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Agenda 09/27/2011 Item #16E4 9/27/20t1Item 16.E.4. r'\ EXECUTIVE SUMMARY Recommendation to approve and authorize the Chairman to sign the Assumption Agreement from MACTEC .Engineerlng and Consulting, Inc. to AMEC E&I, Inc. for County Wide Engineering S.rvices. OBJECTIVE: .To assign the agreement from the original party, MACTEC Engineering and Consulting, Inc. ("MACTEC") to AMEC E&I, Inc. ("AMEC"). CONSIDERATIONS: The contract involved in the assignment is fixed term contract 09-5262 "County Wide Engineering Services" dated March 9, 2010, Agenda Item 1.0.C. MACTEC was one of thirty-six (36) finns awarded contracts under RFP #09-5262. The consultants were awarded contracts under nine (9) sub-disciplines; MACTEC was awarded a contract under sub- disciplines Materi.als (MA) and Civil-Transportation Testing (CI-Test). The contract is by and between CoUier COUl")ty and MACTEC. Various departments utilize the servjces provided under this. contract. ' Staff has been advised that effective June 3, 2011, MACTEC was acquired by AMEC, and is now o~rating under the name AMEC E&I, Inc. Following,the Procurement Administration Procedures, staff has acquired the necessary documents from AMEC; which have been reviewed and approved by the County Attorney. The Purchasing Department is recommending approval of the assumption of this Contract by the new firm AMEC. r'\ FISCAL IMPACT: There is no fiscal impact. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is legally sufficient for Board action, and requires majority support for approval. -JAK RECOMMENDATION: That the Board of County Commissioners approves and authorizes the Chairman to sign the Assumption Agreement MACTEC Engineering and Consulting, Inc. to AMEC E&I, Inc. for County Wide Engineering Services. PREPARED BY: Diana De Leon, Contracts Technician, Purchasing Department ~ Packet Page -1941- 9/27/2011 Item 16.E.4. ~ COLLIER COUNTY Board of County Commissioners Item Number: 16.E,4. Item Summary: Recommendation to approve and authorize the Chairman to sign the Assumption Agreement from MACTEC Engineering and Consulting, Inc, to AMEC E&I, Inc, for County Wide Engineering Services, Meeting Date: 9/27/2011 Prepared By Name: DeLeonDiana Title: VALUE MISSING 9/12/2011 4:14:03 PM Submitted by ~ Title: VALUE MISSING Name: DeLeonDiana 9/12/20114:]4:04 PM A pprO\cc! "\:~'l;i':l~: i:ll!<ri "fit]c: l\drnlnls1~~;lli\.c Secrct~1ry.l~Zisk ~\'1anagcrl1Cnl Date: 9/1.3/2011 8:08:04 AM Name: DeLeonDiana Date: 9/13/201 1 10:26:20 AM Name: CarneIISteve Title: Director - Purchasing/General Services,Purchasing Date: 9/13/201 1 4:24: 18 PM Name: PriceLen Title: Administrator - Administrative Services, Date: 9/]5/2011 12:52:41 PM ~ Name: FinnEd Packet Page -1942- 9/27/2011 Item 16.E.4. Date: 9/16/2011 4:41 :30 PM ---- Name: KlatzkowJeff Title: County Attorney, Date: 9/]9/20]] 3:] 1:]8 PM Name: IsacksonMark Title: Director-Corp Financial and Mgmt Svs,CMO Date: 9/] 9/20] 1 5:56:04 PM ,-, ---- Packet Page -1943- 9/27/2011 Item 16,EA. ~ TI ~@~D'i~ ~ M .AUG - 8 20il ~ .. Dear MACTEC Certificate Holder: Please be advised that, effective June 3, 2011, MACTEC was acquired by AMEC. This acquisition will make AMEC a more formidable competitor in the US market, and will provide immediate value to our clients and opportunities for our employees. Effective July 5,2011, MACTEC Engineering and Consulting, Inc. changed its name to, and began operating under, the new name of AMEC E&I, Inc. Regarding certificates of insurance; until September 1,2011 the basic insurance coverages (WC, Automobile and General Liability) will continue to be provided under the MACTEC program. However, please note that, effective June 3, 2011, MACTECs Professional Liability and Contractors Pollution Liability coverages transferred to the AMEC program. The current certificate in your possession issued by Wells Fargo Insurance Services in MACTEC's name evidences the basic coverages and will remain in force and valid until September 1 st. ~ The attached certificate from Aon provides evidence of all coverages; Professional Liability and Contractors Pollution Liability effective June 3, 2011 and the basic insurance (WC, Automobile and General Liability, ete) from September 1,2011. No lapse in coverage bas occurred and the attached validates such. Lichliler~ f\.R.I\1 Director of Risk Management i\MEC Environment & Infrastructure ~ Correspondence: AMEC 1105 lakewood Parkway Suite 300 Alpharetta, GA 30009 Tel 770-360-0600 Fax 770-360-0740 Packet Page -1944- 9/27/2011 Item 16.EA. ASSUMPTION AGREEMENT ---- This Assumption Agreement is made and entered into as of _____________________.20] ]. by and between AMEC E&l, Inc. C'AMEC"), and Col1ier County. a political subdivision of the State of Florida ("County"'). WHEREAS, on March 9, 2010 the Collier County Board of County Commissioners entered into Contract 09-5262 "County \Vide Engineering Services-Materials (MA) and Civil- Transportation Testing (CI-Test)" with MACTEC (attached hereto as Exhibit A. and hereinafter refen-ed to as the "AgreemenC); and WHEREAS, AMEC hereby represents to Collier County that effcctivc June 3. 2011. MACTEC was acquired by AMEC, and is currently operating under the name of AMEC E&I, Inc.: and WHEREAS, the parties wish to fonnalize AMEC's assumption of rights and obligations under the Agreement, effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Ah'TeCment, and for other good and valuable consideration. the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. AMEC accepts and assumes all rights, duties, benefits, and obligations of the Consultant under the Agreement. including all existing and future obligations to pay and perfonn under the Agreement. ~ , /\ \'! EC~ l.., dcli\'cr C~Ol.lnt\' (_'\'-iclcn:.