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Agenda 07/10/2018 Item #11H07/10/2018 EXECUTIVE SUMMARY Recommendation to award Contract No. 18-7245, “Professional Services for Collier County Comprehensive Watershed Improvement Plan,” for time and material not to exceed $1,499,994 to Taylor Engineering (Project No. 33554). OBJECTIVE: To obtain professional engineering services for project development and permitting of the Collier County Comprehensive Watershed Improvement Plan. CONSIDERATIONS: Collier County’s Comprehensive Watershed Improvement Plan (CWIP) utilized ten (10) major studies and reports developed by various local, state and regulatory agencies over the past 15 years to reduce freshwater flows into Naples Bay, restore fresh water flows into Rookery Bay, improve water quality and re-hydrate approximately 10,000 acres of the Picayune Strand State Forest/South Belle Meade area by linking hydrologic and ecological restoration projects that will function on a regional basis. This project will allow the County to manage its natural resources in a more holistic, comprehensive manner. Additionally, this project will complement the bordering Federal CERP-Picayune Strand Restoration Project currently being executed by the US Army Corp of Engineers and South Florida Water Management District. On October 10, 2017, the Board approved and authorized (Resolution 2017-183; Item 16A14) the submittal of a Restore Multi-Year Implementation Plan (MYIP) to the US Treasury as a prerequisite to obtaining a Comprehensive Watershed Improvement Plan Grant. On April 10, 2018 (Item 16A21), the Board approved the ranked list of proposers and authorized staff to commence contract negotiations with Taylor Engineering. On April 24, 2018 (Item 16A3), the Board also approved a Grant Award of $1,532,077.76 from the US Treasury to perform the project develo pment and permitting to accomplish this project. Although staff believes that the $1,499,994 will perform the clear majority if not the complete project definition and permitting, additional funding may be required. Staff has received Letters of Recommendation from all the regulatory agencies supporting this project; however, the final scope, development effort, timing and permit issuance will completely be subject to the regulatory review and approval of the permitting agencies. This process can be subjec tive and dependent upon code interpretation. FISCAL IMPACT: The contract award is for $1,499,994. Eligible costs of $1,464,078 will be requested for reimbursement under the RESTORE Act Direct Component within the Growth Management Grants Fund (711), Project 33554. The remaining project balance of $35,916 is programmed in the Stormwater Capital Improvement Fund (325) in Fiscal Year 2019. GROWTH MANAGEMENT IMPACT: There is no growth management impact related to this action. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for approval. - CMG RECOMMENDATION: To approve Contract No. 18-7245, “Professional Services for Collier County Comprehensive Watershed Improvement Plan,” for time and material not to exceed $1,499,994 to Taylor Engineering and authorize any necessary budget amendments. Prepared By: J. Gary McAlpin, P.E., Coastal Zone Management, Capital Project Planning, Impact Fees Division 11.H Packet Pg. 385 07/10/2018 ATTACHMENT(S) 1. 18-7245 - Approved NORA (PDF) 2. Copy of CWIP_Budget_v2 (PDF) 3. CWIP Final Schedule A Taylor Engineering (PDF) 4. Exhibit G 18-7245 Grant (PDF) 5. TaylorEng COST ANALYSIS (PDF) 6. [Linked] 18-7245 PSA Single Project Agreement 2017.010. Ver1New (PDF) 7. [LINKED] 18-7245 Taylor Engineering_Contract_VendSign (PDF) 8. Collier County -- Watershed Plan -- Taylor Contract -- 2018.06.28 -- Acknowledgement (DOCX) 9. [LINKED] 18-7245 Taylor Engineering_Contract_VendSign (PDF) 11.H Packet Pg. 386 07/10/2018 COLLIER COUNTY Board of County Commissioners Item Number: 11.H Doc ID: 5748 Item Summary: Recommendation to award Contract No. 18-7245, “Professional Services for Collier County Comprehensive Watershed Improvement Plan,” for time and material not to exceed $1,499,994 to Taylor Engineering.(Gary McAlpin, Coastal Zone Manager, Capital Project Planning, Impact Fees and Program Management) Meeting Date: 07/10/2018 Prepared by: Title: Accountant – Capital Project Planning, Impact Fees, and Program Management Name: Gail Hambright 05/23/2018 9:14 AM Submitted by: Title: Division Director - IF, CPP & PM – Capital Project Planning, Impact Fees, and Program Management Name: Amy Patterson 05/23/2018 9:14 AM Approved By: Review: Zoning Gary McAlpin Additional Reviewer Completed 05/23/2018 9:44 AM Procurement Services Opal Vann Level 1 Purchasing Gatekeeper Completed 05/23/2018 10:33 AM Growth Management Department Judy Puig Level 1 Reviewer Completed 05/23/2018 11:12 AM Procurement Services Ted Coyman Additional Reviewer Completed 06/04/2018 11:41 AM Procurement Services Swainson Hall Additional Reviewer Completed 06/05/2018 2:11 PM Procurement Services Sandra Herrera Additional Reviewer Completed 06/26/2018 11:24 AM Capital Project Planning, Impact Fees, and Program Management Tara Castillo Additional Reviewer Completed 06/29/2018 8:08 AM Capital Project Planning, Impact Fees, and Program Management Amy Patterson Additional Reviewer Completed 06/29/2018 8:17 AM Growth Management Operations Support Christopher Johnson Additional Reviewer Completed 06/29/2018 9:30 AM Procurement Services Adam Northrup Additional Reviewer Completed 06/29/2018 12:14 PM Growth Management Department James C French Deputy Department Head Review Skipped 06/26/2018 4:51 PM Growth Management Department Thaddeus Cohen Department Head Review Completed 06/29/2018 1:13 PM Grants Edmond Kushi Level 2 Grants Review Completed 06/29/2018 2:16 PM County Attorney's Office Colleen Greene Level 2 Attorney Review Completed 06/29/2018 2:35 PM County Attorney's Office Scott Teach Additional Reviewer Completed 07/03/2018 9:06 AM 11.H Packet Pg. 387 07/10/2018 Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 06/29/2018 2:49 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 06/29/2018 2:58 PM Office of Management and Budget Susan Usher Additional Reviewer Completed 06/29/2018 3:37 PM Office of Management and Budget Allison Kearns Additional Reviewer Completed 06/29/2018 8:16 PM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 06/30/2018 11:22 AM Board of County Commissioners MaryJo Brock Meeting Pending 07/10/2018 9:00 AM 11.H Packet Pg. 388 11.H.1 Packet Pg. 389 Attachment: 18-7245 - Approved NORA (5748 : 18-7245 Watershed Improvement Plan) Collier County Comprehensive Watershed Improvement Plan - Project Development Project Budget Taylor Engineering May 17, 2018 Project Senior Project Staff Senior Project Staff Principal Manager Professsional Professional Professional CAD/GIS CAD/GIS CAD/GIS Admin Intern 215 191 176 134 100 146 112 65 63 43 ETE Marco ESA Robau Lago RPI 1.1 Team Workshop and Data Compilation 8 32 4 8 16 0 0 0 0 0 11,208 4,000 6,160 2,000 3,500 4,977 31,845 1.2 Agency/Stakeholder Coordination and Pre-Application Meetings 16 192 40 20 0 0 0 0 0 0 $4,750 54,582 18,400 6,222 79,204 1.3 Environmental Data Collection and Analysis 4 60 192 40 80 0 0 0 0 0 59,472 416,590 75,815 551,877 1.4 Hydrologic, Hydraulic, and Water Quality Analysis 12 280 280 440 1,280 0 160 240 40 480 348,980 13,484 11,500 373,964 2.1 Permit Applications 4 160 120 240 100 0 120 0 80 0 113,180 50,208 163,388 2.2 Preliminary Design Plans 4 60 0 120 0 400 0 800 0 0 138,800 138,800 2.3 Grant Management 12 24 0 192 0 0 0 0 48 0 35,916 35,916 2.4 Contingency 125,000 125,000 Total 60 808 636 1,060 1,476 400 280 1,040 168 480 887,138 489,198 75,815 6,160 21,706 15,000 4,977 1,499,994 Subconsultant Fees ($)Total NTE Fee ($) Taylor NTE Fee ($)Task Mileage 11.H.2 Packet Pg. 390 Attachment: Copy of CWIP_Budget_v2 (5748 : 18-7245 Watershed Improvement Plan) 1 | P a g e Schedule A – Scope of Services Collier County Comprehensive Watershed Improvements Plan Taylor Engineering, Inc. 5-17-2018 Phase 1 - Permitting Needs Assessment, Data Collection, and Analysis The County and its consultants shall meet with various agencies with all available data compiled in a useful format for such meetings, to determine what additional data is necessary for project permitting. This phase is necessary to determine which permits and regulatory requirements may or may not be necessary for the project. Following the needs assessment, the Consultant will collect additional data and conduct targeted analyses required to support the Phase 2 permitting tasks. Phase 1 will consist of the following activities: 1.1 Team Workshop and Preliminary Data Compilation An initial workshop will be held in Collier County’s offices to facilitate the transfer of knowledge to the Consultant Team including a discussion of potential permitting obstacles. Following the workshop, compilation of data will include: • Development of background information, including a detailed project description, site location and anticipated environmental issues • Compilation of relevant available data (including GIS data) to coordinate with regulatory agencies in identifying potential environmental issues and permitting requirements 1.2 Agency/Stakeholder Coordination and Pre-Application Meetings • Coordination and meetings with state and federal regulatory agencies for necessary monitoring and permitting requirements for species, habitats and wetlands and may include: o Meeting with Florida Forestry Service (FFS), U.S. Fish and Wildlife Service (USFWS), Florida Fish and Wildlife Conservation Commission (FWC) and National Marine Fisheries Service (NMFS) to review listed species and habitats potentially impacted by the proposed project and develop list of species for which surveys should be implemented, and to discuss permitting requirements o Meet with U.S. Army Corps of Engineers (USACE) and Florida Department of Environmental Protection (FDEP) to review preliminary wetland data (GIS-based) and determine level of effort for wetlands characterization, including anticipated shifts in vegetation, and anticipated permitting requirements. o Meet with USACE and the U.S. Environmental Protection Agency (EPA) to determine the level of effort for NEPA analysis 11.H.3 Packet Pg. 391 Attachment: CWIP Final Schedule A Taylor Engineering (5748 : 18-7245 Watershed Improvement Plan) 2 | P a g e • Coordination with USACE regarding Picayune Strand - It is anticipated that the nearby restoration efforts for Picayune Strand have the potential to complicate the permitting associated with the County’s project. While the South Florida Water Management District (SFWMD) Big Cypress Basin (BCB) has been fully aware of the County’s project on a staff level, projects being completed by state and federal agencies will be coordinated, at a technical and staff level, with the County’s project. This effort will involve maintaining close coordination between the County’s modeling team and the BCB and others as related to the use of the USACE’s Gridded Surface/Subsurface Hydrologic Analysis (GSSHA; aka “Geisha”) model. • Coordination with the City of Naples and Rookery Bay National Estuarine Research Reserve (RBNERR). • Meetings and Coordination with other stakeholders, including the Florida Department of Transportation (FDOT), affected property owners and the public. This task may extend beyond the initial permitting needs assessment phase and into the permit application phase. Presentation and display materials for such meetings will be developed as required. 1.3 Environmental Data Collection and Analysis This Task includes preliminary data collection to evaluate changes in habitat, actual rates of infiltration and evapotranspiration, and changes in water quality associated with project implementation. FFS highlighted the fact that it will be vital for the County to know the impacts of its own project on things like water levels, habitat and water quality. As such, this effort is anticipated to be designed as a Before and After, Control and Impact (BACI) study design and will involve setting up a series of randomly located sampling locations in areas likely to be impacted by project components (the Impact stratum) as well as areas outside of the footprint of the project (the Control stratum). As well, data would be collected both before project completion, as well as after project completion. Collected data would be used in any required modifications of the modeling effort. The following components would be involved: • Site selection of monitoring locations – The Consultant, in consultation with the County, will design and implement an environmental data collection program. The objective of this environmental data collection (i.e., monitoring) is to evaluate changes in habitat and water quality that may occur with implementation of the CWIP. The Request for Proposals called for 30 random locations within the area of project impacts and 30 random locations in areas likely to be unimpacted by the project. Sampling stations within the areas of project impacts must represent the full range of areas affected by the CWIP features and they must remain suitable for sampling over a long period. However, random site selection within the area targeted for restoration may not be the best approach to sample site identification. The reference area may contain a range of natural communities that the restoration plan wishes to replicate. Thus, we will assess random and selected sample point alternatives for the County to review. The final number and locations of monitoring sites will be determined at this stage in consultation with the County and FFS. 11.H.3 Packet Pg. 392 Attachment: CWIP Final Schedule A Taylor Engineering (5748 : 18-7245 Watershed Improvement Plan) 3 | P a g e • Sampling locations will be surveyed in by a licensed survey and mapping firm, to include top of well and natural ground. • At each of the locations, bi-annual and quantitative sampling of the vegetation (up to 4 events) o Species richness o Species diversity o Percent native vs. non-native • At each of the locations, quarterly recording of water levels and/or groundwater levels via use of piezometers and/or staff gages (up to 8 events) • At each of the locations, quarterly collection of water quality data (for surface water samples) for the following parameters (up to 8 events) o Water temperature o pH o Dissolved oxygen o Specific conductance o Total nitrogen o Total phosphorous • Analysis and presentation of collected data in graphical and tabular format, as well as spatial (GIS) mapping to include: o Simple statistical measures (e.g. range, median standard deviation, and 25th and 75th percentile) and GIS plots of data by location will be used to evaluate initial water quality monitoring results. As data accumulate from multiple monitoring periods, more advanced statistical methods may prove useful for data evaluation. Similarly, simple statistics and GIS plots will suffice for initial evaluation of vegetation monitoring results but other methods, including multivariate analyses may become useful as data accumulate. o Existing mapping of vegetation and habitat will be used and/or adapted where suitable, such as the Florida Natural Areas Inventory (FNAI) mapping FLUCCS habitat mapping currently underway for the Picayune Strand, expected to be available by summer of 2018. o Identification of expected / observed water levels by habitat and projections of habitat - level water elevation changes, potential community shifts, and seasonal summaries by area o Listed species habitats, habitat characterizations, GIS analysis of changes to habitat footprints (if any) with additional wet season hydration 1.4 Hydrologic, Hydraulic, and Water Quality Modeling and Analysis This effort may require modification of prior estimates of the degree of change in groundwater elevations due to the Project. This will require refinements to the County’s MIKE SHE/MIKE-11 model 11.H.3 Packet Pg. 393 Attachment: CWIP Final Schedule A Taylor Engineering (5748 : 18-7245 Watershed Improvement Plan) 4 | P a g e to reflect those changes and working to gain consensus with other agencies regarding model results. This effort will focus on refining estimates of changes in groundwater elevations in the following locations: o Northern flow-way o I-75 Canal and South Belle Meade spreader o Picayune Strand State Forest and Picayune Strand Restoration Project o Six L’s agricultural area o Urban areas along Henderson Creek and south of U.S.41 Model refinements will incorporate the surface and groundwater level monitoring results from the Task 1.3 data collection efforts, which will be used to further calibrate the MIKE SHE model with respect to infiltration rates and evapotranspiration. Additional model detail (described below), will help to leverage those data collection efforts to improve the robustness and reliability of the model results. Within the Henderson Creek/Belle Meade Watershed, the County’s previous consultant team adopted previous model refinements implemented by Interflow Engineering, LLC (now a part of Taylor Engineering, Inc.) as part of the Rookery Bay restoration study. Taylor Engineering recently updated the County’s model for the SFWMD, as part of the Big Cypress Basin Flood Protection Level of Service (FPLOS) project. This update included adding detail certain areas and improving the model calibration for existing conditions. The BCB FPLOS version of the model contains all of the previous updates and will serve as the basis for the updated existing conditions model. The most significant model improvement the Taylor/Interflow Team made as part of the Rookery Bay (Henderson Creek) restoration was to reduce the model grid cell size from the original 1,500 feet to 375 feet. That change allowed the simulation of overland flow in two dimensions within the Belle Meade Flow-Way and other areas, where the previous model simulated all major overland conveyances using only the 1-D MIKE-11 component. Smaller grid cells allow better representation of the natural topography and thus more accurate representation of the 2-dimensional flow fields critical for estimating wetland hydroperiods and water budgets. The current version of the County’s model utilizes 500-foot grid cells. If the project budget allows, the cell spacing could be reduced to 250 feet while still maintaining reasonable simulation times. The increased accuracy would provide better representation of overland flow, evapotranspiration, groundwater flows and levels, and wetland hydroperiods in the areas of interest, thus resulting in a more reliable and defensible modeling tool to support final design and permitting. Interpreting the model results of both current and proposed conditions will be closely coordinated with the wetland scientists and ecologists within the Taylor team and stakeholder agencies such as the FFS and FWC. This effort will help to ensure the proposed project will result in hydrology suitable to support the target vegetation communities. Nutrient modeling of pre- and post- project conditions will be required to demonstrate the levels of nitrogen and phosphorus removal provided by the constructed flow-ways and within the Belle Meade flow-way. Depending on the requirements of FDEP, this effort may require a more sophisticated water 11.H.3 Packet Pg. 394 Attachment: CWIP Final Schedule A Taylor Engineering (5748 : 18-7245 Watershed Improvement Plan) 5 | P a g e quality modeling approach that utilizes the results of the hydraulic and hydrologic modeling currently available. This could be accomplished either via a more sophisticated analytical approach, or by utilizing the water quality module built-in to the MIKE SHE software. The approach for this effort will be refined following initial discussions with FDEP. Phase 2 – Permitting and Grant Management This second phase of project development is preparation of design plans suitable to support permit applications, along with all required data, narratives, and exhibits. Initial agency coordination in Phase 1 will have determined the permitting requirements for species, habitats, wetlands, and infrastructure. Subsequent pre-application meetings with agencies having jurisdiction over the project will establish the level of information required to achieve completeness for agency review. 2.1 Prepare Permit Applications Depending on the results of the Permitting Needs Assessment and data collection activities, it is anticipated that sufficient funding may remain to perform permitting and design activities required by regulatory agencies for the following permits: • SFWMD Conceptual Environmental Resource Permit (ERP) • USACE Federal Dredge and Fill Permit Task includes development of permit applications and associated narratives, analyses, and exhibits such as: • GIS mapping of vegetation and species pre- and post-project (projected), • Water level and depth mapping pre- and post-project for an array of conditions including expected seasonal changes and design storm events required per the Basis of Review, • NEPA support including environmental and biological assessments, and • Responses to requests for additional information (RAIs) 2.2 Prepare Preliminary Design Plans The activities completed in Phase 1 will be used to update the design parameters of the previous (Atkins, 2016) conceptual design plans. The Consultant will develop a refined and updated set of conceptual/preliminary drawings that will serve to support the permit applications. These drawings will not be of sufficient detail for construction but will convey the design intent suitable for a conceptual ERP. Design-level surveys of individual project areas (i.e., for preparation of final construction drawings) are not included in this effort. 2.3 Grant Management Activities Collier County has pledged all of Pot 1 ($6M) and all of Pot 3 ($12M) to the execution of this project. The total cost of this project is estimated to be approximately $32M leaving a funding shortfall of approximately $14M. Grant management services are anticipated to work with staff to identify, educate and secure additional funding sources from federal and state decision makers within the RESTORE Act 11.H.3 Packet Pg. 395 Attachment: CWIP Final Schedule A Taylor Engineering (5748 : 18-7245 Watershed Improvement Plan) 6 | P a g e umbrella to complete the funding of this project. As part of this phase, the Taylor Team will assist the County in preparing materials to support grant applications for the balance of funds needed for construction. Initial efforts will likely focus on Pot 2 of the RESTORE Act funds. We will also seek other potential funding mechanisms in the event the RESTORE funding (beyond the $18 million already identified) falls short of the estimated $32 million cost. In addition to those sources the County has already identified other potential opportunities including the NOAA Coastal Resilience Grant and the National Fish & Wildlife Foundation. This task also includes assisting the County with monitoring, reporting, and submittals for expenditure reimbursements for the currently committed RESTORE Act funding. Assumptions Due to the uncertainty associated with permitting a project of this size and complexity, several assumptions were required in the developing this Scope of Work. If any of these assumptions prove to be erroneous, adjustments to the scope and budget will likely be necessary: 1. Salinity modeling of Rookery Bay mangrove wetlands and Rookery Bay open waters receiving freshwater inflows will not be required. Predictions of current wet season freshwater deficits will be sufficient to support regulatory acceptance of proposed flows into Rookery Bay. 2. Any necessary water quality sampling within Rookery Bay or the adjacent coastal wetlands will be undertaken by others. 3. Existing data and/or literature values on surface sediment nutrient concentrations are sufficient to use as the basis for nutrient modeling to verify nitrogen and phosphorus removal predictions as water passes from the GGC to the Six-Ls agricultural area (summarized in CCWIP [Final] September 23, 2013, pp 52-52). Modeling will apply analytical models of nitrogen and phosphorus species to estimate soil and water column nutrient dynamics, possibly in conjunction with the MIKE SHE modeling using the ECO Lab module. 4. No modeling of soil – water column nutrient exchanges or dynamics in the Six-Ls agricultural area will be performed as part of this project. 5. Sufficient water quality data from the Six-Ls agricultural area (or similar tomato farm environments elsewhere in Florida) are available to make preliminary assessments of effects of those soils on water quality if used as a flow-way and preliminary assessment of potential vegetation community and wildlife impacts associated with restoration of wetlands on tho se properties. 6. As part of stakeholder outreach efforts, Collier County will assist in identifying the stakeholder groups and contacts, meeting locations and other support details. 7. The SFWMD and USACE will lead state and federal permit application reviews. The Consultant will request a conceptual ERP from SFWMD and a dredge and fill permit from the USACE. 11.H.3 Packet Pg. 396 Attachment: CWIP Final Schedule A Taylor Engineering (5748 : 18-7245 Watershed Improvement Plan) 7 | P a g e 8. No Florida Department of Transportation (FDOT) drainage connection permits are included at this stage of project development. 9. Survey requirements limited to the well locations (approximately 60). References Atkins, 2016. Collier County Comprehensive Watershed Improvement Plan. Prepared for Collier County and the Rookery Bay National Estuarine Research Reserve. 11.H.3 Packet Pg. 397 Attachment: CWIP Final Schedule A Taylor Engineering (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 398 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 399 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 400 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 401 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 402 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 403 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 404 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 405 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 406 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 407 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 408 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 409 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 410 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 11.H.4 Packet Pg. 411 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) TBD TBD TBD TBD TBD 11.H.4 Packet Pg. 412 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) 14499 N. Dale Mabry Hwy, Ste 290 Tampa, FL 33618 813-963-6469 WWW.TAYLORENGINEERING.COM 11.H.4 Packet Pg. 413 Attachment: Exhibit G 18-7245 Grant (5748 : 18-7245 Watershed Improvement Plan) COST ANALYSIS: FAIR AND REASONABLE PURPOSE: Grantees are required to perform a cost analysis when adequate competition is lacking. The depth of the cost analysis is dependent upon the complexity of the project or proposal. All cost analyses evaluate separate elements that make up the cost or proposal including profit and fees. A cost analysis is used when: • Price analysis will not provide sufficient information. • Procurement type is the sole source method, including contract modifications or change orders. SOLICITATION # SUPPLIES AND/OR SERVICES TO BE FURNISHED DETAIL DESCRIPTION OF COST ELEMENTS Attach Vendor Schedule of Values (SOV) if applicable Cost Element Pre Negotiated OR Estimated Price Negotiated or Bid Price Analysis DIRECT LABOR MATERIALS / PRODUCTS EQUIPMENT DIRECT EXPENSES MARKUP, OVERHEAD, PROFIT OTHER COSTS / EXPENSES GRAND TOTAL est. FY14 v. 2 11.H.5 Packet Pg. 414 Attachment: TaylorEng COST ANALYSIS (5748 : 18-7245 Watershed Improvement Plan) VENDOR SELECTED: JUSTIFICATION / REASON: PREPARED BY: Name Date est. FY14 v. 2 11.H.5 Packet Pg. 415 Attachment: TaylorEng COST ANALYSIS (5748 : 18-7245 Watershed Improvement Plan) 11.H.5 Packet Pg. 416 Attachment: TaylorEng COST ANALYSIS (5748 : 18-7245 Watershed Improvement Plan) 11.H.5 Packet Pg. 417 Attachment: TaylorEng COST ANALYSIS (5748 : 18-7245 Watershed Improvement Plan) 11.H.5 Packet Pg. 418 Attachment: TaylorEng COST ANALYSIS (5748 : 18-7245 Watershed Improvement Plan) CONTRACT COMMENTS per SAC #1 Date: 6/28/2018 Applicant: Collier County Grant #: RDCGR060041-01-00 Project Title: Comprehensive Watershed Improvement Plan Project Development and Permitting Reviewer: John Stutts, Contact: john.stutts@treasury.gov In accordance with Special Award Condition (SAC) #1 of the above referenced grant, prior to the execution of all contracts for this project, Collier County must submit to Treasury documentation, satisfactory to Treasury, including a copy of the RFP (or similar), bid review documentation, signed conflict of interest forms, and draft contract for OGCR review for each contract procured under this award. We have reviewed the documentation submitted on and following March 5, 2018 to support the procurement of Taylor Engineering, Inc. in accordance with SAC #1, and find them acceptable. However, Phase 2.3 – Grant Management Activities, as included in Schedule A of the contract, is outside the scope of work for Direct Component award RDCGR060041. Direct Component award funds may not be used for these activities. 11.H.8 Packet Pg. 419 Attachment: Collier County -- Watershed Plan -- Taylor Contract -- 2018.06.28 -- Acknowledgement (5748 : 18-7245 Watershed Improvement Page 1 of 32 PSA Single Project Agreement 2017.010 Ver.1 PROFESSIONAL SERVICES AGREEMENT Contract # ___ for “ _ ______________________ ” CCNA NON-CCNA . THIS AGREEMENT is made and entered into this day of ____________, 20 ___ by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the “COUNTY”) and _____ _________________ , authorized to do business in the State of Florida, whose business address is _______________________ (hereinafter referred to as the "CONSULTANT" and/or “CONTRACTOR”). W I T N E S S E T H: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning ___________________________ (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to COUNTY professional services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other Page 2 of 32 PSA Single Project Agreement 2017.010 Ver.1 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 the COUNTY. 