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#16-6639 (CH2M Hill Engineers, Inc.)
PROFESSIONAL SERVICES AGREEMENT Contract# 16-6639 for Variable TDS Reverse Osmosis Conceptual Design 5 1 CCNA ❑ NON-CCNA THIS AGREEMENT is made and entered into this 1044‘ day of Jul 20 ( by and between the Board of County Commissioners for Colli�County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and CH2M Hill Engineers, Inc. , authorized to do business in the State of Florida, whose business address is 5801 Pelican Bay Blvd., Suite 505, Naples, Florida 34108 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning Variable TDS Reverse Osmosis Conceptual Design (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 1 of 32 PSA Single Project Agreement 2017.010 Ve „. 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 Joe Elarde, Membrane Global Practice Leader 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 2 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 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 Page 3 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) 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 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 4 of 32 PSA Single Project Agreement 2017.010 Ver.1 C). 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 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 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 6 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 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 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, 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 B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. ❑ Gca- t-Funded:--The h®u-rty--rates--as-set-#-off-a d-idz• .-e '• •_.8 W � Page 7 of 32 PSA Single Project Agreement 2017.010 Ver.1 -which-is-attached-here-to are-f-or pu oses-of-providing-esti a.a#e;.as.required-by t g a for 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 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 Page 8 of 32 PSA Single Project Agreement 2017.010 Ver.1 it1 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. 8.1.1. 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 9 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 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 performed 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 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 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 12.1, 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 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 11 of 32 PSA Single Project Agreement 2017.010 Ver.l x 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: Tom Chmelik, Director Division Name: Engineering and Project Management Address: 3339 Tamiami Trail East, Suite 303 Naples, FL 34112 Administrative Agent/PM: Oscar Martinez, Principal Project Manager Telephone: 239-252-6214 E-Mail(s): oscar.martinez©colliercountyfl.gov 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: CH2M Hill Engineers, Inc. Address: 5801 Pelican Bay Blvd., Suite 505 Naples, Florida 34108 Authorized Agent: William D. Beddow, Vice President Attention Name & Title: Joe Elarde, Membrane Global Practice Leader Telephone: 239-431-9225 E-Mail(s): Joe.Elarde@CH2M.com Page 13 of 32 PSA Single Project Agreement 2017.010 Ver.1 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. 17.5. 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 n Schedule E CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL Schedule G Other: N/A Solicitation # 16-6639 , including all Attachment(s), Exhibit(s) &Addendum Consultant's Proposal Page 14 of 32 PSA Single Project Agreement 2017.010 Ver.1 4744 Grant-F--an ed-P-roieots:-E-floe--e ent--of-any--oonfliet.-1 e een--or---among--the-.terms of any-of-the-Co ntract-Dc nt ndlor t -LINTY-S--Boar pp ed-Exeo e--Sum awe terms-of-the-Ag reemen t-sha II-ta ke-pre ce d en ce-ove r-the-te rm s_.ofall_other-Con.tract-documents; ex p-+-,ho torms-of_-_an',rouppiemental----Gr-a.nt--Condit's.- •. . = s =-=e=. -e over the Agreement-To-the t-end any-oonffict-in-tne-terms-o-f-the--Cont-rant 000rnen-ts cannot-be-resolved by--a-pplaca .e, e ._ _ e e -..en e.e' 'e. , „gay, or-the-Agreement, the-Genf-Hot-shall-be resolved-by-imposing-the-more-strict or-costly liga-ti n--undex the Coratr-act--Docunaents-upon-tae CONgULTANTattat _• _.. ,'_ 17.11. Applicability. Sections corresponding to any checked box (I ) 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. 1.1 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 15 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 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 16 of 32 PSA Single Project Agreement 2017.010 Ver.l 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 CRYSTAL K.KINZEL, COLLIER CO NTY, FLORIDA, INTEitpt By Ake 1111/Ataral.4 , .ffifir.sw Dateis-3 a itlig By. Attest as torihairm;n's. Andy Solis, Esq. Chairman signature only: • L,u - 'dyed as t rm nd Legality: •11 b..