>.~' i, ;n_~u:'an\...'c S1 r 1 ~'" (-' ,1"-. 5845 NW 158,h Street Miami Lakes, FL 33015 Attention: Richard A. Minichiello 5. The County hereby consents to AMEC assumption of the Agreements. No waivers of performance or extensions of time to perform are granted or authorized. The County wiII treat AMEC as the Consultant for all purposes under the Agreement. Packet Page -1945- 9/27/2011 Item 16.E.4. ~ IN WITNESS WHEREOF. the undersigned have executed and delivered this Assumption Agreement efTecti ve as of the date first above written. FOR COLLIER COUNTY: ATTEST: DWIGHT E. BROCK. Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY. FLORIDA By: Deputy Clerk Fred W. Coyle, Chainl1an FOR AMEC E&I, Inc.: 7t.&J...A ~ ~ By: ---;;:>'c:itAA.;) M"/Nl'eNLLt:.~ Date: cf h'/if r ( Attest: {/...,U.JJ /J. Corporate SecretaI' Date: Q/7/U>11 I r ~ Approved as to f(mn and legal sufficiency: ~ 2 Packet Page -1946- 9/27/2011 Item 16.EA. ,~ Contract 09-5262 "County- Wide Engineering Services" - Materials (MA), Civil-Transportation Testing (CI-Test) THIS AGREEMENT is made and entered into this ~ day of (Y\(j r-ch , 2010, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "OWNER") and MACTEC Engineering and Consulting, Inc., authorized to do business in the State of Florida, whose business address is 1105 Lakewood Parkway, Suite 300, Alpharetta,. Georgia 30009 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT engineering services expeditiously when a need arises in connection with a Collier County project; and ~ WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), n-1akes ",,-n,,/'s'lons f'",.. ,.., f;"""""/ ~Clrm C""~~~""""~ ,^,;,q~ a ';:'Irm ~,.., ~~,..",;,..J_ ~~,...';:,..,~,..,;o~,..,J ~""~",,,,,,,,,~ ~o a po!;t',"""'l ill \. fJlv'V Ii lVI a IACU l-.....Il UllllcH....l vVIUI 'i 11 LJ tJ1UVIU~ tJiUI'C::>~1 .ietl ~C;l\;'v-::;~ L' t ......ct [\r:.src'nrsuch as the C',8un7/; a.nd V\!HEREAS, ov\rNER has selected CONSULTANT in aceol-dance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER; and WHEREAS, CONSULTANT has been' awarded a contract for the following Engineering Discipline(s): 1. Materials (MA) ------ 2. Civil-Transportation Testing (CI-Test) 1 Packet Page -1947- 9/27/2011 Item 16.EA. ,-..... NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to ..-..... .1e procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "VI/ark Order" herein, with respect to authorization of Services, includes all l-_;;,r;ro~l bmpn"-';'~l/:).rr..... !,",' ("':-"'0 _,-,,~ o-,-~,;::), (' ......., '-J~' ,..... ,,";r-r~' if'f.r'\t-fr Ord."::Ji' \:~\i"lvl: f \.~ __I rUt. ,"-"tlt.v \""',r \J~tQ.nd''-' \ ~u_rv IJ v\~l r.Jar..lvuI2r '1t.'\oJ. \. .I'~' ._i. CIJr\,S~JL T.t'J\~T 2ckno\;v!edges E,':greesth8t 82Ch fnd!\/~duaI \./\/oTk C;rder e)~ceed Ufi~2SS I. I writing by the Board of County Commissioners, and that the total initial compensation ror all \Nork Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County.. Work order assignments for CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved by the BCC on February 10, 2009, unless otherwise amended by the OWNER. 1.2.1 All Services must be authorized in writing by OWNER in t~e form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required ,.........,., 2 Packet Page -1948- 9/27/2011 Item 16.EA. ~ in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSUL T,/!.NTS own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work ..-..... Order. 1.2.4 ft ~s< rrHJtuarfv underslc)od and ac:rs'f3d that the natul'2, 2mo-unt and ft"eau-:=:nc'JI! e\f the .Ser\(:c'2~~ ........._ 1. . sh2<1 d;::,L~)r'c-tin;::.d "'o:oJ" n\' O'l'vl['tCP ~nC" tn' ~,. r,lJ'!f,fFP r-ln.::,s n~" r'''''o'"o:'o,>+ ("- ,","::l.::rr.to>=:> ':Jnt" ,-,__~l< }('>-T - 0' "~') ~-/ V ".".L_...... ctr'...1 i,.~,O.l .~Jv\lt".:..-~,- '-"~''''''' - ~t(,-l _~_~_,:)-__t~l ''-^, :::::U"-4~.....;. 1,,,,,,,,,'_ ,.-,,-," CONSUL T.lI.NT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. ~ 3 Packet Page -1949- 9/27/2011 Item 16.EA. ,-..... 1.3 The CONSULTANT agrees to. obtain and maintain throughout the period of this Agreement all such iicenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating. and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Richard A. Minichiello as its Principal in Charge (hereinafter ~ferred to as the "Principal in Charge'') with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the :~,:'er\'ic:es to pl-c~vided uflosr that refe~r-ed The Project Coordinator is authorized and responsibie to ad on behalf or the C()NSUL TANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge ,Apd Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 4 Packet Page -1950- 9/27/2011 Item 16.EA. ~ 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt ofa written request from OWNER to promptly femove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants Of subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement. or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional engineering services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted ~ standards of professional practice in the State of Florida, as well as in accordance with all applicable laViS, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, rnc[ucing ~, .. n -, r ~., ," I ' . I I . , .... '.. r-h)nC",,2 b,uflcdnq l_,QIJ9 v;fnsrs: 2DD;tC2~J3, VVCl!GLl reQU 21'e or naV.3 !UnSO~CHon O\tf-::r .....- , . "'-- J ~ . tie -, ( , ~ "'---'''-'I''-'''~' , .::>ervlces '0 lJ9 prOViQ9C' ana fJSnOrrll2:;,] D}f t_.~t.)C~:!'J--1L- [lJlf.\ I nereUnG8C the 8\fent of an)' connjc~:2 In H-,n"", ,.."'