1.5. CONSULTANT designates a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coo rdinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without the COUNTY’s prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultant s or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personn el so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 3 of 32 PSA Single Project Agreement 2017.010 Ver.1 Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and f ollowing completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain pu blic records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidentia l and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 1.8. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTYS approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.9. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes an d ordinances applicable to CONSULTANT’s performance of the work as related to the project. This list is not deemed to be all -inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notif ication of deficiency, if the CONSULANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the Page 4 of 32 PSA Single Project Agreement 2017.010 Ver.1 CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT’s non-performance whether or not the COUNTY obtained substitute performance. 1.10. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY'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 the COUNTY prompt written notice of any such subpoenas. 1.11. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordina te 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 the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY’s Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by the COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. the COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If the COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty -eight (48) hour written notice noted above, waives CONSULTANT’s right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: Page 5 of 32 PSA Single Project Agreement 2017.010 Ver.1 2.2. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.3. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, the COUNTY's schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by the COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT's control and fault. 2.4. Providing renderings or models for the COUNTY's use. 2.5. Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting the COUNTY in obtaining such process licensing. 2.6. Furnishing services of independent professional associates and consultants f or other than the Basic Services to be provided by CONSULTANT hereunder. 2.7. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by the COUNTY, other than visits to the Project site or the COUNTY's office. 2.8. Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.9. Preparing to serve or serving as a CONSULTANT or witness for the COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.10. Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authorit y to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instru ctions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: Page 6 of 32 PSA Single Project Agreement 2017.010 Ver.1 a. The scope of services to be provided and performed by the CONSULTANT hereunder; b. The time the CONSULTANT is obligated to commence and complete all such services; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT. 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 the COUNTY 's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; d. Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from the COUNTY for all or any designated portion of the Project and shall be performed and completed in accordance with t he Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specifi c cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's services from any cause whatsoever, including those for which the COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time Page 7 of 32 PSA Single Project Agreement 2017.010 Ver.1 to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned “No Damage For Delay” provision . This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 cal endar days, CONSULTANT’s compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY’s Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT 's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, o r when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. Grant Funded: The hourly rates as set forth and identified in Schedule Page 8 of 32 PSA Single Project Agreement 2017.010 Ver.1 B, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). The COUNTY 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 the COUNTY 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 the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY’s use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY’s use of the Project Documents to complete the Project following CONSULTANT’s termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agree ment or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy a ll such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, 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 Page 9 of 32 PSA Single Project Agreement 2017.010 Ver.1 any other rights or remedies which otherwise may be available to an inde mnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 8.1.1. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT’s obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 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 Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests’ provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self - insurance program carried by the COUNTY applicable to this Project, and the “Other Insurance” provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. Page 10 of 32 PSA Single Project Agreement 2017.010 Ver.1 9.4. CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, 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. 9.5.2. The insurance company must have a current A. M. Best financial rating of “Class VI” or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. All personne l, identified in Schedule F shall not be removed or replaced without the COUNTY’s prior written consent. 10.3. CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be performed by the subconsultan t or subcontractor so that the sub consulting 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 the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall Page 11 of 32 PSA Single Project Agreement 2017.010 Ver.1 provide that, at the COUNTY’s discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptan ce of CONSULTANT's services nor payment by the COUNTY shall be deemed to be a waiver of any of the COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT’s failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT's failure to properly and timely perform the services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. The COUNTY shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTA NT. In the event of such termination for convenience, CONSULTANT'S recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CO NSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. Page 12 of 32 PSA Single Project Agreement 2017.010 Ver.1 12.4. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are in CONSULTANT’s possession or under its control. 12.5. The COUNTY shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida’s Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving THE COUNTY a second fourteen (14) days written notice of CONSULTANT’s intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to the COUNTY of CONSULTANT’s intent to terminate this Agreement. If the COUNTY 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 COUNTY, terminate the Agreement and recover from the COUNTY 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 the COUNTY. ARTICLE THIRTEEN 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. 13.2. CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT’s services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. Page 13 of 32 PSA Single Project Agreement 2017.010 Ver.1 ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Director: _____________________________________________ Division Name: _____________________________________________ Address: _____________________________________________ _____________________________________________ Administrative Agent/PM: _____________________________________________ Telephone: _____________________________________________ E-Mail(s): _____________________________________________ 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: _____________________________________________ Address: _____________________________________________ _____________________________________________ Authorized Agent: _____________________________________________ Attention Name & Title: _____________________________________________ Telephone: _____________________________________________ E-Mail(s): _____________________________________________ Page 14 of 32 PSA Single Project Agreement 2017.010 Ver.1 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY 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 the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein , and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL Schedule G Other: __________________________________________ Solicitation # ______________, including all Attachment(s), Exhibit(s) & Addendum Consultant’s Proposal Page 15 of 32 PSA Single Project Agreement 2017.010 Ver.1 17.10. Grant Funded Projects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY’s Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY’s discretion. 17.11. Applicability. Sections corresponding to any checked box ( ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company , corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT’s compensation shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be Page 16 of 32 PSA Single Project Agreement 2017.010 Ver.1 awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by represent atives of CONSULTANT with full decision-making authority and by the COUNTY’s staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of deposi tions 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 the COUNTY’s staff person who would make the presentation of any settlement reached at mediation to the COUNTY’s board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the C ONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Page 17 of 32 PSA Single Project Agreement 2017.010 Ver.1 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk By: Date: By: , Chairman Approved as to Form and Legality: County Attorney Name Consultant: Consultant’s Witnesses: By: Witness Name and Title Name and Title Witness Name and Title Page 18 of 32 PSA Single Project Agreement 2017.010 Ver.1 SCHEDULE A SCOPE OF SERVICES following this page (pages ____ through ___) 1 18-7245 – Collier County Comprehensive Watershed Improvement Plan Schedule A Phase 1 - Permitting Needs Assessment, Data Collection, and Analysis The County and its consultants shall meet with various agencies with all available data compiled in a useful format for such meetings, to determine what additional data is necessary for project permitting. This phase is necessary to determine which permits and regulatory requirements may or may not be necessary for the project. Following the needs assessment, the Consultant will collect additional data and conduct targeted analyses required to support the Phase 2 permitting tasks. Phase 1 will consist of the following activities: 1.1 Team Workshop and Preliminary Data Compilation An initial workshop will be held in Collier County’s offices to facilitate the transfer of knowledge to the Consultant Team including a discussion of potential permitting obstacles. Following the workshop, compilation of data will include: • Development of background information, including a detailed project description, site location and anticipated environmental issues • Compilation of relevant available data (including GIS data) to coordinate with regulatory agencies in identifying potential environmental issues and permitting requirements 1.2 Agency/Stakeholder Coordination and Pre-Application Meetings • Coordination and meetings with state and federal regulatory agencies for necessary monitoring and permitting requirements for species, habitats and wetlands and may include: o Meeting with Florida Forestry Service (FFS), U.S. Fish and Wildlife Service (USFWS), Florida Fish and Wildlife Conservation Commission (FWC) and National Marine Fisheries Service (NMFS) to review listed species and habitats potentially impacted by the proposed project and develop list of species for which surveys should be implemented, and to discuss permitting requirements o Meet with U.S. Army Corps of Engineers (USACE) and Florida Department of Environmental Protection (FDEP) to review preliminary wetland data (GIS-based) and determine level of effort for wetlands characterization, including anticipated shifts in vegetation, and anticipated permitting requirements. o Meet with USACE and the U.S. Environmental Protection Agency (EPA) to determine the level of effort for NEPA analysis • Coordination with USACE regarding Picayune Strand - It is anticipated that the nearby restoration efforts for Picayune Strand have the potential to complicate the permitting associated with the County’s project. While the South Florida Water Management District (SFWMD) Big Cypress Basin (BCB) has been fully aware of the County’s project on a staff level, projects being completed by state and federal agencies will be coordinated, at a technical and staff level, with the County’s project. This effort will involve maintaining close coordination between the County’s modeling team and the BCB and others as related to the use of the USACE’s Gridded Surface/Subsurface Hydrologic Analysis (GSSHA; aka “Geisha”) model. 2 • Coordination with the City of Naples and Rookery Bay National Estuarine Research Reserve (RBNERR). • Meetings and Coordination with other stakeholders, including the Florida Department of Transportation (FDOT), affected property owners and the public. This task may extend beyond the initial permitting needs assessment phase and into the permit application phase. Presentation and display materials for such meetings will be developed as required. 1.3 Environmental Data Collection and Analysis This Task includes preliminary data collection to evaluate changes in habitat, actual rates of infiltration and evapotranspiration, and changes in water quality associated with project implementation. FFS highlighted the fact that it will be vital for the County to know the impacts of its own project on things like water levels, habitat and water quality. As such, this effort is anticipated to be designed as a Before and After, Control and Impact (BACI) study design and will involve setting up a series of randomly located sampling locations in areas likely to be impacted by project components (the Impact stratum) as well as areas outside of the footprint of the project (the Control stratum). As well, data would be collected both before project completion, as well as after project completion. Collected data would be used in any required modifications of the modeling effort. The following components would be involved: • Site selection of monitoring locations – The Consultant, in consultation with the County, will design and implement an environmental data collection program. The objective of this environmental data collection (i.e., monitoring) is to evaluate changes in habitat and water quality that may occur with implementation of the CWIP. The Request for Proposals called for 30 random locations within the area of project impacts and 30 random locations in areas likely to be unimpacted by the project. Sampling stations within the areas of project impacts must represent the full range of areas affected by the CWIP features and they must remain suitable for sampling over a long period. However, random site selection within the area targeted for restoration may not be the best approach to sample site identification. The reference area may contain a range of natural communities that the restoration plan wishes to replicate. Thus, we will assess random and selected sample point alternatives for the County to review. The final number and locations of monitoring sites will be determined at this stage in consultation with the County and FFS. • Sampling locations will be surveyed in by a licensed survey and mapping firm, to include top of well and natural ground. • At each of the locations, bi-annual and quantitative sampling of the vegetation (up to 4 events) o Species richness o Species diversity o Percent native vs. non-native • At each of the locations, quarterly recording of water levels and/or groundwater levels via use of piezometers and/or staff gages (up to 8 events) • At each of the locations, quarterly collection of water quality data (for surface water samples) for the following parameters (up to 8 events) o Water temperature o pH o Dissolved oxygen o Specific conductance 3 o Total nitrogen o Total phosphorous • Analysis and presentation of collected data in graphical and tabular format, as well as spatial (GIS) mapping to include: o Simple statistical measures (e.g. range, median standard deviation, and 25th and 75th percentile) and GIS plots of data by location will be used to evaluate initial water quality monitoring results. As data accumulate from multiple monitoring periods, more advanced statistical methods may prove useful for data evaluation. Similarly, simple statistics and GIS plots will suffice for initial evaluation of vegetation monitoring results but other methods, including multivariate analyses may become useful as data accumulate. o Existing mapping of vegetation and habitat will be used and/or adapted where suitable, such as the Florida Natural Areas Inventory (FNAI) mapping FLUCCS habitat mapping currently underway for the Picayune Strand, expected to be available by summer of 2018. o Identification of expected / observed water levels by habitat and projections of habitat - level water elevation changes, potential community shifts, and seasonal summaries by area o Listed species habitats, habitat characterizations, GIS analysis of changes to habitat footprints (if any) with additional wet season hydration 1.4 Hydrologic, Hydraulic, and Water Quality Modeling and Analysis This effort may require modification of prior estimates of the degree of change in groundwater elevations due to the Project. This will require refinements to the County’s MIKE SHE/MIKE-11 model to reflect those changes and working to gain consensus with other agencies regarding model results. This effort will focus on refining estimates of changes in groundwater elevations in the following locations: o Northern flow-way o I-75 Canal and South Belle Meade spreader o Picayune Strand State Forest and Picayune Strand Restoration Project o Six L’s agricultural area o Urban areas along Henderson Creek and south of U.S.41 Model refinements will incorporate the surface and groundwater level monitoring results from the Task 1.3 data collection efforts, which will be used to further calibrate the MIKE SHE model with respect to infiltration rates and evapotranspiration. Additional model detail (described below), will help to leverage those data collection efforts to improve the robustness and reliability of the model results. Within the Henderson Creek/Belle Meade Watershed, the County’s previous consultant team adopted previous model refinements implemented by Interflow Engineering, LLC (now a part of Taylor Engineering, Inc.) as part of the Rookery Bay restoration study. Taylor Engineering recently updated the County’s model for the SFWMD, as part of the Big Cypress Basin Flood Protection Level of Service (FPLOS) project. This update included adding detail certain areas and improving the model calibration for existing conditions. The BCB FPLOS version of the model contains all of the previous updates and will serve as the basis for the updated existing conditions model. The most significant model improvement the Taylor/Interflow Team made as part of the Rookery Bay (Henderson Creek) restoration was to reduce the model grid cell size from the original 1,500 feet to 375 feet. That change allowed the simulation of overland flow in two dimensions within the Belle Meade Flow- 4 Way and other areas, where the previous model simulated all major overland conveyances using only the 1-D MIKE-11 component. Smaller grid cells allow better representation of the natural topography and thus more accurate representation of the 2-dimensional flow fields critical for estimating wetland hydroperiods and water budgets. The current version of the County’s model utilizes 500-foot grid cells. If the project budget allows, the cell spacing could be reduced to 250 feet while still maintaining reasonable simulation times. The increased accuracy would provide better representation of overland flow, evapotranspiration, groundwater flows and levels, and wetland hydroperiods in the areas of interest, thus resulting in a more reliable and defensible modeling tool to support final design and permitting. Interpreting the model results of both current and proposed conditions will be closely coordinated with the wetland scientists and ecologists within the Taylor team and stakeholder agencies such as the FFS and FWC. This effort will help to ensure the proposed project will result in hydrology suitable to support the target vegetation communities. Nutrient modeling of pre- and post- project conditions will be required to demonstrate the levels of nitrogen and phosphorus removal provided by the constructed flow-ways and within the Belle Meade flow-way. Depending on the requirements of FDEP, this effort may require a more sophisticated water quality modeling approach that utilizes the results of the hydraulic and hydrologic modeling currently available. This could be accomplished either via a more sophisticated analytical approach, or by utilizing the water quality module built-in to the MIKE SHE software. The approach for this effort will be refined following initial discussions with FDEP. Phase 2 – Permitting and Grant Management This second phase of project development is preparation of design plans suitable to support permit applications, along with all required data, narratives, and exhibits. Initial agency coordination in Phase 1 will have determined the permitting requirements for species, habitats, wetlands, and infrastructure. Subsequent pre-application meetings with agencies having jurisdiction over the project will establish the level of information required to achieve completeness for agency review. 2.1 Prepare Permit Applications Depending on the results of the Permitting Needs Assessment and data collection activities, it is anticipated that sufficient funding may remain to perform permitting and design activities required by regulatory agencies for the following permits: • SFWMD Conceptual Environmental Resource Permit (ERP) • USACE Federal Dredge and Fill Permit Task includes development of permit applications and associated narratives, analyses, and exhibits such as: • GIS mapping of vegetation and species pre- and post-project (projected), • Water level and depth mapping pre- and post-project for an array of conditions including expected seasonal changes and design storm events required per the Basis of Review, • NEPA support including environmental and biological assessments, and • Responses to requests for additional information (RAIs) 2.2 Prepare Preliminary Design Plans The activities completed in Phase 1 will be used to update the design parameters of the previous (Atkins, 2016) conceptual design plans. The Consultant will develop a refined and updated set of 5 conceptual/preliminary drawings that will serve to support the permit applications. These drawings will not be of sufficient detail for construction but will convey the design intent suitable for a conceptual ERP. Design-level surveys of individual project areas (i.e., for preparation of final construction drawings) are not included in this effort. 2.3 Grant Management Activities Collier County has pledged all of Pot 1 ($6M) and all of Pot 3 ($12M) to the execution of this project. The total cost of this project is estimated to be approximately $32M leaving a funding shortfall of approximately $14M. Grant management services are anticipated to work with staff to identify, educate and secure additional funding sources from federal and state decision makers within the RESTORE Act umbrella to complete the funding of this project. As part of this phase, the Taylor Team will assist the County in preparing materials to support grant applications for the balance of funds needed for construction. Initial efforts will likely focus on Pot 2 of the RESTORE Act funds. We will also seek other potential funding mechanisms in the event the RESTORE funding (beyond the $18 million already identified) falls short of the estimated $32 million cost. In addition to those sources the County has already identified other potential opportunities including the NOAA Coastal Resilience Grant and the National Fish & Wildlife Foundation. This task also includes assisting the County with monitoring, reporting, and submittals for expenditure reimbursements for the currently committed RESTORE Act funding. Assumptions Due to the uncertainty associated with permitting a project of this size and complexity, several assumptions were required in the developing this Scope of Work. If any of these assumptions prove to be erroneous, adjustments to the scope and budget will likely be necessary: 1. Salinity modeling of Rookery Bay mangrove wetlands and Rookery Bay open waters receiving freshwater inflows will not be required. Predictions of current wet season freshwater deficits will be sufficient to support regulatory acceptance of proposed flows into Rookery Bay. 2. Any necessary water quality sampling within Rookery Bay or the adjacent coastal wetlands will be undertaken by others. 3. Existing data and/or literature values on surface sediment nutrient concentrations are sufficient to use as the basis for nutrient modeling to verify nitrogen and phosphorus removal predictions as water passes from the GGC to the Six-Ls agricultural area (summarized in CCWIP [Final] September 23, 2013, pp 52-52). Modeling will apply analytical models of nitrogen and phosphorus species to estimate soil and water column nutrient dynamics, possibly in conjunction with the MIKE SHE modeling using the ECO Lab module. 4. No modeling of soil – water column nutrient exchanges or dynamics in the Six-Ls agricultural area will be performed as part of this project. 5. Sufficient water quality data from the Six-Ls agricultural area (or similar tomato farm environments elsewhere in Florida) are available to make preliminary assessments of effects of those soils on water quality if used as a flow-way and preliminary assessment of potential vegetation community and wildlife impacts associated with restoration of wetlands on those properties. 6. As part of stakeholder outreach efforts, Collier County will assist in identifying the stakeholder groups and contacts, meeting locations and other support details. 6 7. The SFWMD and USACE will lead state and federal permit application reviews. The Consultant will request a conceptual ERP from SFWMD and a dredge and fill permit from the USACE. 8. No Florida Department of Transportation (FDOT) drainage connection permits are included at this stage of project development. 9. Survey requirements limited to the well locations (approximately 60). References Atkins, 2016. Collier County Comprehensive Watershed Improvement Plan. Prepared for Collier County and the Rookery Bay National Estuarine Research Reserve. Page 19 of 32 PSA Single Project Agreement 2017.010 Ver.1 SCHEDULE B BASIS OF COMPENSATION 1. MONTHLY STATUS REPORTS B.1.1. As a condition precedent to payment, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY’s reasonable satisfaction. Lump sum payments will be made upon the percentage complete. In no event shall such Time and Materials compensation exceed the amounts set forth in the table below. Tasks/Item Description Lump Sum Time and Materials Not-To- Exceed $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Lump Sum Fee $ $ Total Time and Materials Fee $ $ GRAND TOTAL FEE $ $ Page 20 of 32 PSA Single Project Agreement 2017.010 Ver.1 B.2.2. * Time and Material Fees: The fees noted in Section B.2.1. shall constitute the amounts to be paid to CONSULTANT for the performance of the Basic Services. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT’s personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT’s Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY’s prior written approval. B.2.2.1. Notwithstanding anything herein to the contrary, in no event may CONSULTANT’s monthly billings, on a cumulative basis, exceed the sum determined by multiplying th e applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.3. * Lump Sum Fees: The fees noted in Section 2.1. shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Basic Services. There shall be no overtime pay without the COUNTY’s prior written approval. B.2.3.1 CONSULTANT shall submit, with each of the monthly status reports provided for under Section B.1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement , if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY’s prior written approval. B.2.5. The compensation provided for under Section B.2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. Page 21 of 32 PSA Single Project Agreement 2017.010 Ver.1 3. SCHEDULE OF PAYMENTS B.3.1. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified d eadline period is subject to non-payment under the legal doctrine of “laches” as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT’s letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for this Agreement or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with §112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, al l in accordance with §112.061, Fla. Stat. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project. B.3.4.1.4. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. B.3.4.1.5. Expense of models for the County’s use. Page 22 of 32 PSA Single Project Agreement 2017.010 Ver.1 B.3.4.1.6. Other items on request and approved in writing by the COUNTY. B.3.4.1.7. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. B.3.4.1.8. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. B.3.5. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. Page 23 of 32 PSA Single Project Agreement 2017.010 Ver.1 SCHEDULE B – ATTACHMENT 1 CONSULTANT’S HOURLY RATE SCHEDULE Title Hourly Rate The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added via an Amendment upon mutual agreement in advance and in writing by the parties. *Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 24 of 32 PSA Single Project Agreement 2017.010 Ver.1 SCHEDULE C PROJECT MILESTONE SCHEDULE Task/Item Description Cumulative Number of Calendar Days For Completion from Date of Notice to Proceed for Services under this Agreement Page 25 of 32 PSA Single Project Agreement 2017.010 Ver.1 SCHEDULE D INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required 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 obligat ions. All self-insured retentions or deductibles will be CONSULTANT’s sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will n ot be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, 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 COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY 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 COUNTY. Page 26 of 32 PSA Single Project Agreement 2017.010 Ver.1 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insu rance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? Yes No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $_____________for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker’s Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? Yes No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? Yes No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? Yes No A. 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, Page 27 of 32 PSA Single Project Agreement 2017.010 Ver.1 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 comp letion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $_____________ Per Occurrence, $_____________aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self -insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an “Additional Insured” on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non -contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor’s policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Service s under this Agreement. Required by this Agreement? Yes No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? Yes No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? Yes No Business Auto Liability: Coverage shall have minimum limits of $_____________Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non-The ownership. Page 28 of 32 PSA Single Project Agreement 2017.010 Ver.1 18. TECHNOLOGY ERRORS AND OMISSIONS INSURANCE. Required by this Agreement? Yes No Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $_____________Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? Yes No Cyber Insurance: Coverage shall have minimum limits of $_____________Per Occurrence. 20. UMBRELLA LIABILITY. A. 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 inc lude all coverages on a "following form" basis. B. 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. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? Yes No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $____________each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, 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 the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY 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 Page 29 of 32 PSA Single Project Agreement 2017.010 Ver.1 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 reinstate d 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 the COUNTY. 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with the COUNTY and the COUNTY’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 the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY 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. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY’s Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D Page 30 of 32 PSA Single Project Agreement 2017.010 Ver.1 This schedule is not applicable. SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, (company’s name) 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 “ “project is accurate, complete and current as of the time of contracting. BY: TITLE: DATE: Page 31 of 32 PSA Single Project Agreement 2017.010 Ver.1 SCHEDULE F KEY PERSONNEL Name Personnel Category Percentage of Time Page 32 of 32 PSA Single Project Agreement 2017.010 Ver.1 SCHEDULE G Other: __________________________________________ (Description) following this page (pages ____ through ___) this schedule is not applicable EXHIBIT A FEDERAL CONTRACT PROVISIONS FCP-1 FEDERAL UNITED STATES DEPARTMENT OF TREASURY – CFDA 21.015 The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. The County must comply, and require each of its contractors, and subcontractors employed in the completion of the activity, project, or program to comply with all federal statutes, federal regulations, executive orders (EOs), Office of Management and Budget (OMB) circulars, Standard Terms and Conditions, Program-Specific Terms and Conditions, and any Special Award Conditions of this federal financial assistance award (“Award”), as applicable, in addition to the certifications and assurances required at the time of application. Any inconsistency or conflict in Standard Terms and Conditions, Program-Specific Terms and Conditions, and any Special Award Conditions of this Award will be resolved according to the following order of precedence: federal laws, federal regulations, applicable notices published in the Federal Register, EOs, OMB circulars, Treasury’s Standard Terms and Conditions, Program-Specific Terms and Conditions, and any Special Award Conditions. Special Award Conditions may amend or take precedence over Standard Terms and Conditions and Program-Specific Terms and Conditions. Standard Terms and Conditions may be found at: https://www.treasury.gov/services/restore- act/Documents/RESTORE%20ACT%20Standard%20Terms%20and%20Conditions_August_2017.pdf Contractor means an entity that receives a contract. The services performed by the awarded Contractor and its subcontractors shall be in compliance with all applicable grantor regulations/requirements, and additional requirements specified in this document in the completion of the activity, project or program. It shall be the awarded Contractor’s responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. In general, 1) The contractor (including all subcontractors) must insert these contract provisions in each lower tier contracts ( e.g. subcontract or sub-agreement); 2) The contractor (or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower-tier subcontractor or service provider. EXHIBIT A FEDERAL CONTRACT PROVISIONS FCP-2 FEDERAL CONTRACT PROVISIONS Administrative, contractual, or legal remedies (Ref. 41 U.S.C. 1908, 2 CFR § 200 Appendix II (A) Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Records Retention - The Contractor must retain all records pertinent to this project for a period of three years, beginning on a date as described in 2 C.F.R. § 200.333. Access to Records The contractor must make available to Treasury, the Treasury Office of Inspector General, and the Government Accountability Office any documents, papers or other records, including electronic records, of the contractor that are pertinent to this Award, in order to make audits, investigations, examinations, excerpts, transcripts, and copies of such documents. This right also includes timely and reasonable access to the contractor’s personnel for the purpose of interview and discussion related to such documents. This right of access shall continue as long as records are retained Access to Sites The Treasury, the Treasury Office of Inspector General, and Government Accountability Office shall have the right during normal business hours to conduct announced and unannounced onsite and offsite physical visits of recipients and their contractors corresponding to the duration of their records retention obligation for this project/award. No Government Obligation to Third Parties - Applies to all contracts. The County and the Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Vendor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. It is further agreed that the clause shall not be modified, except to identify the subcontract who will be subject to its provisions. Clean Air and Federal Water Pollution Control Acts (Reference: 2 CFR § 200 Appendix II (G)) Contracts and sub grants of amounts in excess of $150,000 shall contain a provision that requires the Contractor or recipient to comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401–7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251–1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Energy Policy and Conservation Act - (Reference 2 CFR § 200 Appendix II (H)) The contractor shall co mply with any mandatory standards and policies relating to energy efficiency which are contained in the Florida state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871, 42 U.S.C Section 6201) Debarment and Suspension (Reference 2 CFR § 200 Appendix II (I)), 31 C.F.R. Part 19) Contract awards that exceed the small purchase threshold and certain other contract awards shall not be made to parties listed on the government wide Excluded Parties List System in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235), ‘‘Debarment and Suspension.’’ The Excluded Parties List System in SAM contains the names of parties debarred, EXHIBIT A FEDERAL CONTRACT PROVISIONS FCP-3 suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must verify each lower tier participant of a “covered transaction” under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) (Reference 2 CFR § 200 Appendix II (J)) - Contractors must certify it will not and has not used Federal appropriated funds have been paid or will be paid, by or to any person or organization for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. The certification includes any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Contractors and subcontractors must submit form SF-LLL to the County with 15 calendar days following the end of the calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure from previously filed. Procurement of Recovered Materials - (a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Contractor shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition. The Contractor shall procure items designated in the EPA guidelines that contain the highest percentage of recovered materials practicable unless the Contractor determines that such items: (1) are not reasonably available in a reasonable period of time; (2) fail to meet reasonable performance standards, which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price. (b) Paragraph (a) of this clause shall apply to items purchased under this contract where: (1) the Contractor purchases in excess of $10,000 of the item under this contract; or (2) during the preceding Federal fiscal year, the Contractor: (i) purchased any amount of the items for use under a contract that was funded with Federal appropriations and was with a Federal agency or a State agency or agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and outside that contract. Diversity (Reference 2 CFR § 200.321) The County is dedicated to fostering the continued development and economic growth of small, minority-, women-, and service-disabled veteran business enterprises. All contracting and subcontracting opportunities afforded by this solicitation/contract are strongly encouraged to contribute as both Contractors and Sub-Contractors. Firms may be required to submit documentation addressing diversity and describing the efforts being made to encourage the participation of small, minority- , women-, and service-disabled veteran business enterprises. Information on Certified Minority Business Enterprises (CMBE) and Certified Service-Disabled Veteran Business Enterprises (CSDVBE) is available from the Office of Supplier Diversity at: http://dms.myflorida.com/other_programs/office_of_supplier_diversity_osd/ Subcontractng The County must follow all procurement requirements set forth in 2 C.F.R. §§ 200.318, 200.319, 200.320, 200.321, 200.323, and 200.324. The contractor, and/or subcontractor must not sub- contract any part of the approved project to any agency or employee of Treasury and/or other federal department, agency, or instrumentality without the prior written approval of Treasury. Treasury will forward all requests to Treasury’s Office of General Counsel for review before making a decision. Treasury will notify the recipient in writing of the final determination. EXHIBIT A FEDERAL CONTRACT PROVISIONS FCP-4 Environmental Requirements - Collier County must comply with all environmental standards, and provide information requested by Treasury relating to compliance with environmental standards, including but not limited to the following federal statutes, regulations, and EOs. 1. National Historic Preservation Act, as amended (54 U.S.C. § 300101 et seq.) and Archeological and Historic Preservation Act, as amended (54 U.S.C. § 312501 et seq.) 2. The National Environmental Policy Act of 1969, as amended (42 U.S.C. § 4321 et seq.) 3. Clean Air Act, as amended (42 U.S.C. § 7401 et seq.), Clean Water Act, as amended (33 U.S.C. § 1251 et seq.), and EO 11738 4. The Flood Disaster Protection Act of 1973, as amended (42 U.S.C. § 4002 et seq.) 5. The Endangered Species Act of 1973, as amended, (16 U.S.C. § 1531 et seq.) 6. The Coastal Zone Management Act, as amended, (16 U.S.C. § 1451 et seq.) 7. The Coastal Barriers Resources Act, as amended, (16 U.S.C. § 3501 et seq.) 8. The Wild and Scenic Rivers Act, as amended, (16 U.S.C. § 1271 et seq.) 9. The Safe Drinking Water Act of 1974, as amended, (42 U.S.C. § 300f-j) 10. The Resource Conservation and Recovery Act of 1976, as amended, (42 U.S.C. § 6901 et seq.) 11. The Comprehensive Environmental Response, Compensation, and Liability Act (Superfund) (42 U.S.C. § 9601 et seq.) and the Community Environmental Response Facilitation Act (42 U.S.C. § 9601 note) 12. Magnuson-Stevens Fishery Conservation and Management Act, as amended (16 U.S.C. §1801) 13. Marine Mammal Protection Act, as amended (16 U.S.C § 31) 14. Migratory Bird Treaty Act, as amended (16 U.S.C. §§ 703-712) 15. Responsibilities of Federal Agencies to Protect Migratory Birds, EO 13186 16. Bald and Golden Eagle Protection Act, as amended (16 U.S.C. § 668-668d) 17. Marine Protection, Research and Sanctuaries Act (33 U.S.C. §§ 1401-1445 and 16 U.S.C.§§ 1431—1445) 18. National Marine Sanctuaries Act, as amended (16 U.S.C. § 1431 et seq.) 19. Rivers and Harbors Act of 1899 (33 U.S.C § 407) 20. Environmental Justice in Minority Populations and Low Income Populations, EO 12898, as amended 21. Floodplain Management, EO 11988, as amended by EO 13690 and, Protection of Wetlands, EO 11990, May 24,1977, as amended by EO 12608 22. Farmland Protection Policy Act, as amended (7 U.S.C. § 4201 et. seq.) 23. Coral Reef Protection, EO 13089Invasive Species, EO 13112 Disclaimer Provisions The United States expressly disclaims any and all responsibility or liability to the recipient or third persons for the actions of the recipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this Award or any other losses resulting in any way from the performance of this Award or any subaward, contract, or subcontract under this Award. Prohibited and Criminal Activities a. The Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3812), provides for the imposition of civil penalties against persons who make false, fictitious, or fraudulent claims to the federal government for money (including money representing grants, loans or other benefits). b. False Statements, as amended (18 U.S.C. § 1001) provides that whoever makes or presents any materially false, fictitious, or fraudulent statements to the United States shall be subject to imprisonment of not more than five years. c. False, Fictitious, or Fraudulent Claims, as amended (18 U.S.C. § 287) provides that whoever makes or presents a false, fictitious, or fraudulent claim against or to the United States shall be subject to imprisonment of not more than five years and shall be subject to a fine in the amount provided in 18 U.S.C. § 287. EXHIBIT A FEDERAL CONTRACT PROVISIONS FCP-5 d. False Claims Act, as amended (31 U.S.C. 18 U.S.C. § 3729 et seq.), provides that suits under this act can be brought by the federal government, or a person on behalf of the federal government, for false claims under federal assistance programs e. Copeland “Anti-Kickback” Act, as amended (18 U.S.C. § 874 and 40 U.S.C. § 276c), prohibits a person or organization engaged in a federally supported project from enticing an employee working on the project from giving up a part of his compensation under an employment contract. The Copeland “Anti-Kickback” Act also applies to contractors and subcontractors pursuant to 40 U.S.C. § 3145. American-Made Equipment and Products The contractor is hereby notified that it is encouraged, to the greatest extent practicable, to purchase American-made equipment and products with funding provided under this contract as allowed. Increasing Seat Belt Use in the United States Pursuant to EO 13043, the recipient should encourage its employees and contractors to enforce on-the-job seat belt policies and programs when operating company-owned, rented or personally owned vehicles. Minority Serving Institutions (MSIs) Initiative Pursuant to EOs 13555 and13270, as amended, Treasury is strongly committed to broadening the participation of MSIs in its financial assistance programs. Treasury’s goals include achieving full participation of MSIs in order to advance the development of human potential, strengthen the nation’s capacity to provide high-quality education, and increase opportunities for MSIs to participate in and benefit from federal financial assistance programs. Treasury encourages recipients to include meaningful participation of MSIs. Institutions eligible to be considered MSIs are listed on the Department of Education website at http://www2.ed.gov/about/offices/list/ocr/edlite-minorityinst.html. Care and Use of Live Vertebrate Animals Recipients must comply with the Laboratory Animal Welfare Act of 1966 (Public Law 89- 544), as amended, (7 U.S.C. § 2131 et seq.) (animal acquisition, transport, care, handling, and use in projects), and implementing regulations, 9 C.F.R. Parts 1, 2, and 3; the Endangered Species Act, as amended, (16 U.S.C. § 1531 et seq.); Marine Mammal Protection Act, as amended, (16 U.S.C. § 1361 et seq.) (taking possession, transport, purchase, sale, export or import of wildlife and plants); the Nonindigenous Aquatic Nuisance Prevention and Control Act, as amended, (16 U.S.C. § 4701 et seq.) (ensure preventive measures are taken or that probable harm of using species is minimal if there is an escape or release); and all other applicable statutes pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by federal financial assistance. Publications and Signage Any publications (except scientific articles or papers appearing in scientific, technical, or professional journals) or signage produced with funds from this Award, or informing the public about the activities funded in whole or in part by this Award, must clearly display the following language: “This project was paid for [in part] with federal funding from the Department of the Treasury under the Resources and Ecosystems Sustainability, Tourist Opportunities, and Revived Economies of the Gulf Coast States Act of 2012 (RESTORE Act).” Publications (except scientific articles or papers appearing in scientific, technical, or professional journals) produced with funds from this Award must display the following additional language: “The statements, findings, conclusions, and recommendations are those of the author(s) and do not necessarily reflect the views of the Department of the Treasury.” EXHIBIT A FEDERAL CONTRACT PROVISIONS FCP-6 Homeland Security Presidential Directive 12 If the performance of this Award requires the recipient’s personnel to have routine access to Treasury- controlled facilities and/or Treasury-controlled information systems (for purpose of this term “routine access” is defined as more than 180 days), such personnel must undergo the personal identity verification credential process. In the case of foreign nationals, Treasury will conduct a check with U.S. Citizenship and Immigration Services’ (USCIS) Verification Division, a component of the Department of Homeland Security (DHS), to ensure the individual is in a lawful immigration status and that he or she is eligible for employment within the United States. Any items or services delivered under this Award must comply with Treasury personal identity verification procedures that implement Homeland Security Presidential Directive 12, “Policy for a Common Identification Standard for Federal Employees and Contractors”, FIPS PUB 201, as amended, and OMB Memorandum M-05-24, as amended. The County must ensure that its contractors (at all tiers) performing work under this Award comply with the requirements contained in this Section V.14. Treasury may delay final payment under this Award if the contractor fails to comply with the requirements listed in the section below. The County must insert the following term in all contracts when the contractor is required to have routine physical access to a Treasury-controlled facility or routine access to a Treasury-controlled information system: a. The contractor must comply with Treasury personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive 12 (HSPD-12), Office of Management and Budget (OMB) Guidance M-05-24, as amended, and Federal Information Processing Standards Publication, FIPS PUB 140-2, as amended, for all employees under this contract who require routine physical access to a federally controlled facility or routine access to a federally controlled information system. b. The contractor must account for all forms of government-provided identification issued to the contractor employees in connection with performance under this contract. The contractor must return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by Treasury: i. When no longer needed for contract performance; ii. Upon completion of the contractor employee’s employment; or iii. Upon contract completion or termination. Foreign Travel The contractor may not use funds from this contract for travel outside of the United States unless Treasury provides prior written approval. Non-Discrimination Requirements - No person in the United States shall, on the ground of race, color, national origin, handicap, age, religion, or sex, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity receiving federal financial assistance. The recipient is required to comply with all non-discrimination requirements summarized in this section, and to ensure that all contracts contain these nondiscrimination requirements. 1. Statutory Provisions a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) prohibits discrimination on the grounds of race, color, or national origin under programs or activities receiving federal financial assistance; b. Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681 et seq.) prohibits discrimination on the basis of sex under federally assisted education programs or activities; EXHIBIT A FEDERAL CONTRACT PROVISIONS FCP-7 c. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794) prohibits discrimination on the basis of handicap under any program or activity receiving or benefitting from federal assistance; d. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), prohibits discrimination on the basis of age in programs or activities receiving federal financial assistance; e. The Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.) (“ADA”), including the ADA Amendments Act of 2008 (Public Law 110-325, (“ADAAA”), prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto, as well as public or private entities that provide public transportation; f. Any other applicable non-discrimination law(s). 2. Regulatory Provisions a. Treasury Title VI regulations, 31 C.F.R. Part 22, implement Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000d, et seq.) which prohibits discrimination on the grounds of race, color, or national origin under programs or activities receiving federal financial assistance; b. Treasury Title IX regulations, 31 Part 28, implement Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681 et seq.) which prohibits discrimination on the basis of sex under federally assisted education programs or activities. 3. Other Provisions a. Parts II and III of EO 11246 (30 Fed. Reg. 12319, 1965), “Equal Employment Opportunity,” as amended by EO 11375 (32 Fed. Reg. 14303, 1967) and 12086 (43 Fed. Reg. 46501, 1978), require federally assisted construction contracts to include the nondiscrimination provisions of §§ 202 and 203 of EO 11246 and Department of Labor regulations implementing EO 11246 (41 C.F.R. § 60- 1.4(b), 1991). b. EO 13166 (August 11, 2000), “Improving Access to Services for Persons With Limited English Proficiency,” requires federal agencies to examine the services provided, identify any need for services to those with limited English proficiency (LEP), and develop and implement a system to provide those services so LEP persons can have meaningful access to them. 4. Title VII Exemption for Religious Organizations Generally, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq., provides that it shall be an unlawful employment practice for an employer to discharge any individual or otherwise to discriminate against an individual with respect to compensation, terms, conditions, or privileges of employment because of such individual’s race, color, religion, sex, or national origin. However, Title VII, 42 U.S.C. § 2000e-1(a), expressly exempts from the prohibition against discrimination on the basis of religion, a religious corporation, association, educational institution, or society with respect to the employment of individuals of a particular religion to perform work connected with the carrying on by such corporation, association, educational institution, or society of its activities. 5. Protections for Whistleblowers In accordance with 41 U.S.C. § 4712, neither the recipient nor any of its subrecipients, contractors (vendors), or subcontractors may discharge, demote, or otherwise discriminate against an employee as a reprisal for disclosing information to a person or entity listed below that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal EXHIBIT A FEDERAL CONTRACT PROVISIONS FCP-8 funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant: a. A Member of Congress or a representative of a committee of Congress; b. An Inspector General; c. The Government Accountability Office; d. A Treasury employee responsible for contract or grant oversight or management; e. An authorized official of the Department of Justice or other law enforcement agency; f. A court or grand jury; and/or g. A management official or other employee of the recipient, subrecipient, vendor, contractor (vendor), or subcontractor who has the responsibility to investigate, discover, or address misconduct. STATE PROVISIONS Conflict of Interest - This Contract/Work Order is subject to chapter 112, F.S. The vendor shall disclose the name of any officer, director, employee, or other agent who is also an employee of the State. Grantee shall also disclose the name of any State employee who owns, directly or indirectly, more than a five percent (5%) interest in the Contractor’s company or its affiliates. Interest of Members of, or Delegates to, Congress or Legislature – No member or delegate to the Congress of the United States, or the State of Florida legislature, shall be admitted to any share or part of the contract or any benefit arising therefrom. Discriminatory Vendors – Contractor shall disclose if they appear on the discriminatory vendor list. An entity or affiliate placed on the discriminatory vendor list pursuant to section 287.134, F.S. may not: 1) Submit a bid on an agreement to provide any goods or services to a public entity; 2) Submit a bid on an agreement with a public entity for the construction or repair of a public building or public work; 3) Submit bids on leases of real property to a public entity; or 4) Be awarded or perform work as a consultant under an agreement with any public entity; or transact business with any public entity. Lobbying - No funds received pursuant to this Agreement may be expended for lobbying the State Legislature, the judicial branch, or a state agency. Inspector General Cooperation - Contractor and subcontractors are obligated to comply with Section 20.055(5), Florida Statutes which states, “It is the duty of every state officer, employee, agency, special district, board, commission, contractor, and subcontractor to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant to this section. Beginning July 1, 2015, each contract, bid, proposal, and application or solicitation for a contract shall contain a statement that the corporation, partnership, or person understands and will comply with this subsection.” Scrutinized Companies – Pursuant Section 215.473, F.S. the Local Sponsor subcontractor certifies that it is not listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and/or Scrutinized Companies with Activities in Israel List (eff. 10.1.2016). Created Pursuant to Subsection 287.135(5), F.S., the subcontractor agrees the County may immediately terminate this Agreement for cause subcontractor is found to have submitted a false certification or if the subcontractor is placed on the Scrutinized Companies list during the term of the Agreement. EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES GCA - 1 GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE 1. Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions 2. Certification regarding Lobbying 3. Conflict of Interest 4. Anticipated DBE, M/WBE or VETERAN Participation Statement 5. Opportunity List for Commodities and Contractual Services and Professional Consultant Services 6. Acknowledgement of Grant Terms and Conditions TBD TBD TBD TBD TBD PROFESSIONAL SERVICES AGREEMENT Contract # 187245 for Collier County Comprehensive Watershed Improvement Plan ■❑ CCNA ❑ NON,CCNA THIS AGREEMENT is made and entered into this day of "20 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Taylor Engineering, Inc. , authorized to do business in the State of Florida, whose business address is 10151 Deerwood Park Blvd, Bldg. 300, Jacksonville FL 32256 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning Collier County Comprehensive Watershed Improvement Plan (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to COUNTY professional services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3, The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other Page I of32 PSA Single Project Agrcemont 2417.010 Wr.1 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 the COUNTY. 1.5. CONSULTANT designates John Loper, RE, a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7, The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page a of 32 P$A Single Project hgnvmen12017.010 Ver./ a Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 1,8. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTYS approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.9. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the 31age 3 o1'32 i'S11 �ingVe I'rujcd A�ree�n�n12017.biD VeK.I CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or riot the COUNTY obtained substitute performance. 1.10. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY'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 the COUNTY prompt written notice of any such subpoenas. 1.11. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real - Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL. SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by the COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. the COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If the COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences cf the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY 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 seep an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services, Page 4 c 0 2 PRA Single Pro uLd Agrccnicnt 2017.010 Yer, l �t4� 2.2, Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project_ 2,3_ Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, the COUNTY's schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by the COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT's control and fault. 2.4. Providing renderings or models for the COUNTY's use, 2.5. Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting the COUNTY in obtaining such process licensing. 2.6. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.7. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by the COUNTY, other than visits to the Project site or the COUNTY's office. 2.8. Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.9. Preparing to serve or serving as a CONSULTANT or witness for the COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.10. Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever; Page 5 of 32 PSA Singic Project Agreement 2017.010 Ver.I (a 3.2. a. The scope of services to be provided and performed by the CONSULTANT hereunder; b. The time the CONSULTANT is obligated to commence and complete all such services; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT. 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 the COUNTY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; d. Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement, and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from the COUNTY for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement, 4.2, Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's services from any cause whatsoever, including those for which the COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time Page G nf32 PSA Single Pruicet AgYeemulit 2017.010 VV.I to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT's compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays, 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right cr claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized_ Time and Materials. The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment Used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project 5.2. The hourly rates as set forth and identified in Schedule 6, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. Q Grant f=unded: The hourly rates as set forth and identified in Scheduie I'ta6C 7 of' 32 PSA Single Project Agrcmun12017,010 WL l (a B, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6,1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). The COUNTY 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 the COUNTY the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. (3,2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY's use of the Project Documents to complete the Project following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, 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 l'agc $ nE'32 I15A Singh Prujccl ftrecmeni2017.010 ver.1 (3 any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 8.9.1. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 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 Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9,3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project, and the "Other Insurance provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 9.3,5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. Page 9 ot`32 VSA Siegle 1'rojccl Agreement 2017,010 Ver.�� i., 9.4, CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, 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. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICFS BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONS ULTANT's own staff, unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F All personnel, identified in Schedule F shall not be removed or replaced without the COUNTY's prior written consent. 10.3. CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be perfcrmed by the subconsultant or subcontractor so that the sub consulting 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 the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall Page 10 oE'32, PSA Single Pmjccl Agreement 2017 010 Vero provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT's services nor payment by the COUNTY shall be deemed to be a waiver of any of the COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1, CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT's failure to properly and timely perform the services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.9, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3, The COUNTY shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. Page I l of 32 PSA Single Project Agreement 2017 01(.) Ver I 12.4. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control. 12.5. The COUNTY shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving THE COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to the COUNTY of CONSULTANT's intent to terminate this Agreement. If the COUNTY 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 COUNTY, terminate the Agreement and recover from the COUNTY 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 the COUNTY. ARTICLE THIRTEEN 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. 13.2. ❑■ CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. Page 12 of 32 PSA Single Project Agreement 2017.010 Ver.1 ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15,1, No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Director: Amy Patterson Division Name: Capital Project Planning, Impact Fees and Program Management Address: 2685 South Horseshoe Drive, Unit 103 a les, FL 34104 Administrative Agent/PM: Gary McAlpin Telephone: 239-282-5342 E-Mall(s): Gary, McAIn colliercount f . ov 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record; Company Name: Taylor Engineering, Inc, Address: 10151 Deerwood Park Blvd., Bldg. 300, Suite 304 Jacksonvi e FL 32255 Authorized Agent: John Lo ir, P.E. Attention Name & Title: Jon Loper, P.E., Associate Vice Press int Telephone: -813-963-6469 E-Mail(s): ITo—p6r@tayiorengineering.com Page 13 ot'32 PSA Single Project Agreemen12017.010 VerA 0 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY 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 the COUNTY. 17.4, Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.6. 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 SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE FE -1 Schedule E CCNA Protects: TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL Schedule G Other: Grant Certifications and Assurances Solicitation # 18-7245 , including all Attachment(s), Exhibit(s) & Addendum Consultant's Proposal Page 14 or32 PSA Single Projs.ct Agreement 2017.014 Ver I 17,10, U Grant Funded Pro'ects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 1$.1, This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19,1, CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. A At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-ln-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT's compensation shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287,133(2)(x) of the Florida Statutes which read as follows "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be 11,igc 150'32 PSA Smg1e Pruire� Agreement 2017.410r r �� t- J 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 TWD for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20 1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY 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 the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44,102, Fla. Stat. 20,2, Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Page I6n1':32 PSA Single Prnlect Agttcmcnl2017.010 Vero IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: Dwight E. Brock, Clerk M Date: Approved as to Form and Legality: County Attorney Name Consultant's Witnesses: Witness 7? w/ler Name and Title Witnesi / /yP57dz l�a�n,a G y• / c�PSiSh r� Name and Title BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Andy Solis, Esq. Chairman Consultant: Taylor En ineer'n Inc. By: JJun� LoP��� f�S�oGl.an'r V 1G1C 12, 5'061I Name and Title Page 17 of 32 PSA Single Project Agreement 2017.010 Ver.] �✓ SCHEDULE A SCOPE OF SERVICES F■ following this page (pages 1 through 6 ) Page 18 of 32 PSA Single Project Agreement 2017.010 Vent 18-7245 — Collier County Comprehensive Watershed Improvement plan Schedule A Phase 1 - Permitting Needs Assessment, Data Collection, and Analysis The County and Its consultants shall meet with various agencies with all available data compiled in a useful format for such meetings, to determine what additional data is necessary for project permitting. This phase is necessary to determine which permits and regulatory requirements may or may not be necessary for the project. Following the needs assessment, the Consultant will collect additional data and conduct targeted analyses required to support the Phase 2 permitting tasks. Phase t will consist of the following activities: 1,1 Team Workshop and Preliminary Data Compilation An initial workshop will be held in Collier County's offices to facilitate the transfer of knowledge to the Consultant Team including a discussion of potential permitting obstacles. Following the workshop, compilation of data will include: Development of background information, including a detailed project description, site location and anticipated environmental issues Compilation of relevant available data (including CIS data) to coordinate with regulatory agencies in Identifying potential environmental issues and permitting requirements 1.2 A enc /Stakeholder Coordination and Pre -Application Meelin s Coordination and meetings with state and federal regulatory agencies for necessary monitoring and permitting requirements for species, habitats and wetlands and may Include: o Meeting with Florida Forestry Service (FFS), U.S. Fish and Wildlife Service (USFWS), Florida Fish and Wildlife Conservation Commission (FWC) and National Marine Fisheries Service (NMFS) to review listed species and habitats potentially impacted by the proposed project and develop list of species for which surveys should be implemented, and to discuss permitting requirements o Meet with U_S. Army Corps of Engineers (USAGE) and Florida Department of Environmental Protection (FI7EP) to review preliminary wetland data (GIS -based) and determine level of effort for wetlands characterization, including anticipated shifts in vegetation, and anticipated permitting requirements. o Meet with USAGE and the U.S. Environmental Protection Agency (EPA) to determine the level of effort for NEPA analysis Coordination with USAGE regarding Picayune Strand - It is anticipated that the nearby restoration efforts for Picayune Strand have the potential to complicate the permitting associated with the County's project. While the South Florida Water Management District (SFWMD) Big Cypress Basin (BCD) has been fully aware of the County's project on a staff level, projects being completed by state and federal agencies will be coordinated, at a technical and staff level, with the County's project. This effort will involve maintaining close coordination between the County's modeling team and the BCB and others as related to the use of the USAGE's Gridded Surface/Subsurface Hydrologic Analysis (GSSHA; aka "Geisha") model. Coordination with the City of Naples and Rookery Bay National Estuarine Research Reserve (RBNERR). • Meetings and Coordination with other stakeholders, including the Florida Department of Transportation (FDOT), affected property owners and the public. This task may extend beyond the initial permitting needs assessment phase and into the permit application phase. Presentation and display materials for such meetings will be developed as required. 1.3 Environmental Data Collection and Analysis This Task includes preliminary data collection to evaluate changes in habitat, actual rates of infiltration and evapotranspiration, and changes in water quality associated with project implementation. FFS highlighted the fact that it will be vital for the County to know the impacts of its own project on things like water levels, habitat and water quality. As such, this effort is anticipated to be designed as a Before and After, Control and Impact (BACI) study design and will involve setting up a series of randomly located sampling locations in areas likely to be impacted by project components (the Impact stratum) as well as areas outside of the footprint of the project (the Control stratum). As well, data would be collected both before project completion, as well as after project completion. Collected data would be used in any required modifications of the modeling effort. The following components would be involved: Site selection of monitoring locations — The Consultant, in consultation with the County, will design and implement an environmental data collection program. The objective of this environmental data collection (i.e., monitoring) is to evaluate changes in habitat and water quality that may occur with implementation of the CWIP. The Request for Proposals called for 30 random locations within the area of project impacts and 30 random locations in areas likely to be unimpacted by the project. Sampling stations within the areas of project impacts must represent the full range of areas affected by the CWIP features and they must remain suitable for sampling over a long period. However, random site selection within the area targeted for restoration may not be the best approach to sample site identification. The reference area may contain a range of natural communities that the restoration plan wishes to replicate. Thus, we will assess random and selected sample point alternatives for the County to review. The final number and locations of monitoring sites will be determined at this stage in consultation with the County and FFS. • Sampling locations will be surveyed in by a licensed survey and mapping firm, to include top of well and natural ground. • At each of the locations, bi-annual and quantitative sampling of the vegetation (up to 4 events) o Species richness o Species diversity o Percent native vs. non-native • At each of the locations, quarterly recording of water levels and/or groundwater levels via use of piezometers and/or staff gages (up to 8 events) • At each of the locations, quarterly collection of water quality data (for surface water samples) for the following parameters (up to 8 events) o Water temperature o pH o Dissolved oxygen o Specific conductance a Total nitrogen a Total phosphorous Analysis and presentation of collected data in graphical and tabular format, as well as spatial (GIS) mapping to include: o Simple statistical measures (e.g, range, median standard deviation, and 251" and 75°h percentile) and GIS plots of data by location will be used to evaluate initial water quality monitoring results. As data accumulate from multiple monitoring periods, more advanced statistical methods may prove useful for data evaluation. Similarly, simple statistics and GIS plots will suffice for initial evaluation of vegetation monitoring results but other methods, including multivariate analyses may become useful as data accumulate. o Existing mapping of vegetation and habitat will be used andlor adapted where suitable, such as the Florida Natural Areas Inventory (FNAI) mapping FLUCCS habitat mapping currently underway for the Picayune Strand, expected to be available by summer of 2018. o Identification of expected ! observed water levels by habitat and projections of habitat - level water elevation changes, potential community shifts, and seasonal summaries by area o Listed species habitats, habitat characterizations, GIS analysis of changes to habitat footprints (if any) with additional wet season hydration 1.4 Hydrologic, Hydraulic, and Water Quality_ Modeling and Analysis This effort may require modification of prior estimates of the degree of change in groundwater elevations due to the Project. This will require refinements to the County's MIKE SHE/MIKF-11 model to reflect those changes and working to gain consensus with other agencies regarding model results. This effort will focus on refining estimates of changes in groundwater elevations in the following locations: o Northern flow -way 0 1-75 Canal and South Pelle Meade spreader o Picayune Strand State Forest and Picayune Strand Restoration Project o Six L's agricultural area a Urban areas along Henderson Creek and south of U.S.41 Model refinements will incorporate the surface and groundwater level monitoring results from the Task 1.3 data collection efforts, which will be used to further calibrate the MIKE SHE model with respect to infiltration rates and evapotranspiration, Additional model detail (described below), will help to leverage those data collection efforts to improve the robustness and reliability of the model results. Within the Henderson Creek/Belle Meade Watershed, the County's previous consultant team adopted previous model refinements implemented by Interflow Engineering, LLC (now a part of Taylor Engineering, Inc.) as part of the Rookery Ray restoration study. Taylor Engineering recently updated the County's model for the SFWMD, as part of the Big Cypress Basin Hood Protection Level of Service (FPLOS) project. This update included adding detail certain areas and improving the model calibration for existing conditions. The BCB FPLOS version of the model contains all of the previous updates and will serve as the basis for the updated existing conditions model, The most significant model improvement the Taylorllnterflow Team made as part of the Rookery Bay (Henderson Creek) restoration was to reduce the model grid cell size from the original 1,500 feet to 375 feet. That change allowed the simulation of overland flow In two dimensions within the Belle Meade Flow - Q Way and other areas, where the previous model simulated all major overland conveyances using only the I -D MIKE -11 component. Smaller grid cells allow better representation of the natural topography and thus more accurate representation of the 2-dimensional flow fields critical for estimating wetland hydroperiods and water budgets. The current version of the County's model utilizes 500 -foot grid cells. If the project budget allows, the cell spacing could be reduced to 250 feet while still maintaining reasonable simulation times. The increased accuracy would provide better representation of overland flow, evapotranspiration, groundwater flows and levels, and wetland hydroperiods in the areas of interest, thus resulting In a more reliable and defensible modeling tool to support final design and permitting. Interpreting the model results of both current and proposed conditions will be closely coordinated with the wetland scientists and ecologists within the Taylor team and stakeholder agencies such as the FFS and FWC. This effort will help to ensure the proposed project will result in hydrology suitable to support the target vegetation communities, Nutrient modeling of pre- and post- project conditions will be required to demonstrate the levels of nitrogen and phosphorus removal provided by the constructed flow -ways and within the Belle Meade flow -way. Depending on the requirements of FDEP, this effort may require a more sophisticated water quality modeling approach that utilizes the results of the hydraulic and hydrologic modeling currently available. This could be accomplished either via a more sophisticated analytical approach, or by utilizing the water quality module built-in to the MIKE SHE software. The approach for this effort will be refined following initial discussions with FOEP_ Phase 2 — Permitting and Grant Management This second phase of project development is preparation of design plans suitable to support permit applications, along with all required data, narratives, and exhibits. Initlal agency coordination in Phase 1 will have determined the permitting requirements for species, habitats, wetlands, and infrastructure. Subsequent pre -application meetings with agencies having jurisdiction over the project will establish the level of Information required to achieve completeness for agency review. 2.1 Prepare Permit Applications Depending on the results of the Permitting Needs Assessment and data collection activities, it is anticipated that sufficient funding may remain to perform permitting and design activities required by regulatory agencies for the following permits: + SFWMD Conceptual Environmental Resource Permit (ERP) • USACE Federal Dredge and Fill Permit Task includes development of permit applications and associated narratives, analyses, and exhibits such as: * GIS mapping of vegetation and species pre- and post -project (projected), ■ Water level and depth mapping pre- and post -project for an array of conditions including expected seasonal changes and design storm events required per the Basis of Review, ■ NEPA support including environmental and biological assessments, and ■ Responses to requests for additional information (RAls) 2.2 PreRare Preliminary Design Plans The activities completed in Phase 1 will be used to update the design parameters of the previous (Atkins, 2016) conceptual design plans. The Consultant will develop a refined and updated set of 4 O conceptuallprelimiMary drawings that will serve to support the permit applications_ These drawings will not be of sufficient detail for construction but will convey the design intent suitable for a conceptual ERP. Design -level surveys of individual project areas (i,e., for preparation of final construction drawings) are not included in this effort. 2.3 Grant Management Activities Collier County has pledged all of Pot 1 ($6M) and all of Pot 3 ($12M) to the execution of this project. The total cost of this project is estimated to be approximately $32M leaving a funding shortfall of approximately $14M. Grant management services are anticipated to work with staff to identify, educate and secure additional funding sources from federal and state decision makers within the RESTORE Act umbrella to complete the funding of this project. As part of this phase, the Taylor Team will assist the County in preparing materials to support grant applications for the balance of funds needed for construction. Initial efforts will likely focus on Pot 2 of the RESTORE Act funds. We will also seek other potential funding mechanisms in the event the RESTORE funding (beyond the $18 million already identified) falls short of the estimated $32 million cost. In addition to those sources the County has already identified other potential opportunities including the NOAA Coastal Resilience Grant and the National Fish & Wildllfe f=oundation, This task also includes assisting the County with monitoring, reporting, and submittals for expenditure reimbursements for the currently committed RESTORE Act funding. Assumptions Due to the uncertainty associated with permitting a project of this size and complexity, several assumptions were required in the developing this Scope of Work. If any of these assumptions prove to be erroneous, adjustments to the scope and budget will likely be necessary: 1. Salinity modeling of Rookery Bay mangrove wetlands and Rookery Bay open waters receiving freshwater inflows will not be required. Predictions of current wet season freshwater deficits will be sufficlent to support regulatory acceptance of proposed flows into Rookery Bay. 2. Any necessary water quality sampling within Rookery Bay or the adjacent coastal wetlands will be undertaken by others. 3. Existing data andlor literature values on surface sediment nutrient concentrations are sufficient to use as the basis for nutrient modeling to verify nitrogen and phosphorus removal predictions as water passes from the GGC to the Six -Ls agricultural area (summarized in CCWIP [Final) September 23, 2013, pp 5252). Modeling will apply analytical models of nitrogen and phosphorus species to estimate soil and water column nutrient dynamics, possibly in conjunction with the MIKE SHE modeling using the ECO Lab module. 4. No modeling of soil —water column nutrient exchanges or dynamics in the Six -Ls agricultural area will be performed as part of this project, 5. Sufficient water quality data from the Six -Ls agricultural area (or similar tomato farm environments elsewhere in Florida) are available to make preliminary assessments of effects of those soils on water quality if used as a flow -way and preliminary assessment of potential vegetation community and wildlife impacts associated with restoration of wetlands on those properties. B, As part of stakeholder outreach efforts, Collier County will assist in identifying the stakeholder groups and contacts, meeting locations and other support details. The SFWMD and USACE will lead state and federal permit application reviews. The Consultant will request a conceptual ERP from SFWMD and a dredge and fill permit from the USACE. 8. No Florida Department of Transportation (FDOT) drainage connection permits are Included at this stage of project development. S. Survey requirements limited to the well locations (approximately SO) - References Atkins, 2016. COW County Comprehensive Watershed Improvement Plan. Prepared for Collier County and the Rookery Pay National Estuarine Research Reserve. 6 SCHEDULE B BASIS OF COMPENSATION 1. MONTHLY STATUS REPORTS B.1.1. As a condition precedent to payment, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY's reasonable satisfaction. Lump sum payments will be made upon the percentage complete. In no event shall such Time and Materials compensation exceed the amounts set forth in the table below. Tasks/item Description Lump Sum Time and Materials Not -To - Exceed 1.1 Team Workshop and Data Compilation $ $ 31,845.00 1.2 Agency/Stakeholder Coordination and Pre -Application Meetings $ $ 79,204.00 1.3 Environmental Data Collection and Analysis $ $ 551,877.00 1.4 Hydrologic, Hydraulic, and Water Quality Analysis $ $ 373,964.00 2.1 Permit Applications $ $ 163,388.00 2.2 Preliminary Design Plans $ $ 138,800.00 2.3 Grant Management $ $ 35,916.00 2.4 Contingency $ $ 125,000.00 $ $ Total Lump Sum Fee $ $ Total Time and Materials Fee $ $ 1,499,994.00 GRAND TOTAL FEE $ $ Page 19 of 32 PSA Single Project Agreement 2017.010 Ver.l B.2.2. ❑■* Time and Material Fees; The fees noted in Section 13.2.1, shall constitute the amounts to be paid to CONSULTANT for the performance of the Basic Services, Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. 11322, 1, Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. 8-2-.37 Q*-LIQ►-Fee,%�—The-teas rat$d4-SeGhon--2--9--skull-c;onst4tute-the-lur4p r -amount roNisi)ig a nro _f 4ho Rosi i�as- ;i40._Su—b@--Ro rior 13.2,111 rnni L>i T la skr with-eac#+o the ara kafjc-stat�i� r r+� rcav4ded-fir wu ds , , $ iG$t F1 A F9Rdl FW6$c during Oho-&wll4&Gt4�414Ag-rnQPt4- B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4 1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.5. The compensation provided for under Section 13.2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable, Page til of'32 PSA Single Prgject A�rccmenl 2017 010 Vesr. I 3. SCHEDULE OF PAYMENTS 13.3.1. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identity the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 8.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. 13.3.4. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for this Agreement oz Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with §112.051, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the fallowing items: 13.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. 13.3.4,12 Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with §112.051, Fla. Stat. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project, 8.3.4.1.4, Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. B.3.4.1.5. Expense of models for the County's use. Page 21 ot'32 PSA Single. Project AgrceMCM 2047,010 Ver -1 �6'\ '0 B.3.4.1.6. Other items on request and approved in writing by the COUNTY. B.3,4,1,7. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 8.3,4.1.8. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. B.3.5. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. i,age 22 of32 PSA Single Project ftrcemcnt 2017.010 Ver.I SCHEDULE B — ATTACHMENT 'I CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Principal $215 Project Manager $191 Senior Professional $176 Project Professional $134 Staff Professional $100 Senior CAD/GIS $146 Project CAD/GIS $112 Administration $65 Intern $43 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added via an Amendment upon mutual agreement in advance and in writing by the parties. Q■ *Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 23 of 32 PSA Shigle Project Agreelnent 2011.010 Ver.] SCHEDULE C PROJECT MILESTONE SCHEDULE Task/item Description Cumulative Number of Calendar Days For Completion from Date of Notice to Proceed for Services under this A ,reement 1.1 Team Workshop and Data Compilation 730 1.2 Agency/Stakeholder Coordination and Pre -Application Meetings 730 1.3 Environmental Data Collection and Analysis 730 1.4 Hydrologic, Hydraulic, and Water Quality Analysis 730 1.5 Numeric Nutrient Criteria for Rookery Bay 730 2.1 Permit Applications 730 2.2 Preliminary Design Plans 730 2.3 Grant Management 730 2.4 Contingency 730 Page 24 of 32 PSA Single Project Agreement 2017.010 Ver.l SCHEDULE D INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, 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 COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY 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 COUNTY. Page 25 of 32 PSA Single Project Agreement 2017.010 Ver.lg S. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY 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 COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificates) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause, 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? Al Yes ❑ No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $ 100,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11- United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work, Required by this Agreement? ❑ Yes ❑■ No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes ❑IA No 13_ COMMERCIAL GENERAL. LIABILITY. Required by this Agreement? 7 Yes ❑ No A. 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, Page 26 af'32 PSA Single Fraaect Agreement 2017.010 Ver.I 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 COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $ 2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes X No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes X No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? ❑ Yes FE] No Business Auto Liability: Coverage shall have minimum limits of $ Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The ownership. Page 27 of 32 PSA Single Project Agreement 2017.010 Ver.] 18. TECHNOLOGY ERRORS AND OMISSIONS INSURANCE. Required by this Agreement?❑ Yes ❑ No Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $1,000,000 Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement?❑ Yes ❑ No Cyber Insurance: Coverage shall have minimum limits of $1,000,000 Per Occurrence. 20. UMBRELLA LIABILITY. A. 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. B. 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. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? ❑E Yes ❑ No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, 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 the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY 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 Page 28 of 32 PSA Single Project Agreement 2017.010 Ver.l 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 the COUNTY. 22, VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23, PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with the COUNTY and the COUNTY'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 the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY 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. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibleslself-insured retention. q. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. B. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D Page 29 of'32 PSA Singlc Project Agreement 2417.410 Ver. I fr,� ❑ This schedule is not applicable. SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Taylor Engineering,Inc. (company's name) 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 " Collier County Comprehenslve Watershed Improvement Plan"project is accurate, complete and current as of the time of contracting. BY: TITLE: DATE: Nsge 30 oi'32 PSA Single Project Agreement 2017.010 Ver -1 IFN SCHEDULE F KEY PERSONNEL Name Personnel Category Percentage of Time Michael DelCharco, P.E. John Loper, P.E. Prinelpal project Manager 1 8 David Stites, Ph.D. Project Manager 5 Keith Knight, RE, Senior Professional 2 Michael Kabiling, Ph.D„ RE. Senior Professional 5 Christopher Ellls Senior Professional 3 Maurice Vaughan, P.E. Project Professional 10 Jenna Phillips Project Professional 7 Anton Flewelling Senior CADIGIS 6 Various Staff Staff professional, Technician, Administration, Intern 53 Page 31 of 32 PSA Single Project Ag raiment 2017.010 Vet. I TO SCHEDULE G Other: Grant Certifications and Assurances (Descr'iptioo) W following this page (pages 1 through 16 ) ❑ this schedule is not applicable Page 32 of 32 PSA Single Project Agreement 2017.010 Ver, i�(`a� j o— EXHIBIT A FEDERAL CONTRACT PROVISIONS FEDERAL UNITED STATES DEPARTM ENT OF TREASURY — CFDA 21.015 The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. The County must comply, and require each of its contractors, and subcontractors employed in the completion of the activity, project, or program to comply with all federal statutes, federal regulations, executive orders (EOs), office of Management and Budget (OMB) circulars, Standard Terms and Conditions, Program -Specific Terms and Conditions, and any Special Award Conditions of this Federal Financial assistance award ("Award"), as applicable, in addition to the certifications and assurances requii-ed at the time of application. Any inconsistency or conflict in Standard Terms and Conditions, Program -Specific Terms and Conditions, and any Special Award Conditions of this Award will be resolved according to the following order of precedence: federal laws, federal regulations, applicable notices published in the Federal Register, EOs, OMB circulars, Treasury's Standard Terms and Conditions, Program -Specific Terms and Conditions, and any Special Award Conditions. Special Award Conditions may amend or take precedence over Standard Terms and Conditions and Program -Specific Terms and Conditions. Standard Terms and Conditions may be found at; https:l/www.treasui-y,-aov/service/restore- ac(/Docutnents/RESTORE%20ACT°/u2 S andard%20TerFn °/ti20and%2OCandi ions August 201 df Contractor means an entity that receives a contract. The services performed by the awarded Contractor and its subcontractors shall be in compliance with all applicable grantor regulations/requirements, and additional requirements specified in this document in the completion of the activity, project or program. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. In general, 1) The contractor (including all subcontractors) must insert these contract provisions in each lower tier contracts ( e.g. subcontract or sub -agreement); 2) The contractor (or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower -tier subcontractor or service provider. FCP-I T 0 EXHIBIT A FEDERAL CONTRACT PROVISIONS FEDERAL CONTRACT PROVISIONS Administrative, contractual, or legal remedies (Ref, 41 U.S.C. 1908,2 CFR § 200 Appendix 11 (A) Unless otherwise provided in this contract, all claims, counter -claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Records Retention - The Contractor must retain all records pertinent to this project for a period of three years, beginning on a date as described in 2 C.F.R. § 200,333. Access to Records The contractor must make available to Treasury, the Treasury Office of Inspector General, and the Government Accountability Office any documents, papers or other records, including electronic records, of the contractor that are pertinent to this Award, in order to make audits, investigations, examinations, excerpts, transcripts, and copies of such documents. This right also includes timely and reasonable access to the contractor's personnel for the purpose of interview and discussion related to such documents. This right of access shall continue as long as records are retained Access to Sites The Treasury, the Treasury Office of Inspector General, and Government Accountability Office shall have the right during normal business hours to conduct announced and unannounced offsite and offsite physical visits of recipients and their contractors corresponding to the duration of their records retention obligation for this project/award. No Government Obligation to Third Parties - Applies to all contracts, The County and the Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Vendor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract, It is further agreed that the clause shall not be modified, except to identify the subcontract who will be subject to its provisions. Clean Air and Federal Water pollution Control Acts (Reference; 2 CFR § 200 Appendix B (G)) Contracts and sub grants of amounts in excess of $150,000 shall contain a provision that requires the Contractor or recipient to comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671 q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 125113$7). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Energy Policy and Conservation Act - (Reference 2 CFR § 200 Appendix 1I (H)) The contractor shall comply with any mandatory standards and policies relating to energy efficiency which are contained in the F I o r i d a state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871, 42 U.S.0 Section 6201) Debarment and Suspension (Reference 2 CFR § 200 Appendix II (1)), 31 C.F.R. Part 19) Contract awards that exceed the small purchase threshold and certain other contract awards shall not be made to parties listed on the government wide Excluded Parties List System in the System for Award Management (SANT), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Pail 1986 Comp., p. 1$9) and 12689 (3 CFR Pail 1989 Comp., p. 235), "Debarment and Suspension." The )excluded Parties List System in SAM contains the names of panics debarred, FCP-2 EXHIBIT A FEDERAL CONTRACT PROVISIONS suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a "covered transaction", must verify each lower tier participant of a "covered transaction" under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352) (Reference 2 CFR § 200 Appendix II (J)) - Contractors must certify it will not and has not used Federal appropriated funds have been paid or will be paid, by or to any person or organization for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. The certification includes any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Contractors and subcontractors must submit form SF -LLL to the County with 15 calendar days following the end of the calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure from previously filed. Procurement of Recovered Materials - (a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Contractor shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition. The Contractor shall procure items designated in the EPA guidelines that contain the highest percentage of recovered materials practicable unless the Contractor determines that such items: (1) are not reasonably available in a reasonable period of time; (2) fail to meet reasonable performance standards, Which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price. (b) Paragraph (a) of this clause shall apply to items purchased under this contract where: (1) the Contractor purchases in excess of $10,000 of the item under this contract; or (2) during the preceding Federal fiscal year, the Contractor: (i) purchased any amount of the items for use under a contract that was funded with Federal appropriations and was with a Federal agency or a State agency or agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and outside that contract. Diversity (Reference 2 CFR § 200.321) The County is dedicated to fostering the continued development and economic growth of small, minority-, women-, and service -disabled veteran business enterprises. All contracting and subcontracting opportunities afforded by this solicitation/contract are strongly encouraged to contribute as both Contractors and Sub -Contractors. Firms may be required to submit documentation addressing diversity and describing the efforts being made to encourage the participation of small, minority- , women-, and service -disabled veteran business enterprises. Information on Certified Minority Business Enterprises (CMBE) and Certified Service -Disabled Veteran Business Enterprises (CSDVBE) is available from the Office of Supplier Diversity at: http•//dms myflorida coin/other programs/office of supplier diversity osd/ Subcontractng The County must follow all procurement requirements set forth in 2 C.F.R. §§ 200.318, 200.319, 200.320, 200.321, 200.323, and 200.324. The contractor, and/or subcontractor must not sub- contract any part of the approved project to any agency or employee of Treasury and/or other federal department, agency, or instrumentality without the prior written approval of Treasury. Treasury will forward all requests to Treasury's Office of General Counsel for review before making a decision. Treasury will notify the recipient in writing of the final determination. FCP-3 EXHIBIT A FEDERAL CONTRACT PROVISIONS Environmental Requirements - Collier County trust comply with all environmental standards, and provide information requested by Treasury relating to compliance with environmental standards, including but not limited to the following federal statutes, regulations, and Ms. I. National Historic Preservation Act, as amended (54 UA.C. § 300101 et seq.) and Archeological and Historic Preservation Act, as amended (54 U.S.C. § 312501 et seq.) 2. The National Environmental Policy Act of 1969, as amended (42 U.S.C. § 4321 et seq.) 3. Clean Air Act, as amended (42 U.S.C. § 7401 et seq.), Clean Water Act, as amended (33 U.S.C. § 1251 et seq), and EO 11738 4. The Flood Disaster Protection Act of 1973, as amended (42 U.S.C. § 4002 et seq) 5. The Endangered Species Act of 1973, as amended, (16 U.S.C. § 1531 et seq.) 6, The Coastal Zone Management Act, as amended, (16 U.S.C. § 1451 et seq.) 7. The Coastal Barriers Resources Act, as amended, (16 U,S.C. § 3501 et seq.) S. The Wild and Scenic Rivers Act, as amended, (16 U.S.C, § 127E et seq.) 9. The Safe Drinking Water Act of 1974, as amended, (42 U.S.C, § 300f --j) 10. The Resource Conservation and Recovery Act of 1976, as amended, (42 U.S.C. § 6901 et seq.) 11. The Comprehensive Environmental Response, Compensation, and Liability Act (Superfund) (42 U.S.C. § 9601 et seq.) and the Community Environmental Response Facilitation Act (42 U.S.C. § 9601 note) 12. Magnuson -Stevens Fishery Conservation and Management Act, as amended (16 U.&C. §1801) 13. Marine Mammal Protection Act, as amended (16 U.S.0 § 31) 14. Migratory Bird Treaty Act, as amended (16 U.S,C, §§ 703-712) 15. Responsibilities of Federal Agencies to Protect Migratory Birds, EO 13185 16. Bald and Goiden Eagle Protection Act, as amended (16 U.S.C. § 669-668d) 17. Marine Protection, Research and Sanctuaries Act (33 U.S.C. §§ 1401-1445 and lb U,S.C.§§ 1431-1445) 18, National Marine Sanctuaries Act, as amended (16 U.S.C. § 1431 et seq.) 19. Rivers and Harbors Act of 1899 (33 U.S.0 § 407) 20, Environmental Justice in Minority Populations and Low Income Populations, EO 12899, as amended 21. Floodplain Management, EO 11988, as amended by EO 13690 and, Protection of Wetlands, EO 11990, May 24,1977, as amended by ED 12608 22. Farmland Protection Policy Act, as amended (7 U.S.C. § 4201 et. seq,) 23. Coral Reef Protection, Ea 13089Envasive Species, EO 13112 Disclaimer Provisions The United States expressly disclaims any and all responsibility or liability to the recipient or third persons for the actions of the recipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this Award or any other losses resulting in any way rrom the performance of this Award or any subaward, contract, or subcontract under this Award. Prohibited and Criminal Activities a. 'rhe Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3812), provides for the imposition ofciviI penalties against persons who make false, fictitious, or fraudulent claims to the federal government for money (including money representing grants, loans or other benefits). b. False Statements, as amended (18 U.S.C, § 1001) provides that whoever makes or presents any materially false, fictitious, or fraudulent statements to the United States shall be subject to imprisonment of not more than five years. c. False, Fictitious, or Fraudulent Claims, as amended (18 U.S.C. § 287) provides that whoever makes or presents a false, fictitious, or fraudulent claim against or to the United States shall be subject to imprisonment of not more than five years and shall be subject to a fine in the amount provided in 1 S U,S.C. § 287. f CP -4 EXHIBIT A FEDERAL CONTRACT PROVISIONS d. False Claims Act, as amended (3 l U.S.C. 18 U.S.C. § 3729 et seq.), provides that suits under this act can be brought by the federal government, or a person on behalf of the federal government, for false claims under federal assistance programs e. Copeland "Anti -Kickback" Act, as amended (18 U.S.C. § 874 and 40 U,S,C. § 276c), prohibits a person or organization engaged in a federally supported project from enticing an employee working on the project from giving up a part of his compensation under an employment contract. The Copeland "Anti -Kickback" Act also applies to contractors and subcontractors pursuant to 40 U.S.C. § 3145. American -Made Equipment and Products The contractor is hereby notified that it is encouraged, to the greatest extent practicable, to purchase American-made equipment and products with funding provided under this contract as allowed. Increasing Seat Belt Use in the United States Pursuant to EO 13043, the recipient should encourage its employees and contractors to enforce on-the-job seat belt policies and programs when operating company-owned, rented or personally owned vehicles, Minority Serving Institutions (NISIs) Initiative Pursuant to POs 13555 and 13270, as amended, Treasury is strongly committed to broadening the participation of MS1s in its financial assistance programs, Treasury's goals include achieving full participation of MSIs in order to advance the development of human potential, strengthen the nation's capacity to provide high-quality education, and increase opportunities for MSIs to participate in and benefit from federal financial assistance programs. Treasury encourages recipients to include meaningful participation of MSIs. Institutions eligible to be considered MSis are listed on the Department of Education website at httt)://www2.ed.p-ov/about/offices/lis#lperI dlite-minorityinst.lrtml. Care and Use of Live Vertebrate Animals Recipients must comply with the Laboratory Animal Welfare Act of 1966 (Public Law 89- 544), as amended, (7 U.S.C. § 2131 et seq.) (animal acquisition, transport, carer handling, and use in projects), and implementing regulations, 9 C.F.R. Parts 1, 2, and 3; the Endangered Species Act, as amended, (16 U.S.C. § 1531 et seq.); Marine Mammal Protection Act, as amended, (16 U.S.C. § 1361 et seq.) (taking possession, transport, purchase, sale, export or import of wildlife and plants); the Nonindigenous Aquatic Nuisance Prevention and Control Act, as amended, (16 U.S.C. § 4701 et seq.) (ensure preventive measures are taken or that probable harm of using species is minimal if there is an escape or release); and all other applicable statutes pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by federal financial assistance. Publications and Signage Any publications (except scientific articles or papers appearing in scientific, technical, or professional journals) or signage produced with funds from this Award, or informing the public about the activities funded in whole or in part by this Award, must clearly display the following language: "This project was paid for [in part] with federal funding from the Department of the Treasury under the Resources and Ecosystems Sustainability, Tourist Opportunities, and Revived Economies of the Gulf Coast States Act of 2012 (RESTORE. Act)," Publications (except scientific articles or papers appearing in scientific, technical, or professional journals) produced with funds from this Award must display the following additional language: "The statements, findings, conclusions, and recommendations are those of the author(s) and do not necessarily reflect the views of the Department of the Treasury." FCP-5 O EXHIBIT A FEDERAL CONTRACT PROVISIONS Homeland Security Presidential Directive 12 if the performance of this Award requires the recipient's personnel to have routine access to Treasury - controlled facilities and/or Treasury -controlled information systems (for purpose of this term "routine access" is defined as more than 180 days), such personnel must undergo the personal identity verification credential process. In the case of foreign nationals, Treasury will conduct a check with U.S. Citizenship and Immigration Services' (USCIS) Verification Division, a component of the Department of Homeland Security (DHS), to ensure the individual is in a lawful immigration status and that he or she is eligible for employment within the United States. Any items or services delivered under this Award must comply with Treasury personal identity verification procedures that implement Homeland Security Presidential Directive 12, "Policy Fora Common Identification Standard for Federal Employees and Contractors", PIPS PUB 201, as amended, and OMH Memorandum M-05-24, as amended. The County must ensure that its contractors (at all tiers) performing work under this Award comply with the requirements contained in this Section V.14. Treasury may delay final payment under this Award if the contractor fails to comply with the requirements listed in the section below. The County must insert the following tern in all contracts when the contractor is required to have routine physical access to a Treasury -controlled facility or routine access to a Treasury -controlled information system: a. The contractor must comply with Treasury personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive 12 (HSPD-12), Office of Management and Budget (OMB) Guidance M-05-24, as amended, and Federal Information Processing Standards Publication, FIPS PUB 140-2, as amended, for all employees under this contract who require routine physical access to a federally controlled facility or routine access to a federally controlled information system. b. ,rhe contractor must account for all forms ofgovemment-provided identification issued to the contractor employees in connection with performance under this contract. The contractor must return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by Treasury: i. When no longer needed for contract performance; ii. Upon completion of the contractor employee's employment; or iii. Upon contract completion or termination. Foreign Travel The contractor may not use funds from this contract for travel outside of the United States unless Treasury provides prior written approval. Non -Discrimination Requirements - No person in the United States shall, on the ground of race, color, national origin, handicap, age, religion, or sex, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity receiving federal financial assistance. The recipient is required to comply with all non-discrimination requirements summarized in this section, and to ensure that all contracts contain these nondiscrimination requirements. 1. Statutory Provisions a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) prohibits discrimination on the grounds of race, color, or national origin under programs or activities receiving federal financial assistance; b. Title 1X of the Education Amendments of 1972 (20 U.S.C. §§ 1691 et seq.) prohibits discrimination on the basis of sex under federally assisted education programs or activities; FCP-6 y VV EXHIBIT A FEDERAL CONTRACT PROVISiONS c, Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794) prohibits discrimination on the basis of handicap under any program or activity receiving or benefitting from federal assistance; d. The Age Discrimination Act of 1975, as amended (42 U.S,C, §§ 6101 et seq.), prohibits discrimination on the basis of age in programs or activities receiving federal financial assistance; e. The Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.) ("ADA"), including the ADA Amendments Act of 2008 (Public Law 110-325, ("ADAAA"), prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto, as well as public or private entities that provide public transportation; C Any other applicable non-discrimination law(s). 2. Regulatory Provisions a. Treasury Title VI regulations, 31 C.F.R. Part 22, implement Title Vl of the Civil Rights Act of 1464, as amended (42 U.S.C. §§ 2000d, et seq.) which prohibits discrimination on the grounds of race, color, or national origin under programs or activities receiving federal financial assistance; b. Treasury Title I.X regulations, 31 Part 28, implement Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681 et seq.) which prohibits discrimination on the basis of sex under federally assisted education programs or activities. 3. Other Provisions a. Parts 11 and III of EQ 11246 (30 Fed. Reg. 12.319, 1965), "Equal Employment Opportunity," as amended by EO l 1375 (32 Fed. Reg. 14303, 1967) and 12086 (43 Fed. Reg. 46501, 1978), require federally assisted construction contracts to include the nondiscrimination provisions of §§ 202 and 203 of EO 11246 and Department of Labor regulations implementing EO 11246 (41 C.F.R. § 60- 1.4(b), 1991), b. EO 13166 (August 11, 2000), "Improving Access to Services Far Persons With Limited English Proficiency," requires federal agencies to examine the services provided, identify any need for services to those with limited English proficiency (LEP), and develop and implement a system to provide those services so LEP persons can have meaningful access to them. 4. Title VII Exemption for Religious Orgy nizations Generally, Title VII cif the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq,, provides that it shall be an unlawful employment practice for an employer to discharge any individual or otherwise to discriminate against an individual with respect to compensation, terms, conditions, or privileges of employment because of such individual's race, color, religion, sex, or national origin. However, Title VI 1, 42 U.S.C. § 2000e-I(a), expressly exempts from the prohibition against discrimination on the basis of religion, a religious corporation, association, educational institution, or society with respect to the employment of individuals of a particular religion to perform work connected with the carrying on by such corporation, association, educational institution, or society of its activities. 5. Protections for Whistleblowers in accordance with 41 U.S.C. § 4712, neither the recipient nor any of its subrecipients, contractors (vendors), or subcontractors may discharge, demote, or otherwise discriminate against an employee as a reprisal for disclosing information to a person or entity listed below that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal FCP-7 6 EXHIBIT A FEDERAL CONTRACT PROVISIONS funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant: a. A Member of Congress or a representative of a committee of Congress; b. An Inspector General; c. The Government Accountability Office; d. A Treasury employee responsible for contract or grant oversight or management; e. An authorized official of the Department of Justice or other law enforcement ag ency; f. A court or grand jury; and/or g. A management official or other employee of the recipient, subrecipient, vendor, contractor (vendor), or subcontractor who has the responsibility to investigate, discover, or address misconduct. STATE PROVISIONS Conflict of Interest - This Contract/Work Order is subject to chapter 112, F.S. The vendor shall disclose the name of any officer, director, employee, or other agent who is also an employee of the State. Grantee shall also disclose the name of any State employee who owns, directly or indirectly, more than a five percent (5%) interest in the Contractor's company or its affiliates. Interest of Members of, or Delegates to, Congress or Legislature — No member or delegate to the Congress of the United States, or the State of Florida legislature, shall be admitted to any share or part of the contract or any benefit arising therefrom. Discriminatory Vendors — Contractor shall disclose if they appear on the discriminatory vendor list. An entity or affiliate placed on the discriminatory vendor list pursuant to section 287.134, F.S. may not: 1) Submit a bid on an agreement to provide any goods or services to a public entity; 2) Submit a bid on an agreement with a public entity for the construction or repair of a public building or public work; 3) Submit bids on leases of real property to a public entity; or 4) Be awarded or perform work as a consultant under an agreement with any public entity; or transact business with any public entity. Lobbying - No funds received pursuant to this Agreement may be expended for lobbying the State Legislature, the judicial branch, or a state agency. Inspector General Cooperation - Contractor and subcontractors are obligated to comply with Section 20.055(5), Florida Statutes which states, "It is the duty of every state officer, employee, agency, special district, board, commission, contractor, and subcontractor to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant to this section. Beginning July 1, 2015, each contract, bid, proposal, and application or solicitation for a contract shall contain a statement that the corporation, partnership, or person understands and will comply with this subsection." Scrutinized Companies — Pursuant Section 215.473, F.S. the Local Sponsor subcontractor certifies that it is not listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and/or Scrutinized Companies with Activities in Israel List (eff. 10.1.2016). Created Pursuant to Subsection 287.135(5), F.S., the subcontractor agrees the County may immediately terminate this Agreement for cause subcontractor is found to have submitted a false certification or if the subcontractor is placed on the Scrutinized Companies list during the term of the Agreement. FCP-8 EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO HE RETURNED WITH SOLICIATION DOCUM ENTS 13Y DEADLINE TO HIE CONSIDERED RESPONSIVE 1. Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions 2, Certification regarding Lobbying 3. Conflict of Interest 4. Anticipated DBE, MIWBR or VETERAN Participation Statement S. Opportunity List for Commodities and Contractual Services and Professional Consultant Services 6. Acknowledgement of Grant Terms and Conditions GCA- I r��J EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES ii:s , :01ir17t'GVVJTrP[I,:IICE Pf11'. PID OPPORTUNITY LIST FOR COMMODITIES A14D COMIRACTUAL SERVICES AND PROFESS1014AL CONSULTANT SERVICES r: is rlrt palicp Of Co ller Counrl' th4r .t4 vantage bus,nQsre# and 7 oriry vendors, PS d Tmed In the Code if ruder& Rcgufationf (c.,R)ar Fforida StvtuFef ffS mutr ha: a rhe ppAurl lnii !opprtirtporf on contract's MM ede/al an?/Pr stQig ronross. s[once. Prime SUntradOF/Prime Consultant'. Wdris$ and Phone Nurnbdr: Taylor Engineering, Enc. 10151 Deerwood Park Blvd,, Bldg 300, Ste 300, Jacksonville, h'L 322551404-731-7044 ProturBment Numbe /Azf,•ertisam4nt Number: 100 No, 18-7245 The list betow is intended to he a livor; of firma that are, or sitempl0l; to, parridpate on the prolecl numbered A"ee. The lisl must !nd ude the firm bidding or quoting as prima, al yell as subs and supplitrs quoting for partiCipation Prune contractors and consultants must provide Informatlgrl far NuinbefF 1, 2, 3, and 4; and, should proy'l Informsticn ther MYe for tdumbers 5, a, 7, and d. This form must be suhrhltted wlih the bid patRage. t. PedvralT9110tllrmber ;. Firm Name 3. Phone 14UMI Er S. Address 5, Year firm Established. 59-2850479 Taylor rlor Lri inECCin ` Inc. 904-331-71040 10151 Qe6r ped Palk 31Y(I.. �1 1983 h.e X 7,� 08E Nan•osE Prilllc 5uhcontrictor Subtonsrlll f}- Annual r,l PiKRipts Less than $ 1 mil lion 5elWCan 5 1.5 million X betYleens5-l0nrillian Set Ween5lo-lSmililon More than � 15 million 1 Faderal TAR l0 Number: 59-2742509 6. rj 6 f I Annual t�rois Receipts ,1, firm Nam#: Durove Slwypor:S. 1L4,._ E Non -Me LOSS than i x miliioll 3. Phone Number: 9D4-722_0400 X Dill 51.5 million d, Address 3 1 Corporate Squire Blvd. 54!l ell S 5-10 million _2I Jacksonville, R.3221fe :utxuntraaar Bel10-15mi1114n ;( 5ubCGri5ult4nt More than a 15 mil'idrt S. Year Firm Established I 1`414ral T1x 10 Number 20-4894676 6. Dae S. Annual Gross Recilipts 2, Flml Name; Barth Tech Enviroulnten 1111 rfOn-Il Less than s 1 million 3. Phone Number: _39-304 0030 Isetwren 5 1-5 million 4. Address 1600 Jolea Ave. Ill 5.10 mi}lion Tonna Sel-ing5, FL 34135 7.® 5utKo11t1M01 Between 510.15nlllllan Subcomultant more than $ 15 million 5. Y#ar Putts eFt5bllshed' 2006 1, federal rix IO dumber 26.70091 6. Xe DEE n ,annual Gross Receipts 2, FillName: Marco , tlrVeytl1g All Mapping f4w.1l 711 -ass thah $1 mllllon 5 Phone Number ?39-384-0026 eall S 1•5 million a, address 3825 Beck Blvd., Ste 725 Eell S 5.10 mitllon Naples, 171., 341 147.� Suhcantraetor ileCrreen510`33mililon j{ subconsuhant more than; 15m4llon 5. Year Firm Established 2008 t. on lil ll`[i oll ne-ki 11n�;C EXHIBIT B GRANT C:FRTIFICATIONS,AND ASSURANCES e. "%PO4 if. I r'.r PIC] OPPORTUNITY LIST FOR I.r]MMODITIE5 AND CONTRACTUAL SERVICES AND PROFE55I04AL CONSULTANT SERVICE5 er is r e parity Of C011W County that dlxadvonraged bulinQslet 4nd nlppr'tS+vendarx, as di4^4d m the Cade ajfederaJ ftegu a#inns fCftrJ or FlorduStarutasIf51,MST hL 0the4aoartunih'#6Apftlripnt9a>tCpn[rCCtsWItflf2Jd.101ar7d/arstategnontRss'Srpnce- Pnm9 ContractorjPrime Consultant Taylor Engineering, lnc, Address and Phone rauniber. 10 15 1 Deer -wood Park Blvd., 131dg 300, Ste 300, Jacksonville. Fl. 32256/904-731-7040 Procurement PtumbeOAdvemisemeni Number; RPS Na, 18-7245 Me list below is intended to be a listing Of flims that arer or attempting to, participate on the project numbered above. The I Ist musk Include the #Irm bidding or quoting ai pnme, as v ell as subs and suppliers quoting for partiCipation. Prprla contractors and tonfultanIs mutt provid9 infotmaticn for Numbers 1, 2, 9, and a, and, IhoLlld provide arts' infolntatlon they have for Numbers 5, 6, 7, and D, This form must be. submitted with the bid package. 1. Federal Tax i0 Number 61-1553905 6, Dec a. Annual 4ross Receipts 1. Firm Name: 0 atl and Asso-dates, t,W � Kon -DUE Less than 1 1 miltinn 3. Phone number, 239-206-9000 between $ 1-5 nil Ilion LL address 2770 S. Horseshoe Dr., Sie 7 belweprt 5 s• 10 mollon Naples, FL 34104 - SubconVaftGr }[ ,ubcansultant More than; P5m�llIon Cn More than 15miJ100 s. Year Firm Established 2008 l, f6daral Taff io Number' 60 ❑0 fl. Annual Gross ttacelpts I Firm Name I'lon-D&E Liss titan 1 1 million 3. Phone Numt�er: between 51.5 million S, Andress Betw@en S 5.10 mitlipn 7 rubi6ntracKor Detw$¢n j 10-15 million e ,u7xQtiSrllLanl more than S 15 motion 5- Year Firm Established 1. Federal Ta): so number6. est S. Annual 'Gross PVCeipts 2, Firm Name E3. Npn DbE LlSs than ; 1 million Phone Number Betv,leh 5 Y -a rstillion d, ,iddfess between S 5.10 million 7.R 50contr actor Wween r 10-15 milllon SuIxonsultant More than 5 15 million 5 Year Firm Establishkd 1, Federal Tax to Number: 6 DBE ;, Annual Gross Receipts 2. Firm Name: a rSon-DBE Less than; i mil bon 3. Phone Number aetwetn;1-5 million d. Address between 5 5-10 million 7.� 5ubcontraaor setween$10-15million subcGnsuhant Moro thin , 15 milllon 'a, Y4ar Flrlil EStab4ished' EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Cerlltication Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its Knowledge and Wiel; that it and its principals: (a) Are not prese:rtly debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded From covered transactions by any Federal department or agency: (b) Have not within a three-year period preceding this proposal beQu convicted of or had a civil judgment rendered against them for commission of frond or a Criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a }public lransuction, violation of Federal or State antitrust stntttles or commission of embezzlement, theft, forgery, bribery, falsification or destruction or records, making false statements, or receiving stolen property; (u) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with comntissloll of arty of the offenses enumerated in paragraph (l)(b) of this certification; and (d) I•love not within a three-year period preceding this application/proposal had ane er marc public transactions (Federal, State or local) terminated rol' cause or default. (2) Where the prospective primary participant is unable to certify to any of the stateincitts ill this cellifleation, such prospective participant shall attach an explanation to this proposal. James N. Marino, P.E., D.C'E Name President Title Taylor Engineering, Inc, Firm Collies' County Comprehensive: Watershed Improvements Plan Project Nance 18-7245 Project Number 592850478 Tax ID Number 18-156-1168 DUNS Number 10151 Deer,wdod Park Blvd., Bldg, 300, Ste. 300, Jacksonville, FL 32256 Street A z SOCA - 2 EXHIBf"r B CTRANT CERTIFICATIONS ANIS ASSURANCES --- COLLIE, R COUNTY Cei'tilicsation Regm-ding Lobbying The undersigned aiyiar lrngirt4cring, ]nc. (Vendor/ Contractor) certifies, to the best of his or her knowledge and belief, that., (1) Nc State appropriated funds have been paid or will be paid, by or on belinlf of the undersigned, to any person for influencing or attempting to influence an oFficer or employou of an agencsy, a member of the LegislRtLn•c, an officer or employee of the ,judicial branch, or an cmployce of State agency in connection with the awarding of any State contract, the making or any State grant, the malting of any State loan, the entering into or any cooperative agreement, and the extension, conlinttation, renewal, amendment, or nnoclifica(ion or any state contract, grant, loan, or cooperative agreement, (2) No grantee, nor its persons or affiliates, may employ any person or organization with funds received pursuant to tiny State agreement for the purpose of l0bbyir7g the f,egislature, the ,judicial branch, or a State agency. 11W purpose sof lobbying includes, but is not limited to, salaries. travel expenses and per dierri, the cost for advertising, including production costs; postage; entertainment, and telephone and telegraph, and association clues, The provisions of this paragraph supplement the provisions of section 11,062, Florida Statutes, which is incorporated by reference into this solicitation, purchase osier or contract. (3) The undersigned shall require that the- languages of this certification be included in the award doctiments for all subawards at all tiers (including subcontracts, subgrants, and contracts tiLtdcr grants, loans, and cooperative agreements) and (hat all sLIbreciplents sliall certify and disclose accordingly. The Vender/Contractor,-i'aylor Engineering, ]nc, , certifies or affirins the truthfulness and acctiraaIy ofench statement of its certification and disclosure, if any, In addition, the Cont•nctor understands and agrees that the provisions of 11,062, Florida Statutes., apply to this certification and disclosure, if any. James N. Marino. RE., D.CE Nance or Authorized Official Title ignature of Ven dor/Contraaclot's Authorized Official 12/5/17 Date GCA - 3 �f 1 EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certlflention l5-7245 Collier County Solicitation No. James N. Marinci i, _ _-- - , hereby certify that to the best of tiny knowledge, neither [ 1101- nly spouse, dependent child, general partner, or any organization for which .1 ann servitng as an officer, director, trustee, gcrteral partner or employee, or any person or organization %vith whom I am negotiating or have an arrangement cotieerning prospoctiva employment ltas a fmincial interest in this matter. I further certify to the best of my k-rowledge that this matter will tint affect the financial interests of any member Of tiny I101-1s01i0161, Also, to the best of my knowledge, no nitnnber of my household; uo relative Nvith whom 1 have a close relationship; no one with wham my shouse, parent or dependent child has or seeks einploynient; and no organization with which I am seeking a business relalionsllip nor which I nory serve activoly or have served within the last year are parties or represent a party to the matter. also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest 1, or anyone noted above, has in any person or organization that does become involved in, or is affected at n-lgter elate by, the conduct of this matter. James N. Marino, PZ, D.CL Name tore President 1215117 Position Date Privacy Act Statement Title I of the Lthics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of'this information. The primary use ol'the information on this form is fbr review by officials of The Justice Departnnerit to determine compliance with applicable federal conflict or interest laws and regulations. Additional disclosures of the information on this report may be made: (1) to a federal, slate or local la%v enforcement agency if the JUStice Department becomes aware of a violation or potentitd violation of law or regulations; (2) to a court or party in a court or federal administrative proceeding if the government is a patty or in order to comply with a judge -issued subpoena; (3) to 9 sotn•ce when necessary to obtain information relevant to a conflict of interest investigation a1- decision; (4) to the National Archives and Records Administration or tlne General Services Administration in records management inspections; (5) to [lie Office of Management and Budget during legislative coordination on private relief legislAon; and (6) in response to a request for discovery or for the appearance of A witness in a judicial or administrative proceeding, if the infortnalion is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person runless authorized by law. See also the 0GEMOW-2 executive branch -wide Privacy Act system orrecordds. GCA- 4 Y� ,-, � EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES ........ .__. COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT Status wlli be Verified, unverlfabit 54atuseS v,ill rcquier- the PRIME to either proiNde a teyised statement or provide source dacumentatlon that validate$ a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRiNIENANIE PRIMLfEioNUMBER CoNTUCT00 WRAMOUriT Taylor Engineering, Inc. 59-2850478 TBD ISTHE PRII.11 8 FLORIDA CERTtkf:0 0154,01w irAGED. ,,-zTEAAN Y 15 THE dCTIVIT'r OF THIS CONTRACT.. MINORITY OR WOMEN N.141145S ChTERPRIW DBE!' Y CONSTRUCTION ? Y I I t0MtNI,-rRATION? DOW-1111VY1ISEi OR IMAVE A SMALL015ADVAhTAW ush[ysseefpn:ICanoNFRt7htTrlESf.1ALLEVSINESS r'�BE' Y a eOk�IJlrhnot�} r r� J ASERVICE OISAKEDYETERM11 V1t3E8 Y OTHER? Y rf cos Doi Y IS TH15511MMISSiON A REVrsiomi t 11 F YES, REMION EtVPIBER B, IE PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY, WOMEN-OWNED, SMALL BUSINESS CONCERN OR SERVFCE DISABLED VETERAN, PRIME IS TO COMPLETE THIS NEXT SECTION DBE h1j%NBE SUBCONTRACTOR OR SUPPLIER TYPE W WOAk OA ETHNICITY COOS SUB/5UPPLIER PERCWT OF LONTRACY VETERAN NAME SPECIALTY ISee ISelovwl DOLLi1RAMOUrir D13LLARS DISEMal-CO ttrVeytngtart Surveying O TBD TBD mapping. 111C MBE Robau mid Associaics, LLC Eilgincerhg IIA TBD TBD I Tore C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF 5UCK41TTIR DATE TrrLE Or' SUBMITTER James N. MaI'ino 12/5/17 President EMAIL ADDRESS OF PRIME [SUBMITTER) TELEPHONE t{UMBER FAX NUMBER marina a tay orellgincering.coin 904-731-7040 904-731-9847 NOTE; This Information is used to track and report anticipated DISE cr PABE partscipatian In federally4Undtd contracts. The anticipated D8E or FdbE amount is vol unt9ry and will not become part of the contractual t6 row. This form must be sutfmitted at time or ►/sponse to a solritiption. If and v,htn awarded I County contract, tha prime will be asked to update the Infortnation for the grant compliance fi Ie: UNNI07y CODE olackAmerlcan 6A Hispanlc American HA NitiVIIAmericon NA Subtont. Asian American SA4 Asian-PadfitAmerictin APA NomrtinorlrrWoman NMW other: nct of any other group listed O D. SECTION TO RE COMPLETED BY COLLIER COUNTY OE PARTh9E14TNWE COUIER[6NSRACT1+jlFISiAFporPO!REO' QRL?4t"Oro RAM)CONTRACT ACCEPTED BY: DAT! XIAI131`1` B GRANT CERTIFICATIONS AND ASSURANCES CULLIEfR COUNTY Acknowledgement of Terms, Conditions and Grant Clouses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement, a copy of the signet] subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. Certification On behalf of my firm, 1 acknowledge, and agree to perforit7 all of the specifications and grant requirements identirled in this solicitation do,Qament(s). Vendor/Contractor Name r 4Y L- 1_ fl. C(�rZ�l� F lA%C. Date Authorized Signature Address 1 '�P' - �.� �t.rr 2`%-7 G- 3,3/ solicitation/Contract # GCA -7 Uya PROFESSIONAL SERVICES AGREEMENT Contract # 187245 for Collier County Comprehensive Watershed Improvement Plan ■❑ CCNA ❑ NON,CCNA THIS AGREEMENT is made and entered into this day of "20 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Taylor Engineering, Inc. , authorized to do business in the State of Florida, whose business address is 10151 Deerwood Park Blvd, Bldg. 300, Jacksonville FL 32256 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning Collier County Comprehensive Watershed Improvement Plan (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to COUNTY professional services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3, The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other Page I of32 PSA Single Project Agrcemont 2417.010 Wr.1 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 the COUNTY. 1.5. CONSULTANT designates John Loper, RE, a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7, The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a) -(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page a of 32 P$A Single Project hgnvmen12017.010 Ver./ a Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 1,8. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTYS approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.9. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the 31age 3 o1'32 i'S11 �ingVe I'rujcd A�ree�n�n12017.biD VeK.I CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or riot the COUNTY obtained substitute performance. 1.10. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY'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 the COUNTY prompt written notice of any such subpoenas. 1.11. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real - Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL. SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by the COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. the COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If the COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences cf the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY 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 seep an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services, Page 4 c 0 2 PRA Single Pro uLd Agrccnicnt 2017.010 Yer, l �t4� 2.2, Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project_ 2,3_ Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, the COUNTY's schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by the COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT's control and fault. 2.4. Providing renderings or models for the COUNTY's use, 2.5. Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting the COUNTY in obtaining such process licensing. 2.6. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.7. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by the COUNTY, other than visits to the Project site or the COUNTY's office. 2.8. Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.9. Preparing to serve or serving as a CONSULTANT or witness for the COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.10. Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever; Page 5 of 32 PSA Singic Project Agreement 2017.010 Ver.I (a 3.2. a. The scope of services to be provided and performed by the CONSULTANT hereunder; b. The time the CONSULTANT is obligated to commence and complete all such services; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT. 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 the COUNTY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; d. Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement, and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from the COUNTY for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement, 4.2, Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's services from any cause whatsoever, including those for which the COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time Page G nf32 PSA Single Pruicet AgYeemulit 2017.010 VV.I to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT's compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays, 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right cr claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized_ Time and Materials. The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment Used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project 5.2. The hourly rates as set forth and identified in Schedule 6, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. Q Grant f=unded: The hourly rates as set forth and identified in Scheduie I'ta6C 7 of' 32 PSA Single Project Agrcmun12017,010 WL l (a B, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6,1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). The COUNTY 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 the COUNTY the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. (3,2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY's use of the Project Documents to complete the Project following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY, 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 l'agc $ nE'32 I15A Singh Prujccl ftrecmeni2017.010 ver.1 (3 any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 8.9.1. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT's obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 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 Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9,3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project, and the "Other Insurance provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 9.3,5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. Page 9 ot`32 VSA Siegle 1'rojccl Agreement 2017,010 Ver.�� i., 9.4, CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, 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. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICFS BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONS ULTANT's own staff, unless otherwise authorized in writing by the COUNTY. 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 COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F All personnel, identified in Schedule F shall not be removed or replaced without the COUNTY's prior written consent. 10.3. CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be perfcrmed by the subconsultant or subcontractor so that the sub consulting 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 the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall Page 10 oE'32, PSA Single Pmjccl Agreement 2017 010 Vero provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT's services nor payment by the COUNTY shall be deemed to be a waiver of any of the COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1, CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT's failure to properly and timely perform the services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.9, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3, The COUNTY shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. Page I l of 32 PSA Single Project Agreement 2017 01(.) Ver I 12.4. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control. 12.5. The COUNTY shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving THE COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to the COUNTY of CONSULTANT's intent to terminate this Agreement. If the COUNTY 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 COUNTY, terminate the Agreement and recover from the COUNTY 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 the COUNTY. ARTICLE THIRTEEN 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. 13.2. ❑■ CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. Page 12 of 32 PSA Single Project Agreement 2017.010 Ver.1 ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15,1, No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Director: Amy Patterson Division Name: Capital Project Planning, Impact Fees and Program Management Address: 2685 South Horseshoe Drive, Unit 103 a les, FL 34104 Administrative Agent/PM: Gary McAlpin Telephone: 239-282-5342 E-Mall(s): Gary, McAIn colliercount f . ov 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record; Company Name: Taylor Engineering, Inc, Address: 10151 Deerwood Park Blvd., Bldg. 300, Suite 304 Jacksonvi e FL 32255 Authorized Agent: John Lo ir, P.E. Attention Name & Title: Jon Loper, P.E., Associate Vice Press int Telephone: -813-963-6469 E-Mail(s): ITo—p6r@tayiorengineering.com Page 13 ot'32 PSA Single Project Agreemen12017.010 VerA 0 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY 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 the COUNTY. 17.4, Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.6. 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 SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE FE -1 Schedule E CCNA Protects: TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL Schedule G Other: Grant Certifications and Assurances Solicitation # 18-7245 , including all Attachment(s), Exhibit(s) & Addendum Consultant's Proposal Page 14 or32 PSA Single Projs.ct Agreement 2017.014 Ver I 17,10, U Grant Funded Pro'ects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 1$.1, This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19,1, CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. A At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-ln-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT's compensation shall be adjusted to exclude any sums by which the COUNTY 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 the COUNTY of and is in compliance with the terms of Section 287,133(2)(x) of the Florida Statutes which read as follows "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be 11,igc 150'32 PSA Smg1e Pruire� Agreement 2017.410r r �� t- J 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 TWD for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20 1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY 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 the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44,102, Fla. Stat. 20,2, Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. (signature page to follow) Page I6n1':32 PSA Single Prnlect Agttcmcnl2017.010 Vero IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: Dwight E. Brock, Clerk M Date: Approved as to Form and Legality: County Attorney Name Consultant's Witnesses: Witness 7? w/ler Name and Title Witnesi / /yP57dz l�a�n,a G y• / c�PSiSh r� Name and Title BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Andy Solis, Esq. Chairman Consultant: Taylor En ineer'n Inc. By: JJun� LoP��� f�S�oGl.an'r V 1G1C 12, 5'061I Name and Title Page 17 of 32 PSA Single Project Agreement 2017.010 Ver.] �✓ SCHEDULE A SCOPE OF SERVICES F■ following this page (pages 1 through 6 ) Page 18 of 32 PSA Single Project Agreement 2017.010 Vent 18-7245 — Collier County Comprehensive Watershed Improvement plan Schedule A Phase 1 - Permitting Needs Assessment, Data Collection, and Analysis The County and Its consultants shall meet with various agencies with all available data compiled in a useful format for such meetings, to determine what additional data is necessary for project permitting. This phase is necessary to determine which permits and regulatory requirements may or may not be necessary for the project. Following the needs assessment, the Consultant will collect additional data and conduct targeted analyses required to support the Phase 2 permitting tasks. Phase t will consist of the following activities: 1,1 Team Workshop and Preliminary Data Compilation An initial workshop will be held in Collier County's offices to facilitate the transfer of knowledge to the Consultant Team including a discussion of potential permitting obstacles. Following the workshop, compilation of data will include: Development of background information, including a detailed project description, site location and anticipated environmental issues Compilation of relevant available data (including CIS data) to coordinate with regulatory agencies in Identifying potential environmental issues and permitting requirements 1.2 A enc /Stakeholder Coordination and Pre -Application Meelin s Coordination and meetings with state and federal regulatory agencies for necessary monitoring and permitting requirements for species, habitats and wetlands and may Include: o Meeting with Florida Forestry Service (FFS), U.S. Fish and Wildlife Service (USFWS), Florida Fish and Wildlife Conservation Commission (FWC) and National Marine Fisheries Service (NMFS) to review listed species and habitats potentially impacted by the proposed project and develop list of species for which surveys should be implemented, and to discuss permitting requirements o Meet with U_S. Army Corps of Engineers (USAGE) and Florida Department of Environmental Protection (FI7EP) to review preliminary wetland data (GIS -based) and determine level of effort for wetlands characterization, including anticipated shifts in vegetation, and anticipated permitting requirements. o Meet with USAGE and the U.S. Environmental Protection Agency (EPA) to determine the level of effort for NEPA analysis Coordination with USAGE regarding Picayune Strand - It is anticipated that the nearby restoration efforts for Picayune Strand have the potential to complicate the permitting associated with the County's project. While the South Florida Water Management District (SFWMD) Big Cypress Basin (BCD) has been fully aware of the County's project on a staff level, projects being completed by state and federal agencies will be coordinated, at a technical and staff level, with the County's project. This effort will involve maintaining close coordination between the County's modeling team and the BCB and others as related to the use of the USAGE's Gridded Surface/Subsurface Hydrologic Analysis (GSSHA; aka "Geisha") model. Coordination with the City of Naples and Rookery Bay National Estuarine Research Reserve (RBNERR). • Meetings and Coordination with other stakeholders, including the Florida Department of Transportation (FDOT), affected property owners and the public. This task may extend beyond the initial permitting needs assessment phase and into the permit application phase. Presentation and display materials for such meetings will be developed as required. 