Agenda 04/12/2011 Item #16D9
Agenda Changes
Board of County Commissioners Meeting
April 12, 2011
MOVE ITEM 16D9 TO ITEM 101 (HEARD IMMEDIATELY
FOLLOWING ITEM 10Et. RECOMMENDATION TO
APPROVE & AUTHORIZE THE CHAIRMAN TO SIGN A
SETTLEMENT AGREEMENT & MUTUAL RELEASE WITH
JOHNSON ENGINEERING FOR THE TOTAL VALUE OF
$134,000 TO RESOLVE ANY AND ALL CLAIMS AND
ISSUES ASSOCIATED WITH THE GOODLAND BOAT
PARK AND APPROVE AND AUTHORIZE THE CHAIRMAN
TO SIGN A W ARJ}OF CONTRACT #09-5262-S TO JOHNSON
ENGINEERING FOR ENGINEERING SERVICES FOR
COLLIER COUNTY. (STAFF'S REQUEST)
Continue Item 7A to the April 26. 2011 BCC Meetinl! This item requires ex parte disclosure be provided by Commission
members. Should a hearing be held on this item, all participants are required to be sworn in. DOA-PL2010-1052: OIde
Cypress Development, L TD &Vita Pima, LLC, represented by Chris Mitchell of Waldrop Engineering, P.A. and Richard
Yovanovich of Coleman, Yovanovich & Koester, P.A., request a change to the previously approved Olde Cypress
Development of Regional Impact DRI, in accordance with Florida Statutes, Subsection 380.06(19). Proposed modifications
will add 63.9 acres into the DRI boundary, amend Map H, and remove the 3.9 acre park requirement to incorporate this
change. The subject property consisting of 602:1: acres is located in Sections 21 and 22, Range 48 South, Township 26 East,
Collier County, Florida. (Companion to PUDZ-PL2010-1054 and PUDA-PL2010-388) (Commissioner Henning's request)
Continue Item 8A to the April 26. 2011 BCC Meetinl! This item requires ex parte disclosure be provided by Commission
members. Should a hearing be held on this item, all participants are required to be sworn in. PUDZ-PL2010-1054: Vita
Pima, LLC, represented by Christopher R. Mitchell, P.E. of Waldrop Engineering, P.A., and Richard D. Yovanovich of
Coleman, Yovanovich & Koester, P.A., request a Rezone from the Residential Planned Unit Development (RPUD) zoning
district with a Special Treatment (ST) Overlay for a project known as HD Development RPUD, and the Agricultural (A)
zoning district, to the RPUD zoning district to allow development of a maximum 125 single-family residential units & 33
multi-family units and associated accessory uses. The 65.29:1: acre property is located along the north side of Immokalee
Road (CR 846) approximately 330 feet east of OIde Cypress Boulevard in Section 21, Township 48 South, Range 26 East,
Collier County, FL (Companion: DOA-PL2010-1052 & PUDA-PL2010-388) (Commissioner Henning's request)
Continue Item 8B to the April 26. 2011 BCC Meetinl!: This item requires ex parte disclosure be provided by Commission
members. Should a hearing be held on this item, all participants are required to be sworn in. PUDA-PL2010-388, Olde
Cypress Development, LTD, represented by Chris Mitchell of Waldrop Engineering, P.A. and Richard Yovanovich, Esq. of
Coleman, Yovanovich & Koester, P.A., request a PUD Amendment for the Olde Cypress PUD. The PUD Amendment
request is to reduce project density from 1,100 dwelling units to 942 dwelling units & remove requirements of trails and a
park (3.9 acres minimum) in the Olde Cypress PUD/DRI. Subject property is located in the Olde Cypress subdivision,
Sections 21 & 22, Township 48 South, Range 26 East, Collier County, FL. (Companion: DOA-PL2010-1052, Olde Cypress
DRI & PUDZ-PL2010-1054, HD Development RPUD) (Commissioner Henning's request)
Withdraw Item lOG: Recommendation to approve a form Easement Agreement for use between Collier County and
Beachfront Property Owners requiring Property Owners to provide public beach access in exchange for publicly funded
major beach re-nourishment, vegetation planting and dune restoration to the subject property. (Staff's request)
Move Item 16A13 to 10J: Recommendation to enter into a contract for services for AIM Engineering to complete a
feasibility study with conceptual plans for pedestrian or bicycle facilities at the 1-75/Immokalee Road Interchange in the