...."';rem""nf-" fhro. rO'd01 II Tr,ldT "h~1I ~~f;+.. fh~ O\MldcDro..f ....".....h .....""tl;.....f ....n~ "f;!i...,.;::. .It..... b....."t UIGv'v 1'V\..jUilU0 it...::>, UI'i.J V l"'0ULIr\.I'i I ~ IdU IIUlUY lllt:: VV 'iLl'\. VI .:>u'-, '-'Vllllt\.....r.. 0.11\..1 L4.i..IHL_ ~ G"':>L professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deiiver complete and ~ccurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The Owner reserves the right to deduct porti~ns 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 ,.........." 5 Packet Page -1951- 9/27/2011 Item 16.E.4. ~ and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant The Owner may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained substitute performance. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANTS obligations hereunder, or in the course of judicial or legislative proceedings ~here 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 provrslcms of this h,s~aU (,';, 1.9 As directed by O\^!NER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when' implemented, derived from the RTK (Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry ..-.....3ndard CAD specifications. 6 Packet Page -1952- 9/27/2011 Item 16.E.4. ..-..... ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those. Services originally authorized in the Work Order. The' agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional S~rvices. With respect to the individuals with authority to authorize' Additional Services under this Agreement, such authority wilt be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for ~ the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any daim by r-qr'!C'f [I Tf;.,k,f-I '~r~ ,...",...h f..,..1r';;.'r,,-,,...! C'.~,..,.;,...",~ ~~,..1 r;;\ ,......, ...,,,,<..,..,;,,,,...; ,-, ;,...f I""tjhfC'! 'I TflHT -.../.,....-..\v.-..I.....Lf,l\, IJI 0U';,.J'!1 r\.UJ,d,J,I'C,. .._]~t\i.......c,-;::", G;ti'J I\}l} C.,~I G.',.lI41...:>-::::"Od U\ "\J\.....Ji....'-,-1__tr~i\~ . , suc~ .~ 1r+ c::lria'-!i"or~l ~. f 'I~. ...,,.....J.':; ~'h"" ,.....~ . ~ ."...,...--. "~d ...,1: '-'(";1""'1 rr Tf' PT ,..1r~ b [Ul '-"~. U IIOd uUC raltler a tJO!l 0, c. c vel\/lCeS OilgInc:!!Y l8QUfle: Ui ,-,UI\0...-,,_.r\t\t, un\../::;l subject Vv'ork Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of 'its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment ..-..... to its compensation or time of performance under the subject Work Order. 7 Packet Page -1953- 9/27/2011 Item 16.E.4. ~ ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: ..-..... (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Servrces as set forth in th.s Work Order; or ()f c:'Jrn CONSUL TA1~T 2S set forth in the VVork Ords[-. 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 aU criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design ..-..... 8 PacketPage-1954- 9/27/2011 Item 16.E.4. ---- objectives and constraints, space, capacity and performance requirements, flexibility and expand ability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature. previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT ---- hereunder. ARTtCLE 4 Trft'tE 1 Each 'Nork Order win have a time scheduie ("Schedule") for the performance of the Services required under the subject VVork Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed . in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the SerVices under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of ..-..... government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 9 Packet Page -1955- 9/27/2011 Item 16.E.4. ~ then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late ..-... completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete c,ny of the Services to bs p hereunder ~n a tffTr'=:!it manns-~~ [n r-, C" ':""i 2 i.~, the OVVNER hereunder, the OVVt\tER c,t its sde discretion and option ma}" withhold any and ail payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANTS performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or 'any payment issued by OWNER to CONSULTANT be ..-..... 10 PacketPage-1956- 9/27/2011 Item 16.E.4. deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4;6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three I (3) years, renewable annually. Any such annual. renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the mann~r of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT ~ agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work C-r02f1 a c8nlprehensf\l8 and Ttsnlfzed 2tate:nsnt charg-3s far the Ser\/ices performed and renders:] , r"'r)rrr~ru, '--"t'--- r ", ,., t~# #. ..~ ~,',-'-F.-'#"--.'."' r- rf ~,y '-..r_ '\:'J' L I AI\ll Qunng. tha' ums penDd an:i LX any uV'Jl'~!:::t-Z autnolizeo relmDursaure e):pen~;es a:; , , . herein below defined, incurred and/or paid by CONSULTANT dUrlng that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on or after the date of services or within six (6) months after ----.. completion of contract. Any untimely submission of invoices beyond the specified deadline period is 11 Packet Page -1957- 9/27/2011 Item 16.E.4. r" subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be .deemed of the essence with respect to the timely submission of invoices under this agreement. 5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as set forth and identified in Schedule 8 which is attached hereto, for the time reasonably expended by C'ONSULTANT'S personnel in performing the Services. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. 