set forth in each
subsequently issued Work 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
27
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4/12/2011 Item 10.E.
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
decision-making authority and by OWNER'S staff person who would make the presentation of any
-<;ettlement 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.
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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 seo. 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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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4/12/2011 Item 10.E.
O"l WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
00. . ssistant County Attomey
Q. Grady Minor & Associates, P.A.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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4/12/2011 Item 10.E.
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services. Dated
, 2011 (RFP/Bid 09-5262-S Permitting)
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above. this Work 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
Work Order.
Compensation: In accordance with Article Five of the Agreement. the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum~Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) ~Cost Plus Fixed Fee. as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director. Department Name
Date
APPROVED BY:
Division Administrator. Division
Date
ACCEPTED BY: Company name
Signature of Authorized Com pany Officer
Date
Type or Print Name and Title
A-1
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4/12/2011 Item 10. E.
SCHEDULE B
RATE SCHEDULE
B-1
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4/12/2011 Item 10.E.
Schedule 8
ContrClct No: 09,5252S'Count)! Wide o:ngineering Services( Q Grady)
Standai'd Hourly Rate Schedule far all disciplines
?ers:>nnei Cateaurv
Stannard HOLlrJv nQt~
Principal
$195
Senior Project Manager
$165
$148
Project Manager
Senior Engineer
$155
Engineer
S119
Senior Inspector
$85
inspectoi
$65
Senior Planner
$140
Planner
$110
Senior Designer
$115
Designer
$100
Envi:onmental Specialist
$~15
Senior GIS Speciaiist
$145
GIS Speciaiist
$100
Clerica,:
SSG
Surveyor and Ma;:lper
$130
CADD ~echl1ician
$85
SUiVey Crew - 2 man
$130
Survey Crew.. 3 .11ar:
$""
, .0....
SUr'.'sy Cre\li ~ 4 m2r.
5~8C
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E.TlC ct:--er services sha~; be Ti:";:::St!:r' "e~;ol:atec' ,jy t-"'!E 2;o",:,-\;r e:r:o ':in- Cl'" Z ~r(e:;' J)' :":' .::.:;: ;:~2..'5 5 f.f
:--sa::ec.
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4/12/2011 Item 10.E.
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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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4/12/2011 Item 10.E.
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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X
Yes
No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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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)
$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
(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
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4/12/2011 Item 10.E.
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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4/12/2011 Item 10.E.
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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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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4/12/2011 Item 10.E.
(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
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4/12/2011/tem 10.E.
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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-B
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4/12/2011 Item 10. E.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULT ANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of CONSULTANT'S professional liability policy. If no credit is available from
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs
during the term of the project policy (and on any subsequent professional liability
policies that renew during the term of the project policy). CONSULTANT agrees that
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER for the provision of project-specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self-insured retention and the risk of
uninsured or underinsured consultants.
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4/12/2011 Item 10.E.
(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional'iability 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.
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4/12/2011 Item 10.E.
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Q. Grady Minor & Associates, PA 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 09-5262-5 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Q. Grady Minor & Associates, P.A.
BY:
TITLE:
DATE:
D-1
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4/12/2011 Item 10.E.
Contract 09-5262-S
"County- Wide Engineering Services" - Permitting (SPE); Surveying and Mapping (SSM)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "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").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 politico.
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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE)
2. Surveying and Mapping (SSM),
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4/12/2011 Item 10.E.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
Ilerein, 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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
_lhe procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
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4/12/2011 Item 10.E.
Work 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 Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSUL TANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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4/12/2011 Item 10.E.
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 Christopher Wright as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
.1atters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
,:>proval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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4/12/2011 Item 10.E.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering 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 applicab'
laws, statutes, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner 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 requiremen\.
5
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4/12/2011 Item 10.E.
_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 Owner 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
Owner 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 Owner 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
Jervices 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.
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4/12/2011 Item 10.E.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure tr
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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4/12/2011 Item 10.E.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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, epidernics, quarantine regulations, strikes or lock-outs,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
Jf such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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
'."ompletion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the 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 Work Order or any payment issued by OWNER to CONSULTANT be
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4/12/2011 Item 10.E.
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or anv
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Wor'
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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4/12/2011 Item 10.E.
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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 Work
Jrder and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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4/12/2011 Item 10.E.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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4/12/2011 Item 10.E.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Jrder shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
.work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
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
14
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4/12/2011 Item 10.E.
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during norm.
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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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4/12/2011 Item 10.E.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
-' ':jreement shall name Collier County Government, Collier County, Florida, as an additional insured
16
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4/12/2011 Item 10.E.
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 patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall t.
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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4/12/2011 Item 10.E.
_9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
nigher.
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
Jithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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4/12/2011 Item 10.E.
be bound to the CONSULTANT by the terms of this Agreement and any sUbsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any sUbsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSUL T ANT 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 Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSUL TANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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4/12/2011 Item 10.E.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
Nhole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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4/12/2011 Item 10.E.