amount up to $315,000 (FDOT Project #416237-1-38-01) (Commissioner Henning's request)
Continue Item 16C2 to the April 26. 2011 BCC Meetinl!: Recommendation to approve a Hazard Mitigation Grant Program
contract #l1HM-3E-09-21-01-026, with State of Florida Division of Emergency Management, in the amount of $240,000, to
apply towards costs associated with installation of 1,430 linear feet of six-inch High Density Polyethylene leachate pipe at the
Collier County Landfill & authorize corresponding budget amendments (Staff's request)
Move Item 16G4 to Item 13A: and has been requested to be heard at 11:30 a.m.: Recommendation to authorize the
County Attorney to take all necessary action, including filing a lawsuit, to evict Gregory Shepard from his present location
at the Immokalee Regional Airport, and pursue any holdover rent, damages, and costs that may be due and owing to the
Airport Authority. (Commissioner Coletta's request)
Move Item 16H4 to Item 9H: Commissioner Henning requests Board approval for reimbursement regarding attendance at
a function serving a Valid Public Purpose. Attended Chabad of Naples Annual Benefit Evening & Gala April 10, 2011 at
the Ritz-Carlton in Naples, FL $150 paid from Commissioner Henning's travel budget (Commissioner Henning;s request)
Continue Item 16K3 to April 26. 2011 BCC Meetinl!: Recommendation to authorize the County Attorney to file a lawsuit
on behalf of the Collier County Board of County Commissioners, against SURETY CONSTRUCTION COMPANY, in the
Circuit Court of the Twentieth Judicial Circuit in and for Collier County, Florida, to recover damages incurred by the
County, as a result of contracted work, for the repair to the Pollution Control Laboratory in Building "H", 3rd Floor, in the
amount of $99,492.99, plus costs of litigation, including reasonable attorneys fees. (County Attorney Staff's request)
Note:
Item 16A7: Section III, page 4 ofthe Addendum shall be revised to state, in part".. unless either party provides the other
with at least sixty (60) days notice of non-renewal" rather than one hundred and eighty (180) days. (This change is for
consistency with the original agreement and to promote ease in tracking by staff.) (Staff's request)
Time Certain Items:
Item 9G to be heard at 11 :00 a.m.
Item 13A to be heard at 11 :30 a.m.
Item 8C to be heard at 1:00 p.m.
4/12/2011 Item 16.0.9.
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign a Settlement Agreement and
Mutual Release with Johnson Engineering for the total value of $134,000 to resolve any and all
claims and issues associated with the Goodland Boat Park and approve and authorize the
Chairman to sign award of Contract 09-5262-S to Johnson Engineering for Engineering
Services for Collier County.
OBJECTIVE: Approve a Settlement Agreement and Mutual Release with Johnson
Engineering for $134,000 to resolve any and all claims and issues associated with the
Goodland Boat Park and approve and authorize the Chairman to sign the award of Contract
#09-5262-S to Johnson Engineering for Engineering Services to Collier County.
CONSIDERATIONS: The Goodland Boat Park was designed and engineered by Johnson
Engineering. Coastal Zone Management staff discovered concerns regarding the project
and met with Johnson Engineering in an attempt to resolve any disputes, either actual or
perceived, regarding the Goodland Boat Park. Both parties agree that this Settlement is a
reasonable resolution to the issues.
This Settlement Agreement total value is $134,000.00. This includes:
1. $50,000 in cash reimbursement,
2. $50,000 in in-kind reimbursement - This will be in the form of engineering services
provided to the County with reimbursement to the Goodland project instead of
Johnson Engineering, and
3. $34,000 in additional engineering services on the Goodland Boat Park Project
provided by Johnson Engineering without County compensation.