1.3 Environmental Data Collection and Analysis This Task includes preliminary data collection to evaluate changes in habitat, actual rates of infiltration and evapotranspiration, and changes in water quality associated with project implementation. FFS highlighted the fact that it will be vital for the County to know the impacts of its own project on things like water levels, habitat and water quality. As such, this effort is anticipated to be designed as a Before and After, Control and Impact (BACI) study design and will involve setting up a series of randomly located sampling locations in areas likely to be impacted by project components (the Impact stratum) as well as areas outside of the footprint of the project (the Control stratum). As well, data would be collected both before project completion, as well as after project completion. Collected data would be used in any required modifications of the modeling effort. The following components would be involved: Site selection of monitoring locations — The Consultant, in consultation with the County, will design and implement an environmental data collection program. The objective of this environmental data collection (i.e., monitoring) is to evaluate changes in habitat and water quality that may occur with implementation of the CWIP. The Request for Proposals called for 30 random locations within the area of project impacts and 30 random locations in areas likely to be unimpacted by the project. Sampling stations within the areas of project impacts must represent the full range of areas affected by the CWIP features and they must remain suitable for sampling over a long period. However, random site selection within the area targeted for restoration may not be the best approach to sample site identification. The reference area may contain a range of natural communities that the restoration plan wishes to replicate. Thus, we will assess random and selected sample point alternatives for the County to review. The final number and locations of monitoring sites will be determined at this stage in consultation with the County and FFS. • Sampling locations will be surveyed in by a licensed survey and mapping firm, to include top of well and natural ground. • At each of the locations, bi-annual and quantitative sampling of the vegetation (up to 4 events) o Species richness o Species diversity o Percent native vs. non-native • At each of the locations, quarterly recording of water levels and/or groundwater levels via use of piezometers and/or staff gages (up to 8 events) • At each of the locations, quarterly collection of water quality data (for surface water samples) for the following parameters (up to 8 events) o Water temperature o pH o Dissolved oxygen o Specific conductance a Total nitrogen a Total phosphorous Analysis and presentation of collected data in graphical and tabular format, as well as spatial (GIS) mapping to include: o Simple statistical measures (e.g, range, median standard deviation, and 251" and 75°h percentile) and GIS plots of data by location will be used to evaluate initial water quality monitoring results. As data accumulate from multiple monitoring periods, more advanced statistical methods may prove useful for data evaluation. Similarly, simple statistics and GIS plots will suffice for initial evaluation of vegetation monitoring results but other methods, including multivariate analyses may become useful as data accumulate. o Existing mapping of vegetation and habitat will be used andlor adapted where suitable, such as the Florida Natural Areas Inventory (FNAI) mapping FLUCCS habitat mapping currently underway for the Picayune Strand, expected to be available by summer of 2018. o Identification of expected ! observed water levels by habitat and projections of habitat - level water elevation changes, potential community shifts, and seasonal summaries by area o Listed species habitats, habitat characterizations, GIS analysis of changes to habitat footprints (if any) with additional wet season hydration 1.4 Hydrologic, Hydraulic, and Water Quality_ Modeling and Analysis This effort may require modification of prior estimates of the degree of change in groundwater elevations due to the Project. This will require refinements to the County's MIKE SHE/MIKF-11 model to reflect those changes and working to gain consensus with other agencies regarding model results. This effort will focus on refining estimates of changes in groundwater elevations in the following locations: o Northern flow -way 0 1-75 Canal and South Pelle Meade spreader o Picayune Strand State Forest and Picayune Strand Restoration Project o Six L's agricultural area a Urban areas along Henderson Creek and south of U.S.41 Model refinements will incorporate the surface and groundwater level monitoring results from the Task 1.3 data collection efforts, which will be used to further calibrate the MIKE SHE model with respect to infiltration rates and evapotranspiration, Additional model detail (described below), will help to leverage those data collection efforts to improve the robustness and reliability of the model results. Within the Henderson Creek/Belle Meade Watershed, the County's previous consultant team adopted previous model refinements implemented by Interflow Engineering, LLC (now a part of Taylor Engineering, Inc.) as part of the Rookery Ray restoration study. Taylor Engineering recently updated the County's model for the SFWMD, as part of the Big Cypress Basin Hood Protection Level of Service (FPLOS) project. This update included adding detail certain areas and improving the model calibration for existing conditions. The BCB FPLOS version of the model contains all of the previous updates and will serve as the basis for the updated existing conditions model, The most significant model improvement the Taylorllnterflow Team made as part of the Rookery Bay (Henderson Creek) restoration was to reduce the model grid cell size from the original 1,500 feet to 375 feet. That change allowed the simulation of overland flow In two dimensions within the Belle Meade Flow - Q Way and other areas, where the previous model simulated all major overland conveyances using only the I -D MIKE -11 component. Smaller grid cells allow better representation of the natural topography and thus more accurate representation of the 2-dimensional flow fields critical for estimating wetland hydroperiods and water budgets. The current version of the County's model utilizes 500 -foot grid cells. If the project budget allows, the cell spacing could be reduced to 250 feet while still maintaining reasonable simulation times. The increased accuracy would provide better representation of overland flow, evapotranspiration, groundwater flows and levels, and wetland hydroperiods in the areas of interest, thus resulting In a more reliable and defensible modeling tool to support final design and permitting. Interpreting the model results of both current and proposed conditions will be closely coordinated with the wetland scientists and ecologists within the Taylor team and stakeholder agencies such as the FFS and FWC. This effort will help to ensure the proposed project will result in hydrology suitable to support the target vegetation communities, Nutrient modeling of pre- and post- project conditions will be required to demonstrate the levels of nitrogen and phosphorus removal provided by the constructed flow -ways and within the Belle Meade flow -way. Depending on the requirements of FDEP, this effort may require a more sophisticated water quality modeling approach that utilizes the results of the hydraulic and hydrologic modeling currently available. This could be accomplished either via a more sophisticated analytical approach, or by utilizing the water quality module built-in to the MIKE SHE software. The approach for this effort will be refined following initial discussions with FOEP_ Phase 2 — Permitting and Grant Management This second phase of project development is preparation of design plans suitable to support permit applications, along with all required data, narratives, and exhibits. Initlal agency coordination in Phase 1 will have determined the permitting requirements for species, habitats, wetlands, and infrastructure. Subsequent pre -application meetings with agencies having jurisdiction over the project will establish the level of Information required to achieve completeness for agency review. 2.1 Prepare Permit Applications Depending on the results of the Permitting Needs Assessment and data collection activities, it is anticipated that sufficient funding may remain to perform permitting and design activities required by regulatory agencies for the following permits: + SFWMD Conceptual Environmental Resource Permit (ERP) • USACE Federal Dredge and Fill Permit Task includes development of permit applications and associated narratives, analyses, and exhibits such as: * GIS mapping of vegetation and species pre- and post -project (projected), ■ Water level and depth mapping pre- and post -project for an array of conditions including expected seasonal changes and design storm events required per the Basis of Review, ■ NEPA support including environmental and biological assessments, and ■ Responses to requests for additional information (RAls) 2.2 PreRare Preliminary Design Plans The activities completed in Phase 1 will be used to update the design parameters of the previous (Atkins, 2016) conceptual design plans. The Consultant will develop a refined and updated set of 4 O conceptuallprelimiMary drawings that will serve to support the permit applications_ These drawings will not be of sufficient detail for construction but will convey the design intent suitable for a conceptual ERP. Design -level surveys of individual project areas (i,e., for preparation of final construction drawings) are not included in this effort. 2.3 Grant Management Activities Collier County has pledged all of Pot 1 ($6M) and all of Pot 3 ($12M) to the execution of this project. The total cost of this project is estimated to be approximately $32M leaving a funding shortfall of approximately $14M. Grant management services are anticipated to work with staff to identify, educate and secure additional funding sources from federal and state decision makers within the RESTORE Act umbrella to complete the funding of this project. As part of this phase, the Taylor Team will assist the County in preparing materials to support grant applications for the balance of funds needed for construction. Initial efforts will likely focus on Pot 2 of the RESTORE Act funds. We will also seek other potential funding mechanisms in the event the RESTORE funding (beyond the $18 million already identified) falls short of the estimated $32 million cost. In addition to those sources the County has already identified other potential opportunities including the NOAA Coastal Resilience Grant and the National Fish & Wildllfe f=oundation, This task also includes assisting the County with monitoring, reporting, and submittals for expenditure reimbursements for the currently committed RESTORE Act funding. Assumptions Due to the uncertainty associated with permitting a project of this size and complexity, several assumptions were required in the developing this Scope of Work. If any of these assumptions prove to be erroneous, adjustments to the scope and budget will likely be necessary: 1. Salinity modeling of Rookery Bay mangrove wetlands and Rookery Bay open waters receiving freshwater inflows will not be required. Predictions of current wet season freshwater deficits will be sufficlent to support regulatory acceptance of proposed flows into Rookery Bay. 2. Any necessary water quality sampling within Rookery Bay or the adjacent coastal wetlands will be undertaken by others. 3. Existing data andlor literature values on surface sediment nutrient concentrations are sufficient to use as the basis for nutrient modeling to verify nitrogen and phosphorus removal predictions as water passes from the GGC to the Six -Ls agricultural area (summarized in CCWIP [Final) September 23, 2013, pp 5252). Modeling will apply analytical models of nitrogen and phosphorus species to estimate soil and water column nutrient dynamics, possibly in conjunction with the MIKE SHE modeling using the ECO Lab module. 4. No modeling of soil —water column nutrient exchanges or dynamics in the Six -Ls agricultural area will be performed as part of this project, 5. Sufficient water quality data from the Six -Ls agricultural area (or similar tomato farm environments elsewhere in Florida) are available to make preliminary assessments of effects of those soils on water quality if used as a flow -way and preliminary assessment of potential vegetation community and wildlife impacts associated with restoration of wetlands on those properties. B, As part of stakeholder outreach efforts, Collier County will assist in identifying the stakeholder groups and contacts, meeting locations and other support details. The SFWMD and USACE will lead state and federal permit application reviews. The Consultant will request a conceptual ERP from SFWMD and a dredge and fill permit from the USACE. 8. No Florida Department of Transportation (FDOT) drainage connection permits are Included at this stage of project development. S. Survey requirements limited to the well locations (approximately SO) - References Atkins, 2016. COW County Comprehensive Watershed Improvement Plan. Prepared for Collier County and the Rookery Pay National Estuarine Research Reserve. 6 SCHEDULE B BASIS OF COMPENSATION 1. MONTHLY STATUS REPORTS B.1.1. As a condition precedent to payment, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY's reasonable satisfaction. Lump sum payments will be made upon the percentage complete. In no event shall such Time and Materials compensation exceed the amounts set forth in the table below. Tasks/item Description Lump Sum Time and Materials Not -To - Exceed 1.1 Team Workshop and Data Compilation $ $ 31,845.00 1.2 Agency/Stakeholder Coordination and Pre -Application Meetings $ $ 79,204.00 1.3 Environmental Data Collection and Analysis $ $ 551,877.00 1.4 Hydrologic, Hydraulic, and Water Quality Analysis $ $ 373,964.00 2.1 Permit Applications $ $ 163,388.00 2.2 Preliminary Design Plans $ $ 138,800.00 2.3 Grant Management $ $ 35,916.00 2.4 Contingency $ $ 125,000.00 $ $ Total Lump Sum Fee $ $ Total Time and Materials Fee $ $ 1,499,994.00 GRAND TOTAL FEE $ $ Page 19 of 32 PSA Single Project Agreement 2017.010 Ver.l B.2.2. ❑■* Time and Material Fees; The fees noted in Section 13.2.1, shall constitute the amounts to be paid to CONSULTANT for the performance of the Basic Services, Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. 11322, 1, Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. 8-2-.37 Q*-LIQ►-Fee,%�—The-teas rat$d4-SeGhon--2--9--skull-c;onst4tute-the-lur4p r -amount roNisi)ig a nro _f 4ho Rosi i�as- ;i40._Su—b@--Ro rior 13.2,111 rnni L>i T la skr with-eac#+o the ara kafjc-stat�i� r r+� rcav4ded-fir wu ds , , $ iG$t F1 A F9Rdl FW6$c during Oho-&wll4&Gt4�414Ag-rnQPt4- B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4 1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.5. The compensation provided for under Section 13.2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable, Page til of'32 PSA Single Prgject A�rccmenl 2017 010 Vesr. I 3. SCHEDULE OF PAYMENTS 13.3.1. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identity the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 8.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. 13.3.4. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for this Agreement oz Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with §112.051, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the fallowing items: 13.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. 13.3.4,12 Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with §112.051, Fla. Stat. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project, 8.3.4.1.4, Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. B.3.4.1.5. Expense of models for the County's use. Page 21 ot'32 PSA Single. Project AgrceMCM 2047,010 Ver -1 �6'\ '0 B.3.4.1.6. Other items on request and approved in writing by the COUNTY. B.3,4,1,7. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 8.3,4.1.8. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. B.3.5. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. i,age 22 of32 PSA Single Project ftrcemcnt 2017.010 Ver.I SCHEDULE B — ATTACHMENT 'I CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Principal $215 Project Manager $191 Senior Professional $176 Project Professional $134 Staff Professional $100 Senior CAD/GIS $146 Project CAD/GIS $112 Administration $65 Intern $43 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added via an Amendment upon mutual agreement in advance and in writing by the parties. Q■ *Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 23 of 32 PSA Shigle Project Agreelnent 2011.010 Ver.] SCHEDULE C PROJECT MILESTONE SCHEDULE Task/item Description Cumulative Number of Calendar Days For Completion from Date of Notice to Proceed for Services under this A ,reement 1.1 Team Workshop and Data Compilation 730 1.2 Agency/Stakeholder Coordination and Pre -Application Meetings 730 1.3 Environmental Data Collection and Analysis 730 1.4 Hydrologic, Hydraulic, and Water Quality Analysis 730 1.5 Numeric Nutrient Criteria for Rookery Bay 730 2.1 Permit Applications 730 2.2 Preliminary Design Plans 730 2.3 Grant Management 730 2.4 Contingency 730 Page 24 of 32 PSA Single Project Agreement 2017.010 Ver.l SCHEDULE D INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, 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 COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY 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 COUNTY. Page 25 of 32 PSA Single Project Agreement 2017.010 Ver.lg S. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY 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 COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificates) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause, 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? Al Yes ❑ No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $ 100,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11- United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work, Required by this Agreement? ❑ Yes ❑■ No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes ❑IA No 13_ COMMERCIAL GENERAL. LIABILITY. Required by this Agreement? 7 Yes ❑ No A. 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, Page 26 af'32 PSA Single Fraaect Agreement 2017.010 Ver.I 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 COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $ 2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes X No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑ Yes X No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? ❑ Yes FE] No Business Auto Liability: Coverage shall have minimum limits of $ Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The ownership. Page 27 of 32 PSA Single Project Agreement 2017.010 Ver.] 18. TECHNOLOGY ERRORS AND OMISSIONS INSURANCE. Required by this Agreement?❑ Yes ❑ No Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $1,000,000 Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement?❑ Yes ❑ No Cyber Insurance: Coverage shall have minimum limits of $1,000,000 Per Occurrence. 20. UMBRELLA LIABILITY. A. 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. B. 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. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? ❑E Yes ❑ No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, 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 the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY 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 Page 28 of 32 PSA Single Project Agreement 2017.010 Ver.l 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 the COUNTY. 22, VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23, PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with the COUNTY and the COUNTY'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 the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY 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. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibleslself-insured retention. q. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. B. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D Page 29 of'32 PSA Singlc Project Agreement 2417.410 Ver. I fr,� ❑ This schedule is not applicable. SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Taylor Engineering,Inc. (company's name) 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 " Collier County Comprehenslve Watershed Improvement Plan"project is accurate, complete and current as of the time of contracting. BY: TITLE: DATE: Nsge 30 oi'32 PSA Single Project Agreement 2017.010 Ver -1 IFN SCHEDULE F KEY PERSONNEL Name Personnel Category Percentage of Time Michael DelCharco, P.E. John Loper, P.E. Prinelpal project Manager 1 8 David Stites, Ph.D. Project Manager 5 Keith Knight, RE, Senior Professional 2 Michael Kabiling, Ph.D„ RE. Senior Professional 5 Christopher Ellls Senior Professional 3 Maurice Vaughan, P.E. Project Professional 10 Jenna Phillips Project Professional 7 Anton Flewelling Senior CADIGIS 6 Various Staff Staff professional, Technician, Administration, Intern 53 Page 31 of 32 PSA Single Project Ag raiment 2017.010 Vet. I TO SCHEDULE G Other: Grant Certifications and Assurances (Descr'iptioo) W following this page (pages 1 through 16 ) ❑ this schedule is not applicable Page 32 of 32 PSA Single Project Agreement 2017.010 Ver, i�(`a� j o— EXHIBIT A FEDERAL CONTRACT PROVISIONS FEDERAL UNITED STATES DEPARTM ENT OF TREASURY — CFDA 21.015 The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. The County must comply, and require each of its contractors, and subcontractors employed in the completion of the activity, project, or program to comply with all federal statutes, federal regulations, executive orders (EOs), office of Management and Budget (OMB) circulars, Standard Terms and Conditions, Program -Specific Terms and Conditions, and any Special Award Conditions of this Federal Financial assistance award ("Award"), as applicable, in addition to the certifications and assurances requii-ed at the time of application. Any inconsistency or conflict in Standard Terms and Conditions, Program -Specific Terms and Conditions, and any Special Award Conditions of this Award will be resolved according to the following order of precedence: federal laws, federal regulations, applicable notices published in the Federal Register, EOs, OMB circulars, Treasury's Standard Terms and Conditions, Program -Specific Terms and Conditions, and any Special Award Conditions. Special Award Conditions may amend or take precedence over Standard Terms and Conditions and Program -Specific Terms and Conditions. Standard Terms and Conditions may be found at; https:l/www.treasui-y,-aov/service/restore- ac(/Docutnents/RESTORE%20ACT°/u2 S andard%20TerFn °/ti20and%2OCandi ions August 201 df Contractor means an entity that receives a contract. The services performed by the awarded Contractor and its subcontractors shall be in compliance with all applicable grantor regulations/requirements, and additional requirements specified in this document in the completion of the activity, project or program. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. In general, 1) The contractor (including all subcontractors) must insert these contract provisions in each lower tier contracts ( e.g. subcontract or sub -agreement); 2) The contractor (or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower -tier subcontractor or service provider. FCP-I T 0 EXHIBIT A FEDERAL CONTRACT PROVISIONS FEDERAL CONTRACT PROVISIONS Administrative, contractual, or legal remedies (Ref, 41 U.S.C. 1908,2 CFR § 200 Appendix 11 (A) Unless otherwise provided in this contract, all claims, counter -claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Records Retention - The Contractor must retain all records pertinent to this project for a period of three years, beginning on a date as described in 2 C.F.R. § 200,333. Access to Records The contractor must make available to Treasury, the Treasury Office of Inspector General, and the Government Accountability Office any documents, papers or other records, including electronic records, of the contractor that are pertinent to this Award, in order to make audits, investigations, examinations, excerpts, transcripts, and copies of such documents. This right also includes timely and reasonable access to the contractor's personnel for the purpose of interview and discussion related to such documents. This right of access shall continue as long as records are retained Access to Sites The Treasury, the Treasury Office of Inspector General, and Government Accountability Office shall have the right during normal business hours to conduct announced and unannounced offsite and offsite physical visits of recipients and their contractors corresponding to the duration of their records retention obligation for this project/award. No Government Obligation to Third Parties - Applies to all contracts, The County and the Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Vendor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract, It is further agreed that the clause shall not be modified, except to identify the subcontract who will be subject to its provisions. Clean Air and Federal Water pollution Control Acts (Reference; 2 CFR § 200 Appendix B (G)) Contracts and sub grants of amounts in excess of $150,000 shall contain a provision that requires the Contractor or recipient to comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671 q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 125113$7). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Energy Policy and Conservation Act - (Reference 2 CFR § 200 Appendix 1I (H)) The contractor shall comply with any mandatory standards and policies relating to energy efficiency which are contained in the F I o r i d a state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871, 42 U.S.0 Section 6201) Debarment and Suspension (Reference 2 CFR § 200 Appendix II (1)), 31 C.F.R. Part 19) Contract awards that exceed the small purchase threshold and certain other contract awards shall not be made to parties listed on the government wide Excluded Parties List System in the System for Award Management (SANT), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Pail 1986 Comp., p. 1$9) and 12689 (3 CFR Pail 1989 Comp., p. 235), "Debarment and Suspension." The )excluded Parties List System in SAM contains the names of panics debarred, FCP-2 EXHIBIT A FEDERAL CONTRACT PROVISIONS suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a "covered transaction", must verify each lower tier participant of a "covered transaction" under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352) (Reference 2 CFR § 200 Appendix II (J)) - Contractors must certify it will not and has not used Federal appropriated funds have been paid or will be paid, by or to any person or organization for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. The certification includes any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Contractors and subcontractors must submit form SF -LLL to the County with 15 calendar days following the end of the calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure from previously filed. Procurement of Recovered Materials - (a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Contractor shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition. The Contractor shall procure items designated in the EPA guidelines that contain the highest percentage of recovered materials practicable unless the Contractor determines that such items: (1) are not reasonably available in a reasonable period of time; (2) fail to meet reasonable performance standards, Which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price. (b) Paragraph (a) of this clause shall apply to items purchased under this contract where: (1) the Contractor purchases in excess of $10,000 of the item under this contract; or (2) during the preceding Federal fiscal year, the Contractor: (i) purchased any amount of the items for use under a contract that was funded with Federal appropriations and was with a Federal agency or a State agency or agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and outside that contract. Diversity (Reference 2 CFR § 200.321) The County is dedicated to fostering the continued development and economic growth of small, minority-, women-, and service -disabled veteran business enterprises. All contracting and subcontracting opportunities afforded by this solicitation/contract are strongly encouraged to contribute as both Contractors and Sub -Contractors. Firms may be required to submit documentation addressing diversity and describing the efforts being made to encourage the participation of small, minority- , women-, and service -disabled veteran business enterprises. Information on Certified Minority Business Enterprises (CMBE) and Certified Service -Disabled Veteran Business Enterprises (CSDVBE) is available from the Office of Supplier Diversity at: http•//dms myflorida coin/other programs/office of supplier diversity osd/ Subcontractng The County must follow all procurement requirements set forth in 2 C.F.R. §§ 200.318, 200.319, 200.320, 200.321, 200.323, and 200.324. The contractor, and/or subcontractor must not sub- contract any part of the approved project to any agency or employee of Treasury and/or other federal department, agency, or instrumentality without the prior written approval of Treasury. Treasury will forward all requests to Treasury's Office of General Counsel for review before making a decision. Treasury will notify the recipient in writing of the final determination. FCP-3 EXHIBIT A FEDERAL CONTRACT PROVISIONS Environmental Requirements - Collier County trust comply with all environmental standards, and provide information requested by Treasury relating to compliance with environmental standards, including but not limited to the following federal statutes, regulations, and Ms. I. National Historic Preservation Act, as amended (54 UA.C. § 300101 et seq.) and Archeological and Historic Preservation Act, as amended (54 U.S.C. § 312501 et seq.) 2. The National Environmental Policy Act of 1969, as amended (42 U.S.C. § 4321 et seq.) 3. Clean Air Act, as amended (42 U.S.C. § 7401 et seq.), Clean Water Act, as amended (33 U.S.C. § 1251 et seq), and EO 11738 4. The Flood Disaster Protection Act of 1973, as amended (42 U.S.C. § 4002 et seq) 5. The Endangered Species Act of 1973, as amended, (16 U.S.C. § 1531 et seq.) 6, The Coastal Zone Management Act, as amended, (16 U.S.C. § 1451 et seq.) 7. The Coastal Barriers Resources Act, as amended, (16 U,S.C. § 3501 et seq.) S. The Wild and Scenic Rivers Act, as amended, (16 U.S.C, § 127E et seq.) 9. The Safe Drinking Water Act of 1974, as amended, (42 U.S.C, § 300f --j) 10. The Resource Conservation and Recovery Act of 1976, as amended, (42 U.S.C. § 6901 et seq.) 11. The Comprehensive Environmental Response, Compensation, and Liability Act (Superfund) (42 U.S.C. § 9601 et seq.) and the Community Environmental Response Facilitation Act (42 U.S.C. § 9601 note) 12. Magnuson -Stevens Fishery Conservation and Management Act, as amended (16 U.