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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders f
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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4/12/2011 Item 10. E.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
flrovided 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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
'''\fork 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 Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
J)wner.
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4/12/2011 Item 10.E.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac.,
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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4/12/2011 Item 10.E.
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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011/tem 10.E.
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 Unitea
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, FL 34109
Phone: (239) 597-0575; Fax: (239) 597-0578
Attn: Christopher Wright
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.
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.
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4/12/2011 Item 10.E.
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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
.ld by such laws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011/tem 10.E.
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 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 an,
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
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
27
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4/12/2011 Item 10.E.
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
decision-making authority and by OWNER'S staff person who would make the presentation of any
~ c;ettlement 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.
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4/12/2011 Item 10.E.
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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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4/12/2011 Item 10.E.
-."J WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
-., ssistant County Attorney
RWA, Inc.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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4/12/2011 Item 10.E.
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Permitting;
Surveying and Mapping)
This Work Order is for professionai describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scooe 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
Work Order.
Comoensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursabie Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated houriy rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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4/12/2011 Item 10.E.
SCHEDULE B
RATE SCHEDULE
B-1
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4/12/2011/tem 10.E.
SCHEDULE B
D'XTA"
.<
.JL '-, LL. ..L
Contract No: 09-5262-5 "County Wide Engineering Services - Supplemental"
2011 Standard Hourly Rate Schedule for all disciplines.
Personnel Cateeorv
Standard Hourlv Rate
Principal
5180
Senior Project Manager
$165
Project Manager
5150
Senior Engineer
5150
Engineer
5120
Senior Inspector
$85
Inspector
565
Senior Planner
$140
Planner
$110
Senior Designer
5100
Designer
580
Environmental Specialist
5115
Senior GIS Speciaiist
5120
GIS Specialist
580
Clerical
560
Surveyor and Mapper
$125
CADD Technician
580
Survey Crew - 2 man
5110
Survey Crew - 3 man
5135
Survey Crew - 4 man
5160
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 firm on a project by project basis as
needed.
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4/12/2011 Item 10.E.
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 a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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4/12/2011 Item 10.E.
contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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4/12/2011 Item 10.E.
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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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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)
$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
(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
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4/12/2011 Item 10.E.
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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4/12/2011 Item 10.E.
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 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
SUBCONSUL TANT 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
SUBCONSUL TANT 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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4/12/2011 Item 10.E.
(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 I nsurance 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
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4/12/2011 Item 10.E.
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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,
CONSUL TANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSUL TANT 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.
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4/12/2011 Item 10.E.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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4/12/2011 Item 10.E.
(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, RWA, 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 09-5262-S "County
Wide Engineering Services" are accurate, complete and current as of the time of
contracting.
RWA, Inc.
BY:
TITLE:
DATE:
D-1
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4/12/2011 Item 10.E.
Contract 09-5262-S
"County- Wide Engineering Services" - Modeling and Simulation (SMS);
Instrumentation and Controls (Including SCADA & Low Voltage) (SIN)
THIS AGREEMENT is made and entered into this _ day of , 2011, 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 "OWNER") and Tetra Tech, Inc, authorized to do
business in the State of Florida, whose business address is 10600 Chevrolet Way, Suite 300, Estero,
Florida 33928 (hereinafter referred to as the "CONSUL TANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering 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 engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Modeling and Simulation (SMS)
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4/12/2011 Item 10.E.
2. Instrumentation and Controls (Including SCADA & Low Voltage) (SIN),
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 engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
::mformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
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4/12/2011 Item 10.E.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
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4/12/2011 Item 10. E.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
such licenses as are required to do business in the State of Florida and in Collier County, Florida,
including, but not limited to, all licenses required by the respective state boards and other
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 Daniel M. Nelson, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
__whatever time is required to satisfactorily manage the services to be provided and performed by the
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4/12/2011 Item 10.E.
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSUL TAt\!.
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, 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
professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
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4/12/2011 Item 10.E.
1.7.1 The Owner 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 Owner 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
Owner 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 Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
rganization, 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)
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GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangerinr
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTAN
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knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
-'he effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to iL
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.,_ own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of 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
"9xtension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performinr>
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) 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 ServicE'
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months aftt
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_completion of contract. Any untimely submission of invoices beyond the specified deadline period is
subject to non-payment under the legal doctrine of "Iaches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. 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.
5.3.1 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
.3ervices, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
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Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4.
Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approved in writing by the OWNER.
5.3.3 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.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximurr
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_markup of five percent (5%) on the fees and expenses associated with such subconsultants and
$ubcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
otes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
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
14
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4/12/2011 Item 10.E.