Collier County and Johnson Engineering have tentatively agreed to this settlement pending
Board of County Commissioners' approval. The parties further agree that neither Collier
County nor Johnson Engineering admit any liability or fault regarding the Goodland Boat
Park.
Note: Johnson Engineering was selected for award in two supplemental categories,
Surveying and Mapping, and Permitting under (RFP) 09-5262-S for Engineering Services
for Collier County. However, award of the contract with Johnson Engineering was withheld
for approval by the Board, pending resolution of the dispute identified above. Staff is
recommending that the Board now approve this contract (attached)_
ADVISORY COMMITTEE RECOMMENDATIONS: No Advisory Committees have reviewed
this Settlement Agreement. This Settlement is subject to approval by the Board of County
Commissioners.
FISCAL IMPACT: Funds from this Settlement Agreement will be refunded to the Goodland
Boat Project 80611 in the Parks and Recreation (Ad Valorem) Capital Improvement Fund
(306).
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4/12/2011 Item 16.0.9.
GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan
related to this action.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney's
Office, requires majority vote, and is legally sufficient for Board action_ - CMG
RECOMMENDATION: Approve and authorize the Chairman to sign a Settlement
Agreement and Mutual Release with Johnson Engineering for $134,000 to resolve any and
all claims and issues associated with the Goodland Boat Park, approves award of Contract
#09-5262-S to Johnson Engineering for Engineering Services for Collier County and
authorizes the Chairman to sign the County Attorney approved contract.
PREPARED BY: Gary McAlpin - Coastal Zone Management
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4/12/2011 Item 16.0.9.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.D.9.
Item Summary: Recommendation to approve and authorize the Chairman to sign a
Settlement Agreement and Mutual Release with Johnson Engineering for the total value of
$134,000 to resolve any and all claims and issues associated with the Goodland Boat Park and
approve and authorize the Chairman to sign award of Contract 09-S262-S to Johnson
Engineering for Engineering Services for Collier County.
Meeting Date: 4/12/2011
Prepared By
Name: HambrightGail
Title: Accountant,Coastal Zone Management
4/4/2011 2:37:41 PM
Submitted by
Title: Accountant,Coastal Zone Management
Name: HambrightGail
4/4/20112:37:43 PM
Approved By
Name: WardKelsey
Title: Manager - Contracts Administration,Purehasing & Ge
Date: 4/4/20 II 2:49: 11 PM
Name: Carnell Steve
Title: Director - Purchasing/General Services,Purchasing
Date: 4/4/20 I J 2:53 :53 PM
Name: AlonsoHailey
Title: Administrative Assistant,Domestic Animal Services
Date: 4/4/20113:16:43 PM
Name: McAlpinGary
Title: Director - Coastal Management Programs,Coastal Zone Management
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4/12/2011 Item 16.0.9.
Date: 4/5/2011 11 :45:52 AM
Name: GreeneColleen
Title: Assistant County Attorney,County Attorney
Date: 4/5/2011 5 :02:40 PM
Name: RamseyMarla
Title: Administrator. Public Services
Date: 4/6/20118:14:25 AM
Name: GreeneColleen
Title: Assistant County Attorney,County Attorney
Date: 4/6/20 II 9:32: lOAM
Name: Klatzkow.1eff
Title: County Attorney,
Date: 4/6/20119:41:37 AM
Name: UsherSusan
Title: Management/Budget Analyst, Senior,Office of Manage
Date: 4/6/2011 11 :44:03 AM
Name: Klatzkow.1eff
Title: County Attorney,
Date: 4/6/2011 2:50:29 PM
Name: OchsLeo
Title: County Manager
Date: 4/6/2011 4:13:25 PM
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4/12/2011 Item 16.0.9.
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 Johnson Engineering, Inc. authorized
to do business in the State of Florida, whose business address is 2122 Johnson Street, Fort Myers,
Florida 33901 (hereinafter referred to as the "CONSULTANT").
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
Oiscipline(s):
1. Permitting (SPE)
2. Surveying and Mapping (SSM),
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4/12/2011 Item 16.D.9.