„ 0., L County Attorney 1,) Name Consultant: Consultant's Witnesses: CH2M Hill Engineers, Inc. 17 By: pv0A/714,1- Witness - r 4 - Er k-o SI P-A-1-1 0 Name and Title Name and Title 44/ if Witness C V1) L11 (t{ Name and Title Page 17 01'32 PSA Single Project Agreement 2037030 Ver 1 SCHEDULE A SCOPE OF SERVICES ❑� following this page (pages 1 through 6 ) Page 18 of 32 PSA Single Project Agreement 2017.010 Ver.1 ` f SCHEDULE A — SCOPE OF SERVICES SCHEDULE A SCOPE OF SERVICES FOR CONSULTING ENGINEERING SERVICES AGREEMENT FOR VARIABLE TDS REVERSE OSMOSIS CONCEPTUAL DESIGN CONTRACT NO. 16-6639 DESCRIPTION The North County Regional Water Treatment Plant (NCRWTP) has undergone several changes since commissioning in 1993 as a 12-mgd nanofiltration (NF) facility. The 1999 8-mgd reverse osmosis (RO) expansion and subsequent increase in well salinity near the water treatment plant have been the driver for several studies and upgrades to the RO system. The high-salinity wells near the NCRWTP represent millions of dollars of infrastructure that is currently sitting dormant. The County has indicated the desire to use these productive high-salinity wells, however, their use will require modifications to the existing RO treatment process. The general objective of this scope is to contract outside Consultant Engineering Services to CH2MEngineers, Inc. (referred to hereafter as ENGINEER/CONSULTANT) for the Collier County Public Utilities Planning and Project Management Department(referred to hereafter as COUNTY)to provide the County with a 30-percent design criteria package to be used to select a design-builder for these improvements. The tasks included in this Agreement and called out in the Request for Proposals (RFP) are summarized below. 1. Project Kickoff 2. RO System Data Review 3. RO System Condition Assessment and Capacity Analysis 4. Alternatives Evaluation 5. Conceptual Design 6. 30% Design Criteria Package PART 1—SCOPE OF WORK Task 1 —Project Kickoff ENGINEER will conduct a kickoff meeting with COUNTY to introduce team members, affirm project goals, collect existing data, and discuss the existing NCRWTP limitations and needs. Specifically, ENGINEER will: • Introduce team and points of contact • Establish project goals and critical success factors • Review scope and deliverables • Conduct initial RO system site visit • Review anticipated data needs Page 1of6 SCHEDULE A-SCOPE OF SERVICES CONTRACT NO.16-6639-VARIABLE TDS REVERSE OSMOSIS CONCEPTUAL DESIGN Deliverables • Initial data request Meetings • Kickoff meeting Task 2—RO System Data Review ENGINEER,working with the COUNTY, will compile and review existing facility operational data and design drawings that will be used in subsequent condition assessment and options development task. This task includes downloading and analyzing existing RO system data and trends and reviewing available design drawings and major equipment O&M data. The ENGINEER will summarize RO operating Data in tabular/graphical format that will be included in the RO condition assessment. Deliverables • None Meetings • None Task Assumptions • The COUNTY will provide electronic copies of previous design drawings and access to Excel format RO operating data related to the NCRWTP RO process train. Task 3—RO System Condition Assessment and Capacity Analysis Task 3.1 —RO Condition Assessment ENGINEER will conduct an assessment of the existing RO process train condition including estimating remaining useful life of major components. ENGINEER will conduct site visits and interview COUNTY staff to include the following aspects: • Process/design configuration, compared with the current accepted design best practices • Unit process performance in terms of capacity and water quality • Estimated remaining life of major components and their cost of replacement ENGINEER will document the findings of the RO condition assessment and staff interviews in spreadsheets and tables. The documentation will include, for each asset, the naming and description, link to pictures, description of asset condition, estimated original service life, and expected remaining life. The cost estimates will follow the American Association for Cost Engineering (AACE) International Recommended Practice No. 56R-08. The findings of this subtask will be summarized in a draft/final RO System Assessment TM. Task 3.2—RO Capacity Analysis ENGINEER will perform an evaluation of RO system capacity using commercially available membrane projection software and generic source water quality. ENGINEER will estimate increased feedwater salinity by blending typical local Floridan water quality with typical seawater quality for use in the RO performance projections. The evaluation will estimate capacity limitations at higher feed TDS water quality and levels of RO membrane fouling. Page 2 of 6 SCHEDULE A-SCOPE OF SERVICES CONTRACT NO.16-6639-VARIABLE TDS REVERSE OSMOSIS CONCEPTUAL DESIGN ENGINEER will issue a draft/final RO System Assessment TM to COUNTY for discussion at the RO System Condition Review Meeting. Following the meeting, the ENGINEER will finalize the TM and issue to COUNTY. The TM will include the following components: • Summarize operating limits of existing system • Assessment of maximum TDS existing system can treat without modification or with only new membrane elements including required operational changes or capacity limitations • Condition assessment of existing system components • Review of electrical and l&C impacts/limits of existing system Deliverables • Draft/final RO System Assessment TM Meetings • None Task 4—Alternatives Evaluation and Selection Subtask 4.1 —Industry Best Practices The purpose of this task is to document for the COUNTY the current best industry practices of treating variable TDS water by summarizing information from the wide range of ENGINEER project experience, strategic partner experience