Documents to complete the subject project or task following CONSULTANT'S termination for anv
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 concem or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary durin"
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
CONSUL TANT 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 Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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4/12/2011 Item 10.E.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
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
greement shall name Collier County Government, Collier County, Florida, as an additional insured
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4/12/2011 Item 10.E.
as to the operations of CONSULTANT under this Agreement and shall contain a severability 0f
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 patterned after
the current 1.8.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall L
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
nigher.
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
/ithout regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 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
Jbcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Worv
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
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 OWNE'
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
thole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) 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 Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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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 Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders s
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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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 Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
"-Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSUL TANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
~i)wner.
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4/12/2011 Item 10.E.
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and eac,
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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4/12/2011 Item 10.E.
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.
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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4/12/2011 Item 10.E.
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:
Tetra Tech, Inc.
10600 Chevrolet Way, Suite 300
Estero, FL 33928
Phone: (239) 390-1467; Fax: (239) 390-1769
Attn: Daniel M. Nelson, PE
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.
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.
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4/12/2011 Item 10.E.
"...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:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
nd by such laws, rules and regulations of the United States as made applicable to Services funded
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4/12/2011 Item 10.E.
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 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 an
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
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
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4/12/2011 Item 10.E.
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
decision-making authority and by OWNER'S staff person who would make the presentation of any
--<:ettlement 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.
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4/12/2011 Item 10.E.
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 Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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'N WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By:
Date:
By:
Fred Coyle, Chairman
Approved as to form and
legal sufficiency:
',ssistant County Attorney
Tetra Tech, Inc.
By:
Witness
Typed Name and Title
Typed Name and Title
Witness
Typed Name and Title
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4/12/2011 Item 10.E.
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated . 2011 (RFP/Bid 09-5262-S Modeling and Simulation:
Instrumentation and Controls (including SCADA & Low Voltage)
This Work Order is for professional describe 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 Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work 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
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
Task III
$
$
$
$
TOTAL FEE
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director. Department Name
Date
APPROVED BY:
Division Administrator. Division
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
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SCHEDULE B
RATE SCHEDULE
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SCHEDULE B
TETRA TECH, INC.
Rate Schedule for TIme and Expense Services
Etrective October 1,2010, Ihtough September 3D, 2011
2010-2011 Hourly Billing Rate
Project/Program M/ln/lgement
Project Manager $160
Senior Project Maneger $195
Discipline leader $210
Operations Manager $220
Project Admlnlstnmon
Project Assistant $65
Projac:t Administrator $75
Senior Project Administrator $60
Contracts Administrator $100
Engilf88f5
Engineer I $85
Engineer II $110
Engineer 1\1 $125
Engineer IV $135
Engineer V $165
Technical leader $175
Engineer VI $215
ScIentists
Scientist I $80
Scientist II $95
Scientist III $100
Scientist IV $135
Scientist V $160
Scientist VI $190
De8ign Professione/s
Graphic Designer $65
CAD Tech I $55
Cad Tech II $65
CAD Designer I $75
CAD Designer II $90
Senior CAD Designer $120
Architect $130
Engineering Designer I $115
Engineering Designer II $125
Senior Engineering Designer $140
CADD Manager $120
Plent Openltions
Operator I $60
Operator II $70
Plant Supervisor $75
Plant Manager $90
Plant Operations Manager $110
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4/12/2011 Item 10.E.
SCHEDULE B (Cont.l
TETRA TECH, INC.
Rate Schedule for Time and Expense Services
Effel:tive Oc:fober 1, 2010, through September 3D, 2011
~
20111-2011 Hourly Billing Rate
Surveyors
Survey Tech I $50
Survey Tech II $55
Survey Party Chief $95
Surveyor $80
Survey Manager $140
Senior Survey Manager $155
Conslnl/:tJon Setvlt:8S
ConstnJction Administrator $80
ConstnJction Inspe~ $75
Senior Construction Inspector $135
Construction Manager I $140
Construction Manager II $145
Construction Director $185
GIS Analyst
Analyst $50
Analyst " $60
GIS Maneger $160
Interns
Engineering Intern $45
Tel:hniciens
Technician I $40
Technician II $60
Technician III $70
Senior Technician $85
Lead Techician $115
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 firm on a project by project basis as
needed.
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4/12/2011 Item 10.E.
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
CONSUL TANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance 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 policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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4/12/2011 Item 10.E.
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
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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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)
$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
(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
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4/12/2011 Item 10.E.
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 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
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4/12/2011 Item 10.E.
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 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
SUBCONSUL T ANT 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
SUBCONSUL TANT 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 ciaims under this insurance. Such insurance shall have limits of not
less than:
$ 500,000 each claim and in the aggregate
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4/12/2011 Item 10.E.
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(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 a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) 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.
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4/12/2011/tem 10.E.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(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.
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4/12/2011 Item 10.E.
(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Tetra Tech, 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 09-5262-S
"County Wide Engineering Services" are accurate, complete and current as of the
time of contracting.
Tetra Tech, Inc.
BY:
TITLE:
DATE:
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