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 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 Michael Dickey, 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
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
ltandards 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 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 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
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
LO 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,
fiexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal ali 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 ali 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 wili have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shali be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shali 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 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
- "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 CONSULTANTS 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 CONSULTANTS 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,
CONSUL TANT 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 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 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 pattemed 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 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.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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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
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
-')WNER'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 CONSUL TANT 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: (a)
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
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
'imited 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 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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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 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:
Johnson Engineering, Inc.
2122 Johnson Street
Fort Myers, FL 33901
Phone: (239) 334-0046; (239) 334-3661
Attn: Michael Dickey, 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
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 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 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 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
CONSUL TANT 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 for
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 W. Coyle, Chairman
Approved as to form and
legal sufficiency:
Assistant County Attorney
Johnson Engineering, 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 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 litle
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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JOHNS N
RATE SCHEDULE
Effective June 29, 2010
PROFESSIONAL SER~1CES
Principal $ 190.00 Per Hour Principal Ecologist $ 170.00 Per Hour
Engineer VIII $ 170.00 Per Hour Ecologist IV $ 150.00 Pcr Hour
Engineer VII $ 160.00 Per Hour Ecologist III $ 130.00 Per Hour
Engineer VI $ 150.00 Per Hour Ecologist II $ 115.00 Per Hour
Engineer V $ 135.00 Per Hour Ecologist I $ 100.00 Per Hour
Engineer IV $ 125.00 Pcr IIour
Engineer Intern III $ 115.00 Per Hour Expert Witness $ 250.00 Per Hour
Engineer Intern II $ 105.00 Per Hour
Engineer Intern I $ 95.00 Per Hour Surveyor and Mapper V $ 170.00 Per Hour
Surveyor and Mapper IV $ 150.00 Pcr Hour
Project Director $ 145.00 Per Hour Surveyor and Mapper III $ 125.00 Pcr Hour
Designer IV $ 135.00 Per Hour Surveyor and Mapper II $ 115.00 Pcr Hour
Designer III $ 115.00 Per Hour Surveyor and Mapper I $ 100.00 Per Hour
Designer II $ 90.00 Pcr Hour
Designer 1 $ 80.00 Per Hour StarV AC w/Water Truck Four-Man Party $ 330.00 Per Hour
StarV AC w/Water Truck Three-Man Party $ 280.00 Per Hour
Technician IV $ 100.00 Per Hour StarV AC w/Four-Man Party $ 290.00 Per Hour
Technician III $ 75.00 Per Hour StarV AC wfThree-Man Party $ 265.00 Per Hour
Technician II $ 65.00 Pcr Hour
Technician I $ 55.00 Per Hour Two-Man Field Party $ 135.00 Per Hour
Three-Man Field Party $ 160.00 Per Hour
Hydrogeologist V $ 150.00 Per Hour Four.Man Field Party $ 170.00 Per Hour
Hydrogeologist IV $ 135.00 Per Hour Hydrographic Field Party $ 225.00 Pcr Hour
Hydrogeologist III $ 125.00 Per Hour GPS Mapping Grade: One.Man Party $ 90.00 Pcr Hour
Hydrogeologist II $ ]00.00 Per Hour GPS Mapping Grade Two-Man Party $ 130.00 Pcr Hour