5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the ~ervices, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.3.2 Reimbursable expenses shaH be invoiced for the expenditures incurred by the COb!8UL TANT :::::::J 5.3.2.1. Expenses of transportation and living when traveiing :n connection with each Work Order, except for local travel within CoHier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.3.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the ..-..... OWNER'S review and approval. 12 Packetpage-1958- 9/27/2011 Item 16.E.4. ..-.. 5.3.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by O\JVNER. 5.3.2.4. Expense of models for the OWNER'S use. 5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.3.2.6 Other items on request and approved in writing by the OWNER. 5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized ~ reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 0.J Prior to issuing any V\fork Order purSu3nt to this Agreement, OWhlER may request that fl! T JL ~ [r~ trrne c~:Or~SlrL.T the estimated fees thereof for the proposed work to be specified in the Vvork Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on' the fees and expenses associated with such subconsultants and subcontractors. ~ 13 Packet Page -1959- 9/27/2011 Item 16.E.4. ..-..... 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shaii be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable ..-..... . ..'lark Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsibte c\stfvering to O\Vr~ER C;CJ!\1SUL T P\I<T. ~ts C}\.t\rr~ S}:f~:~snS'31 r:12Y ret8jn cop-res Project DDGUn-l~9nts felt its fiies infernal US'2. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any. ~ason or to perform additions to or remodeling, replacement or renovations of the subject project or 14 Packet Page -1960- 9/27/2011 Item 16.E.4. --.. task. CONSuLTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 . MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT , ' for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, 'inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as ..-..... may be required by law; provided, however, such activity shall be conducted only during normal business hours, 7') 1._ l ne reccmis ....... 1 specrneo 2.bO\N:; \,"1 D2raoraph 7.1 r:nclude accurate tfn-ts records, vlhjc~l CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANTS incurrence and/or payment of any reimbursable expenses. --.. 15 Packet Page -1961- 9/27/2011 Item 16.E.4. ~, ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and allliabiHties, 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 c~nduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 ,,-. INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract [)ocurTisnts1 insur,ance c1f the t~J'pes ,S:TIC)Unt's cJ'2scribed here~n 2,nd f~:rthe~. Si3t forth In Scheduls C to th.:s .i'\gre2ment. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this -- . .greement shall name Collier County Government, Collier County, Florida, as an additional insured 16 Packet Page -1962- 9/27/2011 Item 16.E.4. ~ as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form pattemed after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement. ,-..... 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9 cor~~,SULTP\t\fT, fts subconsuitants and \J~v/\jr'~:ER shaH V\f8rV'e cdl rights against each oth'3r f:}f damages covered by insurance to the extent insurance proceeds are paid and received by OV\!NER, 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. ~ 17 Packet Page -1963- 9/27/2011 Item 16.E.4. ,-..... 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be perfonned hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or finn by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, J however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third "-""'arty any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. /~. r, t ~ f 3h~Jn ::;[! co[\r~S-'LfL 1- 0'S;-\/iC-::;3 personnei shall be committed to the project or task specified in the 'v^Jork Order in accordance vv'ith the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule-each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. ~ appropriate written agreement, the CONSULTANT shall' require each subconsultant or ::iubcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to 18 Packet Page -1964- 9/27/2011 Item 16.E.4. ~ be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however ~ nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsu!tant or subcontractor. l::LE '( ~l ''I\{ AIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work. Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver ~f any of OWNER'S rights against CONSULTANT. ..-..... 19 PacketPage-196S- 9/27/2011 Item 16.E.4. ,-..... ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract, for the professional services of CONSULTANT. It is agreed that either party hereto. shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or ot:)ligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSUL TANTshallbe considered in material default of this Agreement and such default will "-""')e considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Serlicss under 3n)! paiiicufar V\fork Order within the times specified n.~~ "! '-. , ~ L. r: be provided hereunder or as directed by OVv'NER., Of (c) the bankruptcy or inso[vency 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 performor abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. ..-., 20 PacketPage-1966- 9/27/2011 Item 16.E.4. ~ 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to .the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 . . above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be ,-..... limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonablY incurred by CONSUL T.t\,NT ?:iC "-"" ~ LfL Ti\r~T Sh8.l1 not further f'3Covery against OVI/!