and other utility experience with similar water quality issues and treatment as Collier County. This includes summarizing information on treatment which has not worked effectively or has been previously discarded by the County. This task will summarize advances in membrane treatment technology since the previous NCRWTP studies were completed. Contact will be made with equipment manufacturers which are active in this market segment including new and emerging technologies that are anticipated to mature within the project timeframe. Key activities of this task include the following: • Review literature/ENGINEER project experience and contact and potential visit other utilities with similar water quality concerns and solutions (examples provided in Exhibit Il-c) • Contact equipment manufacturers on treatment solutions for variable TDS feed water (examples: Desalitech, Energy Recovery, membrane manufacturers and RO Original Equipment Manufacturers) • Using the industry standard best practices, the ENGINEER will conduct a sensitivity analysis on the RFQ design TDS range of 3,000 mg/L to 20,000 mg/L on the number of required treatment processes and limits of existing established treatment processes. Subtask 4.2—Treatment Alternatives Development ENGINEER will develop process treatment options to treat variable TDS based on industry best practices and past experience. Options may include trade-offs between various performance criteria such as treatment capacity, treated water quality, system recovery, chemical use, power consumption and maximum treatable feed TDS. As part of the alternatives development, ENGINEER will develop solutions including: For potential treatment options, ENGINEER will: • Provide description and process schematic for each alternative Page 3 of 6 ,0 SCHEDULE A-SCOPE OF SERVICES CONTRACT NO.16-6639-VARIABLE TOS REVERSE OSMOSIS CONCEPTUAL DESIGN • Develop preliminary mass balance and design criteria • Prepare conceptual layout sketches • List advantages/disadvantages • Utilize our CPESTM cost model to quickly develop accurate comparative capital, operating and lifecycle costs ENGINEER will summarize the process alternatives a Treatment Options TM. The TM will rank and summarize the process options. ENGINEER will present the treatment alternatives and costs at the Alternatives Evaluation and Selection Meeting. Deliverables • Draft/final Treatment Options TM Meetings • Alternatives Evaluation and Selection Meeting Task Assumptions • A maximum of three processes will be developed for consideration by the COUNTY • Order-of-magnitude, capital and operating cost estimates for each alternative will be developed using CH2M's proprietary Parametric Cost Estimating System • Operations and maintenance cost will be developed based on unit chemical, power, and labor costs provided by the COUNTY Task 5—Conceptual Design After a preferred solution is identified and agreed upon, further details will be provided in a conceptual design. Key sub-tasks include the following: • Develop/refine conceptual design criteria • Assess changes to finished water quality and corrosion control strategy • Update construction and operating costs in CPESTM using conceptual design criteria • Develop conceptual design TM with the following components: - Description of system - Treatment process narratives - Process schematic - Design criteria tables - Conceptual plan - Summary of any electrical and controls upgrades required for the proposed modifications - Equipment lists - Electrical loads&one-line diagram - Capacity analysis over projected timing of the project - Source and treated water goals - Summary of impacts to pre-treatment, post-treatment, degas and odor control caused by the proposed process - Opinion of probable construction cost - Anticipated operating costs with model that predicts optimum membrane cleaning and membrane replacement times - Construction schedule Deliverables • Draft/final Conceptual Design TM Meetings • Conceptual Design Review Meeting Page 4of6 q SCHEDULE A-SCOPE OF SERVICES CONTRACT NO.16-6639-VARIABLE TDS REVERSE OSMOSIS CONCEPTUAL DESIGN Task 6—30%Design Criteria Package Using the data and information developed in Task 5, ENGINEER will provide the professional engineering services for the 30% design criteria package of the proposed desalination facilities at the NCRWTP. The proposed design criteria package will include the following documents: • Plan drawings showing major equipment and piping • Final conceptual design document Deliverables • Draft/final 30% Design Criteria Package as listed above Meetings • 30% Design Criteria Package Review Meeting Task Assumptions • The COUNTY to provide administrative and commercial DB criteria requirements and solicitation • The design criteria package will reference COUNTY utilities specifications and design guidance and standards manuals • No site civil design or stormwater system modifications are included • No building modifications are included in the design • No new roadway is included in the design • No new area lighting is included PART 3—EXCLUSIONS/ASSUMPTIONS The following tasks are not included in the Scope of Work for this Agreement: • Design Services other than those specifically listed above • Bidding services and engineering services during construction • Services outside the items noted within this scope of services Overall Project Assumptions 1. Meetings will be schedule based on COUNTY availability. The individual task schedule in Part 2 - PROJECT SCHEDULE may change based on actual scheduling of workshops. Overall Project Schedule includes contingency and will not change 2. The ENGINEER project manager will provide weekly work summary reports to the County project manager in e-mail electronic format summarizing project activities and man hours charged during that week by activity/task. 3. Meetings will be conducted at the NCRWTP conference room and will be attended by three ENGINEER staff members. 