--1ydrogcologlst I $ 90.00 Pcr Hour GPS Mapping Grade: Three-Man Party $ 170.00 Per Hour
GPS SUlvejing Grade: One or Two-Man Party $ ] 70.00 Pcr Hour
Environmental SCIentist V $ 120.00 Pcr Hour GPS Surveying Grade: Three-Man Party $ 180.00 Per Hour
EnVIronmental Scientist IV $ 100.00 Pcr Hour
Environmental Scientist III $ 85.00 Pcr Hour Principal G]S Consultant $ 170.00 Per Hour
Envi ronmenta! Scientist II $ 65.00 Per Hour GIS Consultant IV $ 17000 Pcr Hour
EnVIronmental Scientist I $ 55.00 Per Hour GIS Consultant 1II $ 135.00 Per Hour
GIS Consultant II $ 110.00 Per Hour
Principal Planner II $ 170.00 Per Hour GIS Consultant I $ 90.00 Per Hour
Principal Planncr I $ 150.00 Per Hour GIS Techrucian III $ 80.00 Per Hour
Senior Planner $ 135.00 Per Hour GIS TechnicIan II $ 70.00 Pcr HOllr
Planner IV $ ]25.00 P:r Hour GIS Tcchniclan ] $ 60.00 Per Hour
Planner III $ 110.00 Per Hour
Planner II $ 95.00 Pcr Hour CONSTRUCnON OBSERVA TION SERVICE
Planner I $ 85.00 Per Hour Senior Project Engineer $ 170.00 Pcr Hour
Planning T echnielan 1Il $ 80.00 Pcr Hour ConstructIon Observation Services J\1anager $ 150.00 Per Hou r
Planning Technician II $ 7000 Per Hour ProJe:t Admmistrator $ 125.00 Per Hour
Plaruting Technician I $ 60.00 Pcr Hour ContInct Support Speciahst $ 11000 Per Hour
Senior Construction Observer n $ 100.00 Pcr Hour
Principal Landscape Architect $ 17000 Pcr Hour Senior Construction Observer J $ 9000 Pcr Hour
Managing Landscape Architect $ 140.00 Per Hour ConsLruction Observer HI $ 75,00 Per Hour
Senior Landscape ArchItect $ ]30.00 Per Hour ConstructIOn Observer II $ 65.00 Per Hour
Landscape Architect $ ]20.00 Pcr Hour Construction Observer I $ 55.00 Pcr Hour
Senior Landscape Designer $ 105.00 Pcr Hour ReSident Comphance Officer (RSO) $ 6500 Per Hour
Project Landscape Designer $ RS.OO Pcr Hour
Landscape Designer II $ 78.00 Per Hour
Landscape Designer I $ 7200 Pcr Hour
.
2122 Johnsnn Street. Pnst Offkt" DOX 1550 . Fort Myers, [-'lori;:a 119C2-1550
(239) 33-.Liln.1h. 1:;"" n,,()I .,A 3661
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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
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
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 16.0.9.
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
CONSUL TANT'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, Johnson Engineering, Inc. hereby certifies that wages, rates
and other factual unit costs supporting the compensation for the services of the
CONSULTANT to be provided under the Professional Services Agreement, concerning
09-5262-5 "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
Johnson Engineering, Inc.
BY:
TITLE:
DATE:
D-1
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4/12/2011 Item 16.0.9.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
TillS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement and
Release") is entered into and made on Ihis _ day of , 2011 by and
bctween the Collier County Board of County Commissioners ("County") and Johnson
Engineering.
WITNESSETH:
WHEREAS, County and Johnson Engineering, without either party admitting any
liability or fault, desire to settle any and all potential or actual disputes that arise from, relate or
refer in any way, whcthcr dircctly or indirectly, known or unknown, to the Goodland Boat Park;
and,
WHEREAS, the Parties desire to reduce their settlemcnt to a writing so that it shall be
binding upon them as well as their respective owners, principals, elected oi1icials, officers,
employees, ex-employces, agents, attorneys, representatives, insurers, spouses, successors,
assigns, heirs and affiliates.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
consideration set forth in this Agreemcnt and Release, and with the intent to be legally bound,
the Parties agree as follows:
I. The Partics adopt and incorporate the foregoing recitals by reference into this
Agreement and Release.
2. In consideration of the resolution of all disputes or claims arising from or
referring or relating in any way, whether directly or indirectly, to the Goodland Boat Park, and
for and in consideration of the sum of One Hundred Thirty Four Thousand Dollars ($134,000.00)
(including Fifty Thousand Dollars in cash, fitiy Thousand Dollars in in-kind services in the
future, and Thirty Four Thousand for scrvices provided by Johnson Engineering but not billed to
the County for tlns project), and other valuable consideration, the receipt and adcquacy of which
is hcreby acknowledgcd by the County, the County agrees to settle this dispute.