~EK, inciuding, but not limited to, anticipated fees or profits on Se,-vicss not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings,. models, and other material set forth and described in this Agreement, including those described in Section 6; thafare in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. ..-..... 21 Packet Page -1967- 9/27/2011 Item 16.E.4. ~ 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) caiendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written ~otice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Vvork Order. if the E;er\lices ::; r(j ~~C} si.Dpped f81 2 per"fod of O~~ie h und red '/ t.l ,- ~ I r.~' act or fault of the COI'-lSUL TPJ~T or its subconsuttant or subcont.ador or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANTS intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from ~ .wner. 22 PacketPage-1968- 9/27/2011 Item 16.E.4. .--, . ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT . . . agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule 0, certifying that wage rates and other factual unit costs supporting the ..-..... compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, [f an)', are accurate, complete and current at the time of the su:)sequent \//0 r The COh!SUL T 3;;le.es li12t ongrns,l prlCS 2-3';'3'\. forth in each subsequent issued \rvork Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. .--, 23 Packetpage-1969- 9/27/2011 Item 16.E.4. ~. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODI FICA TION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ,,-., ARTICLE 16 NOTICES AND ADDRESS OF RECORD 'I c:Jr ~.,-/ the OWNER shail be in writina and shail be oRlivererJ bv hand. bv fax. or bv United States Posta! - - - -. .....; - - - - - -. u - . -- - -, . - -.. -- J' I J . J Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 . ~ 24 Packet Page -1970- 9/27/2011 Item 16.E.4. ..-.. , 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shali' be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: MACTEC Engineering and Consulting, Inc. 222 Industrial Blvd., Suite 155 Naples, FL 34104 Phone: 239-643-4747; Fax: 239-643-4750 Attn: Richard A. Minichiello 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 ..-..... MISCELLANEOUS 17.1 COh!SUL TANT, In r-spresent1ng O\Nf\!ER, shall pr-omote the best interests of O'NNER and 2SSUCTi8 E: duty' iJf '~he htg:-i::=;SI , -" , f 1.1 C'Jr..'I~.I.:J~nC>3! 2;-:-':); C13ciunQ. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3 This Agreement' is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. ..-.. 25 Packet Page -1971- 9/27/2011 Item 16.E.4. ..-..... 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 --. .Je an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the folfowing Schedu[es attached hereto are by this refel'ence ~nGQrp~)r2i9d fl Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW ~.1 This Agreement shall be govemed 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 26 Packet Page -1972- 9/27/2011 Item 16.E.4. .-. by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award ..-..... or making of this Agreement. At the time th~s Agreement is executed, CONSULTANT shall sign and deliver to OVVNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and ;::C)f<.3fjL T Pd'~TJS CJnl~=i2ns~rlton 2.3 TC)iih rn .-:::), :.1 , - n.3r-eC)"( es subsequently issued Work Order, if any, shall be adjusted to exclude any sums by vvhich OVI/NER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A pers~m or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a ~ 27 Packet Page -1973- 9/27/2011 Item 16.E.4. ..-..... public entity; may. not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or' consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. II ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any . "..-. settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this ,ll..greement, the p2rt~ss sn2f1 to' resoive th'3 through r\~'ted;c:tion an n Circuit f..r~~'~;r"Tt',,,-\,- t-...~rl;';:;I=>(" h.. r ~\t_.I",-",~a-ut ......_IUll'-'",j uy. '-'t' - ..:.) ,3.l'3 G7 --, " .' "I l tie nlecuanon snsl rss.~~nL2tr\I':::s CONSULTANT with fuii decision-making authority and by OV\lNER'S staff person wh'J would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal. or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. --. 28 Packet Page -1974- 9/27/2011 Item 16.E.4. ~I ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the . Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seQ. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion to unilaterally terminate this agreement immediately. ~ ..-..... 29 Packet Page -1975- 9/27/2011 Item 16.E.4. ~ IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for County Wide Engineering Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: '1uJ- w. ~ Fred W. Coyle, Chairman .....-.. l~ .4.ss.istaRf County Attorney ~7 /c.~() ),J C,c_~7~~~/ VVitnets ~ Edwa~d-t~~~a-^Project M21ager crvce N Lp ~n~1 :+:ft- ., . fTI_~ Witness -- Michelle Benitez - Marketing Coordinator Typed Name and Title MAc:H::C--Enoineerinq and Consu!tino:. in~. (/1 J,b l~;;---,.G__ t______i . A )~ ) I / ,,", ;:, \ f" <- 1/ L .:.JJ .:::--)--- -,}.~.... ...~- ': ',,~,:::,,_-- F~ic:hard l.... f\rrinict.t.lello Sentor -'lIce I?r'3sid'3:"rt Typed Name and Tit!e ..-..... Packet Page -1976- 9/27/2011 Item 16.E.4. I ~ SCHEDULE A WORK ORDER Agreement for Collier County Engineering Services: Dat~ , 20 (RFP1Bid 09-5262- Materials {MA}, Civil- Transportation Testing (CI-Test) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In accordance wi~ Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: Scope of Work: As detailed in the attached proposal and the following: * Task I * Task" * Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with the following methodes): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be ..