4. The ENGINEER project manager will prepare meeting agendas and minutes for review by COUNTY before incorporating comments and finalizing. 5. All interim deliverables will be submitted in electronic PDF format. The ENGINEER will provide final deliverables in electronic PDF format and three hard-copy sets of final full-size plans. 6. COUNTY will inform ENGINEER of any safety rules, personal protective equipment, safety precautions, restricted areas, hazardous chemicals, and emergency procedures (i.e. alarms, assembly areas) prior to commencing any site visits to the NCRWTP. Page 5 of 6 SCHEDULE A-SCOPE OF SERVICES CONTRACT NO.16-6639-VARIABLE TDS REVERSE OSMOSIS CONCEPTUAL DESIGN 7. ENGINEER will be responsible for the health and safety only of its own employees. 8. Upon advance notification the COUNTY will provide access for ENGINEER to the NCRWTP. 9. ENGINEER's Cost Opinions: In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by operating personnel or third parties; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, ENGINEER makes no warrant that the COUNTY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from ENGINEER's opinions, analyses, projections, or estimates. 10. ENGINEER and ENGINEER's personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions and have no duty for inspecting, noting, observing, correcting, or reporting on health or safety deficiencies of the construction contractor(s) or other entity or any other persons at the site except ENGINEER's own personnel. Page 6 of 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 Task 1 Project Kickoff $ $6,001.00 Task 2 RO System Data Review $ $11,568.00 Task 3 RO System Condition Assessment and Capacity Analysis $ $74,796.00 Task 4 Alternatives Evaluation and Selection $ $72,116.00 Task 5 Conceptual Design $ $129,835.00 Task 6 30% Design Criteria Package $ $73,087.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Lump Sum Fee $ $ Total Time and Materials Fee $ $367,403.00 GRAND TOTAL FEE $ $367,403.00 Page 19 of 32 PSA Single Project Agreement 2017.010 Ver.1 ICAC B.2.2. E*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 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. B.-2.3. ❑*Lump-Sum-Fees-:-The-fees--noteda s tit-ut-e th l-asap-sure-ma-rxaautat to-be--ped-to CSO-!SSU-TANT--for--the--performarac€-e#--the-Basic---S eacesr: There shalt-be-no over-ti e-pa without"t-be-CO-L-NT-'-'s.-pcior-wntt n-appr-ovaf: B 2,3.1 CONSULTANT shall-submit;with--each-of-the_-r onthly-status-cepa rts-provided-for under-Section-BA.1 of-this--Sch€dufe--B-, an-ieaaeoiceforees-ea-rred-i --tk „--performara-e-af Basic Sea is ad--Additional- ervi -d-u-ring---ttat -,'- .ee se Grath, 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 20 of 32 PSA Single Project Agreement 2017.010 Ver.l CAO` 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 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. 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, all 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 21 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 22 of 32 PSA Single Project Agreement 2017,010 Ver.1 in. SCHEDULE B —ATTACHMENT 1 CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Admin 1 $62.00 Admin 2 $94.00 Technician 1 $81.00 Technician 2 $105.00 Technician 3 $135.00 Engineer 1 $94.00 Engineer 2 $105.00 Engineer 3 $123.00 Engineer 4 $157.00 Engineer 5 $180.00 Engineer 6 $218.00 Engineer 7 $240.00 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 23 of 32 PSA Single Project Agreement 2017.010 Ver.1 u`i SCHEDULE C PROJECT MILESTONE SCHEDULE Cumulative Number of Calendar Days Task/Item For Completion Description from Date of Notice to Proceed for Services under this Agreement Task 1 Project Kickoff 21 Days from NTP Task 2 RO System Data Review 53 Days from NTP Task 3 RO System Condition Assessment and 159 Days from NTP Capacity Analysis Task 4 Alternatives Evaluation and Selection 265 Days from NTP Task 5 Conceptual Design 388 Days from NTP Task 6 30% Design Criteria Package 548 Days from NTP Page 24 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 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.l 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 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 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? [•j Yes n 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$ 1,000,000 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 11 No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? 7 Yes ISI No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? Yes fI 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 of 32 PSA Single Project Agreement 2017.010 Ver.l 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 • 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? I I Yes n No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? ❑� Yes I I No Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 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.l 18. TECHNOLOGY ERRORS AND OMISSIONS INSURANCE. Required by this Agreement? n Yes r.j No Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? I J Yes IT 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 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? n Yes n 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.