&C. §1801) 13. Marine Mammal Protection Act, as amended (16 U.S.0 § 31) 14. Migratory Bird Treaty Act, as amended (16 U.S,C, §§ 703-712) 15. Responsibilities of Federal Agencies to Protect Migratory Birds, EO 13185 16. Bald and Goiden Eagle Protection Act, as amended (16 U.S.C. § 669-668d) 17. Marine Protection, Research and Sanctuaries Act (33 U.S.C. §§ 1401-1445 and lb U,S.C.§§ 1431-1445) 18, National Marine Sanctuaries Act, as amended (16 U.S.C. § 1431 et seq.) 19. Rivers and Harbors Act of 1899 (33 U.S.0 § 407) 20, Environmental Justice in Minority Populations and Low Income Populations, EO 12899, as amended 21. Floodplain Management, EO 11988, as amended by EO 13690 and, Protection of Wetlands, EO 11990, May 24,1977, as amended by ED 12608 22. Farmland Protection Policy Act, as amended (7 U.S.C. § 4201 et. seq,) 23. Coral Reef Protection, Ea 13089Envasive Species, EO 13112 Disclaimer Provisions The United States expressly disclaims any and all responsibility or liability to the recipient or third persons for the actions of the recipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this Award or any other losses resulting in any way rrom the performance of this Award or any subaward, contract, or subcontract under this Award. Prohibited and Criminal Activities a. 'rhe Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801-3812), provides for the imposition ofciviI penalties against persons who make false, fictitious, or fraudulent claims to the federal government for money (including money representing grants, loans or other benefits). b. False Statements, as amended (18 U.S.C, § 1001) provides that whoever makes or presents any materially false, fictitious, or fraudulent statements to the United States shall be subject to imprisonment of not more than five years. c. False, Fictitious, or Fraudulent Claims, as amended (18 U.S.C. § 287) provides that whoever makes or presents a false, fictitious, or fraudulent claim against or to the United States shall be subject to imprisonment of not more than five years and shall be subject to a fine in the amount provided in 1 S U,S.C. § 287. f CP -4 EXHIBIT A FEDERAL CONTRACT PROVISIONS d. False Claims Act, as amended (3 l U.S.C. 18 U.S.C. § 3729 et seq.), provides that suits under this act can be brought by the federal government, or a person on behalf of the federal government, for false claims under federal assistance programs e. Copeland "Anti -Kickback" Act, as amended (18 U.S.C. § 874 and 40 U,S,C. § 276c), prohibits a person or organization engaged in a federally supported project from enticing an employee working on the project from giving up a part of his compensation under an employment contract. The Copeland "Anti -Kickback" Act also applies to contractors and subcontractors pursuant to 40 U.S.C. § 3145. American -Made Equipment and Products The contractor is hereby notified that it is encouraged, to the greatest extent practicable, to purchase American-made equipment and products with funding provided under this contract as allowed. Increasing Seat Belt Use in the United States Pursuant to EO 13043, the recipient should encourage its employees and contractors to enforce on-the-job seat belt policies and programs when operating company-owned, rented or personally owned vehicles, Minority Serving Institutions (NISIs) Initiative Pursuant to POs 13555 and 13270, as amended, Treasury is strongly committed to broadening the participation of MS1s in its financial assistance programs, Treasury's goals include achieving full participation of MSIs in order to advance the development of human potential, strengthen the nation's capacity to provide high-quality education, and increase opportunities for MSIs to participate in and benefit from federal financial assistance programs. Treasury encourages recipients to include meaningful participation of MSIs. Institutions eligible to be considered MSis are listed on the Department of Education website at httt)://www2.ed.p-ov/about/offices/lis#lperI dlite-minorityinst.lrtml. Care and Use of Live Vertebrate Animals Recipients must comply with the Laboratory Animal Welfare Act of 1966 (Public Law 89- 544), as amended, (7 U.S.C. § 2131 et seq.) (animal acquisition, transport, carer handling, and use in projects), and implementing regulations, 9 C.F.R. Parts 1, 2, and 3; the Endangered Species Act, as amended, (16 U.S.C. § 1531 et seq.); Marine Mammal Protection Act, as amended, (16 U.S.C. § 1361 et seq.) (taking possession, transport, purchase, sale, export or import of wildlife and plants); the Nonindigenous Aquatic Nuisance Prevention and Control Act, as amended, (16 U.S.C. § 4701 et seq.) (ensure preventive measures are taken or that probable harm of using species is minimal if there is an escape or release); and all other applicable statutes pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by federal financial assistance. Publications and Signage Any publications (except scientific articles or papers appearing in scientific, technical, or professional journals) or signage produced with funds from this Award, or informing the public about the activities funded in whole or in part by this Award, must clearly display the following language: "This project was paid for [in part] with federal funding from the Department of the Treasury under the Resources and Ecosystems Sustainability, Tourist Opportunities, and Revived Economies of the Gulf Coast States Act of 2012 (RESTORE. Act)," Publications (except scientific articles or papers appearing in scientific, technical, or professional journals) produced with funds from this Award must display the following additional language: "The statements, findings, conclusions, and recommendations are those of the author(s) and do not necessarily reflect the views of the Department of the Treasury." FCP-5 O EXHIBIT A FEDERAL CONTRACT PROVISIONS Homeland Security Presidential Directive 12 if the performance of this Award requires the recipient's personnel to have routine access to Treasury - controlled facilities and/or Treasury -controlled information systems (for purpose of this term "routine access" is defined as more than 180 days), such personnel must undergo the personal identity verification credential process. In the case of foreign nationals, Treasury will conduct a check with U.S. Citizenship and Immigration Services' (USCIS) Verification Division, a component of the Department of Homeland Security (DHS), to ensure the individual is in a lawful immigration status and that he or she is eligible for employment within the United States. Any items or services delivered under this Award must comply with Treasury personal identity verification procedures that implement Homeland Security Presidential Directive 12, "Policy Fora Common Identification Standard for Federal Employees and Contractors", PIPS PUB 201, as amended, and OMH Memorandum M-05-24, as amended. The County must ensure that its contractors (at all tiers) performing work under this Award comply with the requirements contained in this Section V.14. Treasury may delay final payment under this Award if the contractor fails to comply with the requirements listed in the section below. The County must insert the following tern in all contracts when the contractor is required to have routine physical access to a Treasury -controlled facility or routine access to a Treasury -controlled information system: a. The contractor must comply with Treasury personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive 12 (HSPD-12), Office of Management and Budget (OMB) Guidance M-05-24, as amended, and Federal Information Processing Standards Publication, FIPS PUB 140-2, as amended, for all employees under this contract who require routine physical access to a federally controlled facility or routine access to a federally controlled information system. b. ,rhe contractor must account for all forms ofgovemment-provided identification issued to the contractor employees in connection with performance under this contract. The contractor must return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by Treasury: i. When no longer needed for contract performance; ii. Upon completion of the contractor employee's employment; or iii. Upon contract completion or termination. Foreign Travel The contractor may not use funds from this contract for travel outside of the United States unless Treasury provides prior written approval. Non -Discrimination Requirements - No person in the United States shall, on the ground of race, color, national origin, handicap, age, religion, or sex, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity receiving federal financial assistance. The recipient is required to comply with all non-discrimination requirements summarized in this section, and to ensure that all contracts contain these nondiscrimination requirements. 1. Statutory Provisions a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) prohibits discrimination on the grounds of race, color, or national origin under programs or activities receiving federal financial assistance; b. Title 1X of the Education Amendments of 1972 (20 U.S.C. §§ 1691 et seq.) prohibits discrimination on the basis of sex under federally assisted education programs or activities; FCP-6 y VV EXHIBIT A FEDERAL CONTRACT PROVISiONS c, Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794) prohibits discrimination on the basis of handicap under any program or activity receiving or benefitting from federal assistance; d. The Age Discrimination Act of 1975, as amended (42 U.S,C, §§ 6101 et seq.), prohibits discrimination on the basis of age in programs or activities receiving federal financial assistance; e. The Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.) ("ADA"), including the ADA Amendments Act of 2008 (Public Law 110-325, ("ADAAA"), prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto, as well as public or private entities that provide public transportation; C Any other applicable non-discrimination law(s). 2. Regulatory Provisions a. Treasury Title VI regulations, 31 C.F.R. Part 22, implement Title Vl of the Civil Rights Act of 1464, as amended (42 U.S.C. §§ 2000d, et seq.) which prohibits discrimination on the grounds of race, color, or national origin under programs or activities receiving federal financial assistance; b. Treasury Title I.X regulations, 31 Part 28, implement Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681 et seq.) which prohibits discrimination on the basis of sex under federally assisted education programs or activities. 3. Other Provisions a. Parts 11 and III of EQ 11246 (30 Fed. Reg. 12.319, 1965), "Equal Employment Opportunity," as amended by EO l 1375 (32 Fed. Reg. 14303, 1967) and 12086 (43 Fed. Reg. 46501, 1978), require federally assisted construction contracts to include the nondiscrimination provisions of §§ 202 and 203 of EO 11246 and Department of Labor regulations implementing EO 11246 (41 C.F.R. § 60- 1.4(b), 1991), b. EO 13166 (August 11, 2000), "Improving Access to Services Far Persons With Limited English Proficiency," requires federal agencies to examine the services provided, identify any need for services to those with limited English proficiency (LEP), and develop and implement a system to provide those services so LEP persons can have meaningful access to them. 4. Title VII Exemption for Religious Orgy nizations Generally, Title VII cif the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq,, provides that it shall be an unlawful employment practice for an employer to discharge any individual or otherwise to discriminate against an individual with respect to compensation, terms, conditions, or privileges of employment because of such individual's race, color, religion, sex, or national origin. However, Title VI 1, 42 U.S.C. § 2000e-I(a), expressly exempts from the prohibition against discrimination on the basis of religion, a religious corporation, association, educational institution, or society with respect to the employment of individuals of a particular religion to perform work connected with the carrying on by such corporation, association, educational institution, or society of its activities. 5. Protections for Whistleblowers in accordance with 41 U.S.C. § 4712, neither the recipient nor any of its subrecipients, contractors (vendors), or subcontractors may discharge, demote, or otherwise discriminate against an employee as a reprisal for disclosing information to a person or entity listed below that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal FCP-7 6 EXHIBIT A FEDERAL CONTRACT PROVISIONS funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant: a. A Member of Congress or a representative of a committee of Congress; b. An Inspector General; c. The Government Accountability Office; d. A Treasury employee responsible for contract or grant oversight or management; e. An authorized official of the Department of Justice or other law enforcement ag ency; f. A court or grand jury; and/or g. A management official or other employee of the recipient, subrecipient, vendor, contractor (vendor), or subcontractor who has the responsibility to investigate, discover, or address misconduct. STATE PROVISIONS Conflict of Interest - This Contract/Work Order is subject to chapter 112, F.S. The vendor shall disclose the name of any officer, director, employee, or other agent who is also an employee of the State. Grantee shall also disclose the name of any State employee who owns, directly or indirectly, more than a five percent (5%) interest in the Contractor's company or its affiliates. Interest of Members of, or Delegates to, Congress or Legislature — No member or delegate to the Congress of the United States, or the State of Florida legislature, shall be admitted to any share or part of the contract or any benefit arising therefrom. Discriminatory Vendors — Contractor shall disclose if they appear on the discriminatory vendor list. An entity or affiliate placed on the discriminatory vendor list pursuant to section 287.134, F.S. may not: 1) Submit a bid on an agreement to provide any goods or services to a public entity; 2) Submit a bid on an agreement with a public entity for the construction or repair of a public building or public work; 3) Submit bids on leases of real property to a public entity; or 4) Be awarded or perform work as a consultant under an agreement with any public entity; or transact business with any public entity. Lobbying - No funds received pursuant to this Agreement may be expended for lobbying the State Legislature, the judicial branch, or a state agency. Inspector General Cooperation - Contractor and subcontractors are obligated to comply with Section 20.055(5), Florida Statutes which states, "It is the duty of every state officer, employee, agency, special district, board, commission, contractor, and subcontractor to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant to this section. Beginning July 1, 2015, each contract, bid, proposal, and application or solicitation for a contract shall contain a statement that the corporation, partnership, or person understands and will comply with this subsection." Scrutinized Companies — Pursuant Section 215.473, F.S. the Local Sponsor subcontractor certifies that it is not listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and/or Scrutinized Companies with Activities in Israel List (eff. 10.1.2016). Created Pursuant to Subsection 287.135(5), F.S., the subcontractor agrees the County may immediately terminate this Agreement for cause subcontractor is found to have submitted a false certification or if the subcontractor is placed on the Scrutinized Companies list during the term of the Agreement. FCP-8 EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO HE RETURNED WITH SOLICIATION DOCUM ENTS 13Y DEADLINE TO HIE CONSIDERED RESPONSIVE 1. Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions 2, Certification regarding Lobbying 3. Conflict of Interest 4. Anticipated DBE, MIWBR or VETERAN Participation Statement S. Opportunity List for Commodities and Contractual Services and Professional Consultant Services 6. Acknowledgement of Grant Terms and Conditions GCA- I r��J EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Cerlltication Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its Knowledge and Wiel; that it and its principals: (a) Are not prese:rtly debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded From covered transactions by any Federal department or agency: (b) Have not within a three-year period preceding this proposal beQu convicted of or had a civil judgment rendered against them for commission of frond or a Criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a }public lransuction, violation of Federal or State antitrust stntttles or commission of embezzlement, theft, forgery, bribery, falsification or destruction or records, making false statements, or receiving stolen property; (u) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with comntissloll of arty of the offenses enumerated in paragraph (l)(b) of this certification; and (d) I•love not within a three-year period preceding this application/proposal had ane er marc public transactions (Federal, State or local) terminated rol' cause or default. (2) Where the prospective primary participant is unable to certify to any of the stateincitts ill this cellifleation, such prospective participant shall attach an explanation to this proposal. James N. Marino, P.E., D.C'E Name President Title Taylor Engineering, Inc, Firm Collies' County Comprehensive: Watershed Improvements Plan Project Nance 18-7245 Project Number 592850478 Tax ID Number 18-156-1168 DUNS Number 10151 Deer,wdod Park Blvd., Bldg, 300, Ste. 300, Jacksonville, FL 32256 Street A z SOCA - 2 EXHIBf"r B CTRANT CERTIFICATIONS ANIS ASSURANCES --- COLLIE, R COUNTY Cei'tilicsation Regm-ding Lobbying The undersigned aiyiar lrngirt4cring, ]nc. (Vendor/ Contractor) certifies, to the best of his or her knowledge and belief, that., (1) Nc State appropriated funds have been paid or will be paid, by or on belinlf of the undersigned, to any person for influencing or attempting to influence an oFficer or employou of an agencsy, a member of the LegislRtLn•c, an officer or employee of the ,judicial branch, or an cmployce of State agency in connection with the awarding of any State contract, the making or any State grant, the malting of any State loan, the entering into or any cooperative agreement, and the extension, conlinttation, renewal, amendment, or nnoclifica(ion or any state contract, grant, loan, or cooperative agreement, (2) No grantee, nor its persons or affiliates, may employ any person or organization with funds received pursuant to tiny State agreement for the purpose of l0bbyir7g the f,egislature, the ,judicial branch, or a State agency. 11W purpose sof lobbying includes, but is not limited to, salaries. travel expenses and per dierri, the cost for advertising, including production costs; postage; entertainment, and telephone and telegraph, and association clues, The provisions of this paragraph supplement the provisions of section 11,062, Florida Statutes, which is incorporated by reference into this solicitation, purchase osier or contract. (3) The undersigned shall require that the- languages of this certification be included in the award doctiments for all subawards at all tiers (including subcontracts, subgrants, and contracts tiLtdcr grants, loans, and cooperative agreements) and (hat all sLIbreciplents sliall certify and disclose accordingly. The Vender/Contractor,-i'aylor Engineering, ]nc, , certifies or affirins the truthfulness and acctiraaIy ofench statement of its certification and disclosure, if any, In addition, the Cont•nctor understands and agrees that the provisions of 11,062, Florida Statutes., apply to this certification and disclosure, if any. James N. Marino. RE., D.CE Nance or Authorized Official Title ignature of Ven dor/Contraaclot's Authorized Official 12/5/17 Date GCA - 3 �f 1 EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certlflention l5-7245 Collier County Solicitation No. James N. Marinci i, _ _-- - , hereby certify that to the best of tiny knowledge, neither [ 1101- nly spouse, dependent child, general partner, or any organization for which .1 ann servitng as an officer, director, trustee, gcrteral partner or employee, or any person or organization %vith whom I am negotiating or have an arrangement cotieerning prospoctiva employment ltas a fmincial interest in this matter. I further certify to the best of my k-rowledge that this matter will tint affect the financial interests of any member Of tiny I101-1s01i0161, Also, to the best of my knowledge, no nitnnber of my household; uo relative Nvith whom 1 have a close relationship; no one with wham my shouse, parent or dependent child has or seeks einploynient; and no organization with which I am seeking a business relalionsllip nor which I nory serve activoly or have served within the last year are parties or represent a party to the matter. also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest 1, or anyone noted above, has in any person or organization that does become involved in, or is affected at n-lgter elate by, the conduct of this matter. James N. Marino, PZ, D.CL Name tore President 1215117 Position Date Privacy Act Statement Title I of the Lthics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of'this information. The primary use ol'the information on this form is fbr review by officials of The Justice Departnnerit to determine compliance with applicable federal conflict or interest laws and regulations. Additional disclosures of the information on this report may be made: (1) to a federal, slate or local la%v enforcement agency if the JUStice Department becomes aware of a violation or potentitd violation of law or regulations; (2) to a court or party in a court or federal administrative proceeding if the government is a patty or in order to comply with a judge -issued subpoena; (3) to 9 sotn•ce when necessary to obtain information relevant to a conflict of interest investigation a1- decision; (4) to the National Archives and Records Administration or tlne General Services Administration in records management inspections; (5) to [lie Office of Management and Budget during legislative coordination on private relief legislAon; and (6) in response to a request for discovery or for the appearance of A witness in a judicial or administrative proceeding, if the infortnalion is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person runless authorized by law. See also the 0GEMOW-2 executive branch -wide Privacy Act system orrecordds. GCA- 4 Y� ,-, � EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES ........ .__. COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT Status wlli be Verified, unverlfabit 54atuseS v,ill rcquier- the PRIME to either proiNde a teyised statement or provide source dacumentatlon that validate$ a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRiNIENANIE PRIMLfEioNUMBER CoNTUCT00 WRAMOUriT Taylor Engineering, Inc. 59-2850478 TBD ISTHE PRII.11 8 FLORIDA CERTtkf:0 0154,01w irAGED. ,,-zTEAAN Y 15 THE dCTIVIT'r OF THIS CONTRACT.. MINORITY OR WOMEN N.141145S ChTERPRIW DBE!' Y CONSTRUCTION ? Y I I t0MtNI,-rRATION? DOW-1111VY1ISEi OR IMAVE A SMALL015ADVAhTAW ush[ysseefpn:ICanoNFRt7htTrlESf.1ALLEVSINESS r'�BE' Y a eOk�IJlrhnot�} r r� J ASERVICE OISAKEDYETERM11 V1t3E8 Y OTHER? Y rf cos Doi Y IS TH15511MMISSiON A REVrsiomi t 11 F YES, REMION EtVPIBER B, IE PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY, WOMEN-OWNED, SMALL BUSINESS CONCERN OR SERVFCE DISABLED VETERAN, PRIME IS TO COMPLETE THIS NEXT SECTION DBE h1j%NBE SUBCONTRACTOR OR SUPPLIER TYPE W WOAk OA ETHNICITY COOS SUB/5UPPLIER PERCWT OF LONTRACY VETERAN NAME SPECIALTY ISee ISelovwl DOLLi1RAMOUrir D13LLARS DISEMal-CO ttrVeytngtart Surveying O TBD TBD mapping. 111C MBE Robau mid Associaics, LLC Eilgincerhg IIA TBD TBD I Tore C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF 5UCK41TTIR DATE TrrLE Or' SUBMITTER James N. MaI'ino 12/5/17 President EMAIL ADDRESS OF PRIME [SUBMITTER) TELEPHONE t{UMBER FAX NUMBER marina a tay orellgincering.coin 904-731-7040 904-731-9847 NOTE; This Information is used to track and report anticipated DISE cr PABE partscipatian In federally4Undtd contracts. The anticipated D8E or FdbE amount is vol unt9ry and will not become part of the contractual t6 row. This form must be sutfmitted at time or ►/sponse to a solritiption. If and v,htn awarded I County contract, tha prime will be asked to update the Infortnation for the grant compliance fi Ie: UNNI07y CODE olackAmerlcan 6A Hispanlc American HA NitiVIIAmericon NA Subtont. Asian American SA4 Asian-PadfitAmerictin APA NomrtinorlrrWoman NMW other: nct of any other group listed O D. SECTION TO RE COMPLETED BY COLLIER COUNTY OE PARTh9E14TNWE COUIER[6NSRACT1+jlFISiAFporPO!REO' QRL?4t"Oro RAM)CONTRACT ACCEPTED BY: DAT! EXHIBIT B GRANT CERTIFICATIONS AND ASSURANCES ii:s , :01ir17t'GVVJTrP[I,:IICE Pf11'. PID OPPORTUNITY LIST FOR COMMODITIES A14D COMIRACTUAL SERVICES AND PROFESS1014AL CONSULTANT SERVICES r: is rlrt palicp Of Co ller Counrl' th4r .t4 vantage bus,nQsre# and 7 oriry vendors, PS d Tmed In the Code if ruder& Rcgufationf (c.,R)ar Fforida StvtuFef ffS mutr ha: a rhe ppAurl lnii !opprtirtporf on contract's MM ede/al an?/Pr stQig ronross. s[once. Prime SUntradOF/Prime Consultant'. Wdris$ and Phone Nurnbdr: Taylor Engineering, Enc. 10151 Deerwood Park Blvd,, Bldg 300, Ste 300, Jacksonville, h'L 322551404-731-7044 ProturBment Numbe /Azf,•ertisam4nt Number: 100 No, 18-7245 The list betow is intended to he a livor; of firma that are, or sitempl0l; to, parridpate on the prolecl numbered A"ee. The lisl must !nd ude the firm bidding or quoting as prima, al yell as subs and supplitrs quoting for partiCipation Prune contractors and consultants must provide Informatlgrl far NuinbefF 1, 2, 3, and 4; and, should proy'l Informsticn ther MYe for tdumbers 5, a, 7, and d. This form must be suhrhltted wlih the bid patRage. t. PedvralT9110tllrmber ;. Firm Name 3. Phone 14UMI Er S. Address 5, Year firm Established. 59-2850479 Taylor rlor Lri inECCin ` Inc. 904-331-71040 10151 Qe6r ped Palk 31Y(I.. �1 1983 h.e X 7,� 08E Nan•osE Prilllc 5uhcontrictor Subtonsrlll f}- Annual r,l PiKRipts Less than $ 1 mil lion 5elWCan 5 1.5 million X betYleens5-l0nrillian Set Ween5lo-lSmililon More than � 15 million 1 Faderal TAR l0 Number: 59-2742509 6. rj 6 f I Annual t�rois Receipts ,1, firm Nam#: Durove Slwypor:S. 1L4,._ E Non -Me LOSS than i x miliioll 3. Phone Number: 9D4-722_0400 X Dill 51.5 million d, Address 3 1 Corporate Squire Blvd. 54!l ell S 5-10 million _2I Jacksonville, R.3221fe :utxuntraaar Bel10-15mi1114n ;( 5ubCGri5ult4nt More than a 15 mil'idrt S. Year Firm Established I 1`414ral T1x 10 Number 20-4894676 6. Dae S. Annual Gross Recilipts 2, Flml Name; Barth Tech Enviroulnten 1111 rfOn-Il Less than s 1 million 3. Phone Number: _39-304 0030 Isetwren 5 1-5 million 4. Address 1600 Jolea Ave. Ill 5.10 mi}lion Tonna Sel-ing5, FL 34135 7.® 5utKo11t1M01 Between 510.15nlllllan Subcomultant more than $ 15 million 5. Y#ar Putts eFt5bllshed' 2006 1, federal rix IO dumber 26.70091 6. Xe DEE n ,annual Gross Receipts 2, FillName: Marco , tlrVeytl1g All Mapping f4w.1l 711 -ass thah $1 mllllon 5 Phone Number ?39-384-0026 eall S 1•5 million a, address 3825 Beck Blvd., Ste 725 Eell S 5.10 mitllon Naples, 171., 341 147.� Suhcantraetor ileCrreen510`33mililon j{ subconsuhant more than; 15m4llon 5. Year Firm Established 2008 t. on lil ll`[i oll ne-ki 11n�;C EXHIBIT B GRANT C:FRTIFICATIONS,AND ASSURANCES e. "%PO4 if. I r'.r PIC] OPPORTUNITY LIST FOR I.r]MMODITIE5 AND CONTRACTUAL SERVICES AND PROFE55I04AL CONSULTANT SERVICE5 er is r e parity Of C011W County that dlxadvonraged bulinQslet 4nd nlppr'tS+vendarx, as di4^4d m the Cade ajfederaJ ftegu a#inns fCftrJ or FlorduStarutasIf51,MST hL 0the4aoartunih'#6Apftlripnt9a>tCpn[rCCtsWItflf2Jd.101ar7d/arstategnontRss'Srpnce- Pnm9 ContractorjPrime Consultant Taylor Engineering, lnc, Address and Phone rauniber. 10 15 1 Deer -wood Park Blvd., 131dg 300, Ste 300, Jacksonville. Fl. 32256/904-731-7040 Procurement PtumbeOAdvemisemeni Number; RPS Na, 18-7245 Me list below is intended to be a listing Of flims that arer or attempting to, participate on the project numbered above. The I Ist musk Include the #Irm bidding or quoting ai pnme, as v ell as subs and suppliers quoting for partiCipation. Prprla contractors and tonfultanIs mutt provid9 infotmaticn for Numbers 1, 2, 9, and a, and, IhoLlld provide arts' infolntatlon they have for Numbers 5, 6, 7, and D, This form must be. submitted with the bid package. 1. Federal Tax i0 Number 61-1553905 6, Dec a. Annual 4ross Receipts 1. Firm Name: 0 atl and Asso-dates, t,W � Kon -DUE Less than 1 1 miltinn 3. Phone number, 239-206-9000 between $ 1-5 nil Ilion LL address 2770 S. Horseshoe Dr., Sie 7 belweprt 5 s• 10 mollon Naples, FL 34104 - SubconVaftGr }[ ,ubcansultant More than; P5m�llIon Cn More than 15miJ100 s. Year Firm Established 2008 l, f6daral Taff io Number' 60 ❑0 fl. Annual Gross ttacelpts I Firm Name I'lon-D&E Liss titan 1 1 million 3. Phone Numt�er: between 51.5 million S, Andress Betw@en S 5.10 mitlipn 7 rubi6ntracKor Detw$¢n j 10-15 million e ,u7xQtiSrllLanl more than S 15 motion 5- Year Firm Established 1. Federal Ta): so number6. est S. Annual 'Gross PVCeipts 2, Firm Name E3. Npn DbE LlSs than ; 1 million Phone Number Betv,leh 5 Y -a rstillion d, ,iddfess between S 5.10 million 7.R 50contr actor Wween r 10-15 milllon SuIxonsultant More than 5 15 million 5 Year Firm Establishkd 1, Federal Tax to Number: 6 DBE ;, Annual Gross Receipts 2. Firm Name: e rSon-DBE Less than; i mil bon 3. Phone Number aetwetn;1-5 million d. Address between 5 5-10 million 7.� 5ubcontraaor setween$10-15million subcGnsuhant Moro thin , 15 milllon 'a, Y4ar Flrlil EStab4ished' XIAI131`1` B GRANT CERTIFICATIONS AND ASSURANCES CULLIEfR COUNTY Acknowledgement of Terms, Conditions and Grant Clouses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement, a copy of the signet] subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. Certification On behalf of my firm, 1 acknowledge, and agree to perforit7 all of the specifications and grant requirements identirled in this solicitation do,Qament(s). Vendor/Contractor Name r 4Y L- 1_ fl. C(�rZ�l� F lA%C. Date Authorized Signature Address 1 '�P' - �.� �t.rr 2`%-7 G- 3,3/ solicitation/Contract # GCA -7 Uya