-..... used for which tasks) . Task I Task II T2Sk ilr $ $ '" -';"1 -!=:.-:-,L.~ ~== I\ny change m20e subsequent tCj fined d2partrne~t a,pprovaI Vf.'W be o:'1nsidsrs.j c:n addit!ona.: sSf\'ice and cha:rg~d according to negotiated hourly rates. PREPARED BY: name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date ..-..... Type or Print Name and Title A-1 Packet Page -1977- 9/27/2011 Item 16.E.4. ,.-., Schedule B Contract No: 09-5262 "County Wide Engineering Services" Standard Hourly Rate Schedule for all disciplines Personnel CateQorv Standard Hourlv Rate Principal Senior Project Manager Project Manager $195 $165 $148 $155 $119 $85 $65 $140 $110 $115 $100 Senior Engineer Engineer Senior Inspector Inspector Senior Planner Planner ..-..... Senior Designer Designer Environmental Speciaii::~t $115 Seni:Jr~ G',1~3 5.: 1 L;~, GIS Specialist $IOJ Clerical $60 $130 $85 $130 $160 $180 Surveyor and Mapper CADD Technician Survey Crew - 2 man Survey Crew - 3 man Survey Crew - 4 man ~ This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support and other services shall be mutually negotiated by the County and firm on a project by project basis as needed. Packet Page -1978- 9/27/2011 Item 16.E.4. ",.,........, SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services" Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. ..-..... (2) The insurance required by this Agreement shall be written for not less than the Emits specified herein or required by lavI, whichever is greater. (,.', \0) ,"-" '( ;>../0\/5r2g8.5 St13H . . , "'---."'" . ~'- ..~- ..-, ,""..-.' !; ,C.n n.c'~t ;~\""'", . . .. [nIeritJpUOLl commencement of the Services until the date of compietion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of insurance acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition," certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such" certificates shall ..-..... Packetpage-1979- 9/27/2011 Item 16.E.4. r'. contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within ~enty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. ,,-. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (3) The acceptance by' OVVr~ER of any Certificate of Insurance pursuant Dr 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 maintainl until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. ..- (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work PacketPage-1980- 9/27/2011 Item 16.E.4. Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this' Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior - to the completion of the Services required hereunder or termination of the ~ Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in tripiicate, renewai or replacement Certificate(s) of Insurance not later than three (3) ,. , '" [ . " , .. ,. \ - -r .- . " f <, . . I')U.~IT''''"~'~ c.a\'-:c: ?-I"';::O~ -c-,,,,, -;:::""'tc.\,':;J ". Tn'::; ",,~"'""!I'c.~ ~ ~'r< ''-00' -."."" " on.T:-<~.lr,r 'l"n ',rO\nn,-::> t.. .,-,.~~_v..:;:l. .;vCJ.l'_1 l.,.......-!_._.\'.......l...Jt ....i,.!.....,,~,-..Jj:ll....,.}\t_~/. lC.IUl..... .! lI1,--".J 'll."_V~'. '-' r- ..-..... the O\NNER vvitn such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. . WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreementfor all employees ..-..... packetPage-1981- 9/27/2011 Item 16.E.4. ~ engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shaii not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) . $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee x $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER ~, and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable x Not Appiicabie (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable COMMERCIAL GENERAL LIABILITY ~ Required by this Agreement? _x_ Yes _ No Packet Page -1982- 9/27/2011 Item 16.E.4. ..-, (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage villi inciude, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Op.erations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence i-lr.s OamaQ9 ;: General Aggregate Products/Completed Operations P<,ggregate Personal and Advertising injury Each Occurrence Fire Damage $300,006 $300,000 . $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 ;;; 50,000 ~ $2,000,000 $2,000,000 $2,000,000 $2,000,000 $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." ..-..... Applicable deductibles or self-insured retentions shall be the sole responsibility of Packet Page -1983- 9/27/2011 Item 16.E.4. ..-..... CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk lv1anagement Director or his designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than the Commercial General Liability limit --. shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. _ Applicable V F~ Not Applicabie !:~1rcr8ft LiabHH:'jf co\rsrage :;naIl C2Tri(2:[ "Jr SUBCONSUl TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable x Not Applicable AUTOMOBILE LIABILITY INSURANCE ..-..... Required by this Agreement? x Yes No Packet Page -1984- 9/27/2011 Item 16.E.4. ~ (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: x Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. .-., (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will dovvnlf , . . apDIY as p,rm3ry InSUic:nC2. PROFESSiONAL UAB!UTY INSURAI~CE Required by this Agreement? x Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: ~ _ $ 500,000 each claim and in the aggregate Packet Page -1985- 9/27/2011 Item 16.E.4. ,-..... ..