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 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 fora 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 29 of 32 PSA Single Project Agreement 2017.010 Ver.l D om I I This schedule is not applicable. SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, CH2M Hill Engineers, 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 " Variable TDS Reverse Osmosis Conceptual Design"project is accurate, complete and current as of the time of contracting. BY: / I TITLE: oP ,dT'" MArLAo€-- DATE: 6 j22 I z0i8 Page 30 of 32 PSA Single Project Agreement 2017 010 Ver.1 SCHEDULE F KEY PERSONNEL Name Personnel Category Percentage of Time Joe Elarde Membrane Global Practice Leader TBD Jim Lozier Quality Assurance TBD Steve Alt Quality Assurance TBD GJ Schers Treatment Lead TBD Michael Hwang Concentrate Lead TBD Kirk Martin Hydrogeology Lead TBD Mike Witwer Equipment/Layout TBD Richard Giani Corrosion Control Lead TBD Py Keskar Electrical TBD Larry Van Dyk Structural TBD Adam Ahmad Civil TBD Ralph Myers Cost Estimating TBD Page 31 of 32 PSA Single Project Agreement 2017.010 Ver.1 in<. SCHEDULE G Other: (Description) following this page (pages through ) ■� this schedule is not applicable Page 32 of 32 PSA Single Project Agreement 2017.010 Ver.1 AE Q® EVIDENCE OF PROPERTY INSURANCE DATE(MM/DD/YYYY) 06/29/2018 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST. AGENCY PHONE 1-415-486-7000 COMPANY (A/C,No.Ext): Aon Risk Insurance Services West, Inc. ALLIANZ GLOBAL RISKS US INS CO CIRTS Support@jacobs.com 425 Market Street, 28th Floor San Francisco, CA 94105 FMAIL (A//CC,No): (800) 363-0105 E-MAIL DRESS: CODE: Property All Risk SUB CODE: AGENCY CUSTOMER ID#: INSURED LOAN NUMBER POLICY NUMBER CH2M HILL ENGINEERS, INC. USP00017818 EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL 9191 South Jamaica Street 04/01/18 04/01/19 TERMINATED IF CHECKED Englewood, CO 80112-5946 THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATION/DESCRIPTION SEE REMARKS BELOW FOR ALL LOCATION DETAILS. Limit: $250,000.00 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION COVERAGE/PERILS/FORMS AMOUNT OFINSURANCE DEDUCTIBLE "All Risks" of Direct Physical Loss or Damage including Earthquake, Flood and Boiler & Machinery subject to normal policy exclusions and sublimits. 25,000 Covering: Valuable Papers iAs stated above Valuation: Replacement Cost on Property Damage. REMARKS(Including Special Conditions) PROJECT MGR: Michelle Trayner. CONTRACT MGR: Bill Beddow. RE: Variable TDS Reverse Osmosis Conceptual Design. CONTRACT NUMBER: 16-6639. CONTRACT END DATE: 12/31/2020. SECTOR: Public. *THE TERMS, CONDITIONS, AND LIMITS PROVIDED UNDER THIS CERTIFICATE OF INSURANCE WILL NOT EXCEED OR BROADEN IN ANY WAY THE TERMS, CONDITIONS, AND LIMITS AGREED TO UNDER THE APPLICABLE CONTRACT.* CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS MORTGAGEE ADDITIONAL INSURED LOSS PAYEE Collier County Board of County Commissioners LOAN# 3295 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples, FL 34112 USA tion 984Pi 5,uw a,ee Sudcee Wet,Inc. ACORD 27(2009/12) ©1993-2009 ACORD CORPORATION. All rights reserved. 53270103 The ACORD name and logo are registered marks of ACORD N.Yumdo DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE NAME OF INSURED: SUPP(10/00) ACORE, CERTIFICATE OF LIABILITY INSURANCE DATE 06/29/2018 Y' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LIC #0437153 1-212-948-1306 CONTACT NAME: Marsh Risk & Insurance Services PHONE FAX 1-212-948-1306 CIRTS_Support@jacobs.com (A/C.No.Ext): (A C,No): E-MAIL 633 W. Fifth Street ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Los Angeles, CA 90071 INSURER A: ACE AMER INS CO 22667 INSURED INSURER B: CH2M HILL ENGINEERS, INC. INSURER C: 9191 South Jamaica Street INSURERD: INSURER E: Englewood, CO 80112-5946 INSURER F: COVERAGES CERTIFICATE NUMBER: 53267241 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X HDO G71096750 07/01/18 07/01/19 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 500,000 _ X CONTRACTUAL LIABILITY MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 1,000,000 OTHER: $ A AUTOMOBILE LIABILITY ISA H25158684 07/01/18 07/01/19 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ _ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE _ $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A X STA WORKERS COMPENSATION WLR C6479033A (AOS) 07/01/18 07/01/19STATUTE EERH AND EMPLOYERS'LIABILITY Y/N A ANYPROPRIETOR/PARTNER/EXECUTIVE WCU C64789533 (LA, OH, TXQ1/01/18 07/01/19 E.L.EACHACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N N/A A (Mandatory in NH) SCF C64789570 (WI) 07/01/18 07/01/19 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A PROFESSIONAL LIABILITY EON G21655065 009 07/01/18 07/01/19 PER CLAIM/PER AGG 1,000,000 "CLAIMS MADE" AGGREGATE DEFENSE INCLUDED DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) PROJECT MGR: Michelle Trayner. CONTRACT MGR: Bill Beddow. RE: Variable TDS Reverse Osmosis Conceptual Design. CONTRACT NUMBER: 16-6639. CONTRACT