3. In consideration of the resolution of this dispute, and for other good and valuable
consideration, the rcceipt and adequacy of which is hereby acknowledged, J olmson Engineering
and Collicr County, each agree 011 behalf of themselvcs, their attorneys, agents, representatives,
insurcrs, heirs, successors and assigns. hereby expressly releases and forever discharges the other
Party, as well as its elected officials, onicers, employees, ex-employees, agents, attorneys,
representatives, successors, assigns, insurers and afliliates from any and all claims, dcmands,
causes of actions, damages, costs, attorney's fees, cxpenses and obligations of any kind or nature
whatsoever that they have asserted or could have asserted in the dispute or that arise from or
relate or refer in any way, whethcr directly or indircctly, to the Goodland Boat Park or ,my
incident, event or allegation referred to or made regarding the Goodland Boat Park.
4. Notwithstanding anything that may be to the contrary in Paragraph 3 of this
Agreement and Releasc, the Parties agrce that either of them (as well as any other persons or
entities intcnded to be bound) shall, in the event of any breach, rctain the right to enforce the
tcrms and conditions of this Agreement and Release.
5. The Parties acknowledge and agree that this Agrcement and Release is intended to
and shall be binding upon their respective owners, principals, officials, otticers, employees, ex-
employees, agents, attorneys, representatives, insurers, successors, assigns, spouses, heirs, and
aftlliates.
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4/12/2011 Item 16.0.9.
6. The Parties recognize and acknowledge that this Agreement and Release
memorializes and states a settlement of disputed claims and nothing in this Agreement and
Release shall be construed to be an admission of any kind, whether of fault, liability, or of a
particular policy or procedure, on the part of either the County or Johnson Engineering.
7. The Parties acknowledge and agree that this Agreement and Release is the
product of mutual negotiation and no dOli btful or ambiguous language or provision in this
Agreement and Release is to be construed against any party based upon a claim that the party
drafted the ambiguous provision or language or that the party was intended to be benefited by the
ambiguous provision or language.
8. This Agreement and Release may be amended only by a written instrument
specifically referring to this Agreement and Release and executed with the same formalities as
this Agreement and Release.
9. In the event of an alleged breach of this Agreement and Release, the Parties agree
that all underlying causes of action or claims of either Party have been extinguished by this
Agreement and Release and that the sole remedy for breach of this Agreement and Release shall
be for specific performance of its terms and conditions or any damages arising from the breach.
In this regard, the Parties further agree that the sole venue for any such action shall be in the
Twentieth Judicial Circuit in and for Collier County, Florida in Naples, Florida.
10. This Agreement and Release shall be governed by the laws of the State of Florida.
IN WITNESS WHEREOF, Collier County and Johnson Engineering have signed and
sealed this Agreement and Release as set fonh below.
Date:
A ITEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
By:
Deputy Clerk
FRED W. COYLE, Chairman
Approved as to form and
legal sufficiency:
CW~e~m ,91 (!0AL
Colleen M. Greene
Assistant County Attorney
2
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4/12/2011 Item 16.0.9.
, . .
.
Johnson Engineering
SJJ!~
,~- ')
Steven Morrison, Presidenf~-
STATE OF FLORIDA
COUNTY OF l.u-
THIS SETTLEMENT AGREEMENT AND RELEASE BETWEEN ~LIER COUNTY
AND JOHNSON ENGINEERING WAS SWORN TO and subscribed by M-....... Yh/~M./
before me on this S Hj day of A-f~ , 20 II.
Personally Known ~
or
Produced Identification
P A-1"'R.1 e, IIr L:I2:0 1kA-,{/l
Commissioned Name of Notary Public
(Please print, type or stamp)
My Commission expires: r; I . ~3' 13
Type of Identification Produced
N?!~ PUBI1~~TATE OF FLORlD.~
i'.lIlJ", PatricIa L. Romano
\. Q1~ 1 CO~mission # DD8439GS
,......~.:..'. ExpIres: .JAN. 23, 20) 3
1lo.'Wlill 'I'HlW AW';-!TJ<.; l:IiJI'.'DtNG COo, I.';"';.
09-7574-CN3660
':l
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