-..... (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the appiication of the aggregate limits provision. In addition, (:C;t'~:_S-LJL T sh.3:U Gdsc~ notffjt C)\\n'~ER certif[-3d withi>l after receipt, of any notfces of e)~piration, canceliation, non-renewal or matet-ta! change; In coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. ..-.. PacketPage-1986- 9/27/2011 Item 16.E.4. -- VALUABLE PAPERS INSURANCE (1) In the sole discretion of the Owner, on a work order by work order basis. CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents. in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the ..-..... maximum credit available from the professional liability carrier for a reduction in the premium of CONSUL TP,NT'S professional liability polic}'. If no credit is avaHab!e from C:r1f,\r::::::r II Tfj,,!"JT:;,C~ (""~rn"~r.f ~;'(')r.=-...~-('j'o....~::::,f r1n;;-\r ~in'-';Or\'f,rrrf~r ~+I.c~,:: (~~J'<J:::::f if T6r.\."fT ;::-;0r"-:)..~<:: tel --'../ ._'__L.." \.).'-\ -.....J \..~___",_".t~ t./{_J,'-''-''-': ~l........ ~'J.\I'-./J lAl.---''-'' ,v. I'..........", ........r.. '__ .'.J................I. 1..,". _.:::j,--'......-'-~ ...- pursue the maximum credit avaiiabie on the n,sxt renewal potic\(, if a renewal OGCW'S . .. . J during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. ..-..... Packet Page -1987- /'"', ..-..... ~ 9/27/2011 Item 16.E.4. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errorS and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. Packetpage-1988- 9/27/2011 Item 16.E.4. SCHEDULE 0 TRUTH IN NEGOTlA TION CERTIFJCA TE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, MACTEC Engineering and Consulting, Inc., hereby certifies that wages, rates and other factual unit costs supporting the compensation fer the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning 09-5262 "County Wide Engineering Services" are accurate, complete and current as of the time of contracting. MACTEC Engineering and Consulting, Inc. BY:_V~ ,-..... n/T~. L.:~-. t :..-. , Q~. I ~_ Vl--U) I~Y~ I :;,/ !.j I J!) =- r ; r l ......- TiTLE: ..-..... packetPage-1989- 9/27/2011 Item 16.E.4. ACORD", CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDNYYY) 3/23/2010 PRODUCER .. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION , Commercial Lines... (770) 850-0050 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Wells Fargo Insurance Services USA, Inc HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 4401 Northside Parkway, Suite 400 Atlanta, GA 30327 INSURERS AFFORDING COVERAGE NAIC# INSURED MACTEC Engineering and Consulting, Inc. INSURER A: Zurich American Insurance Co 16535 INSURER B: Steadfast Insurance Company 26387 5845 NW. 158th Street INSURER C: Lloyd's, London INSURER 0: Miami Lakes, FL 33014 INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER pJ>l-m:~~~~E p~~fl(~";A,~~N LIMITS A ~NERAL LIABILITY GL0225862812 09/01/09 09/01/10 EACH OCCURRENCE $ 1,000,000 ~ 3MMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 1,000,000 _ CLAIMS MADE [8] OCCUR MED EXP (Anyone person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 ~'LAGGREnE LIMIT APnS PER: PRODUCTS - COMPIOP AGG $ 2.000,000 X POLICY ~r?r LOC A ~TOMOBILE LIABILITY BAP225862912 09/01/09 09/01/10 COMBINED SINGLE LIMIT $ 1.000,000 X ANY AUTO (Ea accident) I-- I-- ALL OWNED AUTOS BODfL Y INJURY (Per person) $ I-- SCHEDULED AUTOS X HIRED AUTOS BODILY INJURY I-- $ 1'".... ~ NON-OWNED AUTOS (Per accidenl) I-- PROPERTY DAMAGE $ (Per accident) qAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ I AUTO ONLY' AGG $ B I EXCESS/UMBRellA LIABILITY 5:=0655238500 09/01/09 09/01/1D EACH OCCURRENCE S 1,OOO,DOO [] n Io'Lc:,E r A:':;::REGATE S ' ,OOQ,rnO - I I I , n C'~~' '~Tlr" C' I ,---_.< li~~;)EI~TI~;J' i ~ ,p s I ,A, I WORKERS COMPENSATION AND WC225863012 (AOS) 09/01109 I 09/01/10 x I ~;:::~J:~;;~~ I IOJ~~ EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE WC283354012 (WI&MI) 09/01/09 09/01/10 ~,l. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? WC943289901 (Guam) E,L, DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under 09/01/09 09/01/10 SPECIAL PROVISIONS below E,l. DISEASE - POLICY LIMIT $ 1.000,000 OTHER C Professional QF054509 09/01/09 09/01/10 $1.000,000 Each Claim Liability $1,000,000 Aggregale OESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I'EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS RE:County Wide Engineering Services - 09-5262 As respects general and automobile liability coverages, certificate holder is included as additional insured, when required by contract, but only for work performed by or on behalf of MACTEC Engineering & Consulting, Inc. General and Automobile Liability Coverage indicated is considered primary and non-contributory in connection with any insurance in force or maintained by the certificate holder arising out of MACTEC Engineering & Consulting, Inc's negligent Board of County Commissioners for Collier County, Florida Alln: Ms. Diana DeLeon 3300 East Tamiami Trail Naples, FL 34112 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHAU IMPOSE NO OBLIGATION OR LIABILI1'Y OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE 9(~ CERTIFICATE HOLDER I ACORD 25 (2001/08) 1 of 2 1273652 (This certificate replaces certificate# 12605 Packet Page -1990- @ ACORD CORPORATION 1988 9/27/2011 Item 16.E.4. DESCRIPTIONS (Continued from Page 1) operations. The indicated Geneml Liability, Automobile Liability & Worker'S Compensation policies contain a waiver of subrogation, when required by contmct, in favor of the certificate holder to the extent permitted by law. A per project aggregate applies on the Geneml Liability coverage. ~ ---- Packet Page -1991- 9/27/2011 Item 16.E.4. IMPORT ANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2001108) 2 of 2 #S915260/M915n.4~ Packetpage-1992- Jan-Z5-11 D8:14 FrOll-Col1 ilr CDUnt, Purchuin, 231 732 0844 1-55 9/27/2011 Item 16.E.4. d1er Cmmt;y ....