END DATE: 12/31/2020. SECTOR: Public. *$2,250,000 SIR FOR STATES OF: LA, OH, TX. Collier County Board of County Commissioners is added as an additional insured for general liability as respects the negligence of the insured in the performance of insured's services to cert holder under contract for captioned work. Coverage is primary and certificate holder's insurance is excess and non-contributory. Waiver of subrogation is hereby granted in favor of cert holder for GL, AL and WC. Designated Construction Project(s) General Aggregate Limit Endorsement applies to the General Liability coverage. General Liability coverage includes the severability of CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples, FL 34112 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD nyumdo newgalexy 53267241 ADDITIONAL INSURED-AUTOMATIC STATUS Named Insured Jacobs Engineering Group Inc. Endorsement Number 2 Policy Symbol Policy Number Paltry Period Effective Date of Endorsement HDO G71096750 07/01/2018 TO 07/01/2019 Issued By(Name of Insurance Company) ACE American Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization: Any person or organization for whom any Named Insured is required by written contract or agreement to provide insurance,entered into prior to the loss,where such written contract or agreement does not expressly identify a particular Insurance Service Organization Form to be applied to their additional insured status. Who Is An Insured(Section II)includes as an additional insured the person or organization shown in the Schedule,but the insurance shall not exceed the scope of coverage and/or limits of this policy.Notwithstanding the foregoing sentence, in no event shall the insurance provided such additional insured exceed the scope of the coverage and/or limits required by said contract or agreement;and,if such additional insured's scope of coverage is not expressly stated in such contract or agreement,then such coverage is limited to the additional insured's vicarious liability to the extent directly caused by the Named Insured's negligence during the Named Insured's ongoing operations.This insurance shall be primary insurance to the extent required by said contract or agreement,and any other insurance or self-insurance maintained by such person or organization shall be noncontributory with the insurance provided hereunder to the extent specified in said contract agreement. Where the contract or agreement provides that the additional insured's scope of coverage is for the Named Insured's indemnity obligations under such contract or agreement,then such coverage shall be limited to the extent such indemnity obligations are enforceable under applicable law. Notwithstanding the foregoing sentence,in no event shall the insurance provided such additional insured exceed the scope of coverage required by said contract or agreement Notwithstanding anything to the contrary,the coverage provided an additional insured under this endorsement shall be limited to the minimum coverage limits required to be provided by the Named Insured under the written contract or agreement. MS-15992(07/18) ©Chubb 2016 All nghts reserved Page 1 of 1 CONSTRUCTION PROJECT(S)GENERAL AGGREGATE LIMIT Named InsuredJacac -- - -- obs Engineering Group Inc, Endorsement Number — 3 Policy Symbol Policy Number Policy Period Effective Date of Endorsement HDO G71096750 07/01/2018 ro 07/01/2019 Issued By(Name of Insurance Company) ---- ACE American Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE FORM A Subject to and eroding the General Aggregate Limit shown in the Declarations, for all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVERAGE A (SECTION I), and for all medical expenses caused by accidents under COVERAGE C (SECTION I). which can be attributed only to ongoing operations at your construction projects away from premises owned by or rented to you (such ongoing operations at such construction projects are hereinafter defined as"Your Projects"). 1. A separate Construction Project General Aggregate Limit applies to all of Your Projects, and that limit is equal to the amount required under written contract, but in no event greater than the General Aggregate Limit shown in the Declarations. 2 The Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medical expenses under COVERAGE C, which damages and medical expenses can be attributed only to Your Projects, regardless of the number of. a. Insureds; b. Claims made or"suits" brought; or c. Persons or organizations making claims or bringing"suits". 3. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses that can be attributed to Your Projects shall reduce the Construction Project General Aggregate Limit and shall also reduce and erode the General Aggregate Limit shown in the Declarations 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, such limits will be subject to the Construction Project General Aggregate Limit, as well as the General Aggregate Limit shown in the Declarations, B. For all sums which the insured becomes legally obligated to pay as damages caused by"occurrences" under COVERAGE A(SECTION I ), and for all medical expenses caused by accidents under COVERAGE C (SECTION I ), which cannot be attributed only to Your Projects: 1. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit,whichever is applicable; and 2. Such payments shall not reduce the Construction Project General Aggregate Limit C. When coverage for liability arising out of the "products-completed operations hazard' is provided, any payments for damages because of"bodily injury"or"property damage" included in the"products-completed operations hazard"will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the MS-22357 (07/17) °Chubb.2016.All rights reserved. Page 1 of 2 CONSTRUCTION PROJECT(S)GENERAL AGGREGATE LIMIT Construction Project General Aggregate Limit. D. If any one or more of Your Projects has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Limits Of Insurance (SECTION III) not otherwise modified by this endorsement shall continue to apply as stipulated. MS-22357 (07/17) eChubb,2016.An rights reserved Page 2 of 2 Workers'Compensation and Employers' Liability Policy Named Insured Endorsement Number JACOBS ENGINEERING GROUP INC. 600 WILSHIRE BOULEVARD, SUITE 1000 Policy Number LOS ANGELES CA 90017 Symbol: WLR Number: C6479033A Policy Period Effective Date of Endorsement 07-01-2018 TO 07-01-2019 07-01-2018 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Authorized Representative WC 00 03 13 (11/05) Copyright 1982-83, National Council on Compensation 1 NOTICE TO OTHERS ENDORSEMENT-SCHEDULE- EMAIL ONLY Named Insured Jacobs Engineering Group Inc. I Endorsement Number 13 A Pobcy Symbol Policy Number Policy Period Effective Date of Endorsement HDO 1G71096760 i 07/01/2018 TO 0710112019 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number The remainder of the Information is to be completed only when th s endorsement e issued subsequent to the preparation of the policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. If we cancel the Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation. via such electronic notification as we determine, to the persons or organizations listed in the schedule that you or your representative provide or have provided to us (the`Schedule") You or your representative must provide us with the e-mail address of such persons or organizations, and we will utilize such e-mail address that you or your representative provided to us on such Schedule. B. The Schedule must be initially provided to us within 15 days after I. The beginning of the Policy period, if this endorsement is effective as of such dale,or II. This endorsement has been added to the Policy, if this endorsement is effective after the Policy period commences. C. The Schedule must be in an electronic format that is acceptable to us; and must be accurate D. Our delivery of the notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation Is mailed or delivered to the first Named Insured E. We will endeavor to send such notice to the e-mail address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. F. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of arty kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. G. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with a Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. H. We may arrange with your representative to send such notice in the event of any such cancellation. I. You will cooperate with us in providing the Schedule,or in causing your representative to provide the Schedule. J. This endorsement does not apply in the event that you cancel the Policy. ALL-32685(01/11) Page 1 of 2 All other terms and conditions of the Policy remain unchanged Authorized Representative ALL-32685(01/11) Page 2 of 2 3 NOTICE TO OTHERS ENDORSEMENT— SCHEDULE — EMAIL ONLY Named Insured Jacobs Engineering Group Inc. Endorsement Number 3 Policy Symbol Policy Number Policy Period Effective Date of Endorsement ISA H25158684 07/01/2018 TO 07/01/2019 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number The remainder of the Information is to be completed only when this endorsement is Issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. If we cancel the Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium,we will endeavor, as set out below,to send written notice of cancellation, via such electronic notification as we determine, to the persons or organizations listed in the schedule that you or your representative provide or have provided to us (the"Schedule"). You or your representative must provide us with the e-mail address of such persons or organizations, and we will utilize such e-mail address that you or your representative provided to us on such Schedule. B. The Schedule must be initially provided to us within 15 days after: i. The beginning of the Policy period, if this endorsement is effective as of such date;or li. This endorsement has been added to the Policy, if this endorsement is effective after the Policy period commences. C. The Schedule must be in an electronic format that is acceptable to us;and must be accurate. D. Our delivery of the notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. E. We will endeavor to send such notice to the e-mail address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. F. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. G. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with a Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. H. We may arrange with your representative to send such notice in the event of any such cancellation. I. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. J. This endorsement does not apply in the event that you cancel the Policy. ALL-32685(01/11) Page 1 of 2 All other terms and conditions of the Policy remain unchanged. Authonzed Representative ALL-32685(01/11) Page 2 of 2 Workers'Compensation and Employers'Liability Policy Named Insured Endorsement Number JACOBS ENGINEERING GROUP INC. 600 WILSHIRE BOULEVARD, SUITE 1000 Policy Number LOS ANGELES CA 90017 Symbol:WLR Number: C647033A Policy Period Effective Date of Endorsement 07-01-2018 TO 07-01-2019 07-01-2018 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy NOTICE TO OTHERS ENDORSEMENT- SCHEDULE - EMAIL ONLY A. If we cancel this Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic notification as we determine, to the persons or organizations listed in the schedule that you or your representative provide or have provided to us (the"Schedules). You or your representative must provide us with the e-mail address of such persons or organizations, and we will utize such e-mail address that you or your representative provided to us on such Schedule_ B. The Schedule must be initially provided to us within 15 days after: i. The beginning of the Policy period,if this endorsement is effective as of such date; or ii. This endorsement has been added to the Policy, if this endorsement is effective after the Policy period commences. C. The Schedule must be in an electronic format that is acceptable to us;and must be accurate. D. Our delivery of the notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. E. We will endeavor to send such notice to the e-mail address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. F. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. G. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with a Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. H. We may arrange with your representative to send such notice in the event of any such cancellation. I. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. J. This endorsement does not apply in the event that you cancel the Policy. All other terms and conditions of this Policy remain unchanged. This Endorsement is not applicable in the states of AZ, FL, ID, ME, NC, NJ, NM,TX and WI. Authorized Representative WC 99 03 68 (01/11) Page 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured Endorsement Number Jacobs Engineering Group Inc. 86 Policy Symbol Policy Number Policy Period Effective Date of Endorsement EON G21655065 009 07/01/2018 to 07/01/2019 07/01/2018 Issued By(Name of Insurance Company) ACE American Insurance Company NOTICE TO OTHERS ENDORSEMENT—SCHEDULE A. If We cancel or non-renew the Policy prior to its expiration date by notice to You for any reason other than nonpayment of premium, We will endeavor, as set out below, to send written notice of cancellation or non-renewal via such electronic or other form of notification as We determine, to the persons or organizations listed in the schedule that You or Your representative provide or have provided to Us (the Schedule). You or Your representative must provide Us with both the physical and e-mail address of such persons or organizations, and We will utilize such e-mail address and/or physical address that You or Your representative provided to Us on such Schedule. B. The Schedule must be initially provided to Us within 30 days after: i. The beginning of the Policy Period, if this endorsement is effective as of such date; or ii. This endorsement has been added to the Policy, if this endorsement is effective after the Policy Period commences. C. The Schedule must be in a format that is acceptable to Us and must be accurate. D. Our delivery of the notification as described in Paragraph A of this endorsement will be based on the most recent Schedule in Our records as of the date the notice of cancellation or non-renewal is mailed or delivered to You. E. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation or non-renewal date applicable to the Policy. F. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation or non-renewal of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation or non-renewal to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon Us, Our agents or representatives, will not extend any Policy cancellation or non-renewal date and will not negate any cancellation or non-renewal of the Policy. G. We are not responsible for verifying any information provided to Us in any Schedule, nor are We responsible for any incorrect information that You or Your representative provide to Us. If You or Your representative does not provide Us with a Schedule, We have no responsibility for taking any action under this endorsement. In addition, if neither You nor Your representative provides Us with e-mail address and/or physical address information with respect to a particular person or organization, then We shall have no responsibility for taking action with regard to such person or entity under this endorsement. H. With respect to this endorsement Our, Us or We means the stock insurance company listed in the Declarations, and You or Your means the insured person or entity listed in Item 1 of the Declarations page. All other terms and conditions of this Policy remain unchanged. 411r0IPP Authorized Representative MS-36362 (01/15) DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE 06/29/2018 NAME OF INSURED: CH2M HILL ENGINEERS, INC. interests/Cross Suits Liability provision in favor of the holder. *THE TERMS, CONDITIONS, AND LIMITS PROVIDED UNDIR THIS CERTIFICATE OF INSURANCE WILL NOT EXCEED OR BROADEN IN ANY WAY THE TERMS, CONDITIONS, AND LIMITS AGREED TO UNDER THE APPLICABLE CONTRACT.* SUPP(10/00)