--"""'- _ ...A Administrative ~ Division Purchasing ~ Ncwmber22,2010 Mr. RiChard Minichiello MACTEC Engineering and COnsulting. lne. 222 Industrial Boulevard, Suite 155 Naples, FL 34104 Fax: 643.4750 Em.l: RE: ....... of Contract #09-5262 ...Coudty-WiM Ingineering s.mces- MaterhIIs (MA), Civll-TnHlspo.tatton Testing (a-Test> Dear Mr. Minichiello: Collier County has been under Contract with your compeny for the referenced services for the past: year. The COunty would like to renew this agreement under the same terms and conditions for one (1) additional year in accordance with the renewal clause In the agreement. ----... If you are agreeable to renewing the referenced contract, please indicate your intentions by providing tha~ppropnate information as requested below: V I am agreeable to renewing the present ccmtntct for COUnty..Vlfide IEL'lI9ineenng ~ under the ~ terms, cooomons, and pricing: l!::S the existing contract. Tho fo!~OI\lllj!'1i!ci: t1)~b~~ c'ocumentttlO:tl nm.l~:t o-ze p'l"ovided witt. res:ponse. . Provide updated and current 100urance certificate, and . Provide a copy of the company's Department of Homeland Security executed E-Verify profiif! page or memorandum of understanUlng. I am not agreeable to renewal of this contract. If you are ag....abfe to renewing the contract, Mid renewal win be In effect from March 8, 2011 until March 7, 2012. Ci) ~ OepnnsIIIo 33iTTamiami TraB East. Napl8t, FIal.1a 34112-4901 . WMV.~~ ---- Packet Page -1993- Jan.Z5-1l D8: 14 FrcrColI ilr ClNInt)' Pl/renal/n, m T!2 08<< 9/27/2011 Item 16.E.4. T-55_ ,'___,on ,n. ..-..... Page 2 of 2 RE: Renewal of On4J-.ct #09-5262 "County-WIde &gineering ~ Materials (MA), CIvIl- Transpo.....tIon Testing (a. Te5t> Please return this letter to the Purchasing Department with your response. Insurance eertificate. E. Ve1ify and MOU at your earliest convenlenoe. Your prompt attention is urgently requested. If you have any questions you mllY contatt me at 239-252-6020. entail brend8t'eavesrmcolliemOlJ'.net and fax 239-252-6592 or 239-732...()844. Best regards. Brenda Reaves Contract Technician ,-..... , Acceptance of contract Renewal, ' (Submit upd8I8d Insurance requirements and executed E-VerifY prOfIle page vr MOO) , . ,t Name of Company A en n n r nc. Company Signature Offtcer Print Corporate OffIcer Name Signature D:lte / - .:2:3 - ..2 o/! f I Cont........ l\t""m'" . U'-""'I. ,....,..... -__t-....,.;.;..Al, V'lwrt,"~;""'1.. (In order to mt:ke SUf~ O:.Jf c:;nt:a~ ii-Tforrn~tion is cu:-rrtrrt..} -, I ~d\loJClro. \U+'o T .,.phone Number frAY FAX Number Email Address , :k'C. COrY""'> Addr.ss 22'2.. -r.:rd.ustr1'<^1 e:,\V~) 0ude ISS": rJo..ples, FL34/b~ c: Joanne Markiewicz, Purchasing ~, Packet Page -1994- ~ ellD~ CERTleATE OF LIABILITY IN6Af\.~~7/20111ItemOl~~~u~~4. - 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 POUCIES 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 pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the teons and conditions of the policy, certain policies may require an endoraement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Commercial Lines - (770) 850-0050 ~~~CT Shelley C. Taylor, CIC Wells Fargo Insurance Services USA, Inc ;!J~N.t <0..... 770-850-6604 I r~ Nol: 770-85Q..9375 ~=R~l shelley.laylor@wellsfargo.com 4401 Northside Parkway, Suite 400 58: PRODUCER MACTINCl Atlanta, GA 30327 INSURER(8) AFFORDING COVERAGE HAlC. INSURED INSUReR A : Zurich American Insurance Co 16535 MACTEC Engineering and Consulting. Inc. & MACTEC, Inc. INSUReR B : Sleadfasllnsurance Company 26387 222 Industrial Boulevard Suite 155 INSURER C : American Zurich Insurance Company 40142 INSURER 0 : Uoyd's, London Naples, FL 34104 INSURER E ; INSURER F: COVERAGES CERTIFICATE NUMBER' 1720535 REVISION NUMBER: See below 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 TYPE OF INSURANCe ADDL UB 1:~~gWVl 11I:~rvwYl LIMITS LTfl POLICY NUMBER A GENERAL UABILITY GlO225862813 0910112010 09101/2011 EACH OCCURRENCE $ 1,000.000 - ~ OMERCIAL GENERAL UABIUTY ~~~~J?J:~~~nce' $ 1,000,000 _ CLAIMS-MADE 00 OCCUR MED EXP (Anyone person I $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 - GENERAL AGGREGATE $ 2,000.000 - 1<l'L AGGREn ~~: APFt PER: PRODUCTS. COMPJOP AGG $ 2,000,000 X POLICY ',~';;''; LOC $ -, A AUTOMOBILE UABILITY BAP225862913 09101/2010 09/01/2011 COMBINED SINGLE LIMIT $ 1,000." - (Ea accident) ~ ANY AUTO BODIL Y INJURY (Fer person) $ I -... ALL OWNED AUTOS BODILY INJURY (Fer eccident) $ ---- SCHEDULED AUTDS PROPERTY D."MAGE I S X HIRED AUTOS (Per acciderlli 1 i -- I i . X NON-OV.-'r'Jt:v ,\Ul ~)::; ! I" - I I, , I I I I . i r B 1 1""<<:61:>::::11.' 'VB H ' :::":'=: C:i;~:C;23~,:~' )'1 OSi/C:1/20'lD OF/CJ 't/:?O '11 I EAO (;C:URt"::DJC[ I, :2 rYiJ.UUU ! i t--'~" "~'~L~' i ,~. c)::.:c ur" ' . CL::i~1S:!...t4Q!.~ I I , .1 I I X EXCESS Lit,S I AGGREG.';TE i S 2.:JCiJ OOU I DEDUCTIBLE I I~ I I-- I X RE 1 ENIION $ 0 > WORKERS COMPENSATION X I T~~~T~J#;, I jOJ,tl. C AND EMPLOYERS' LIABILITY YIN WC225863013 (AOS) 09/0112010 0910112011 ANY PROPRlETORlPARTNER/EXECUTIVE 0 E.L EACH ACCIDENT $ 1.000,000 A OFFICER/MEMBER EXCLUDED? N/A WC283354013 (GC) 0910112010 09/0112011 (Mandalory In NH) E.L DISEASE - EA EMPl.OYEE $ 1.000,000 If yes, describe under WC672418900 (10) 0910112010 0910112011 1.000,000 DESCRIPTION OF OPERATIONS below E.L DISEASE - POLICY LIMIT $ 0 ProfeSSIOnal ~. Vv'V ,,~v $1,000,000 Each Claim UabiJily $1,000,000 Agg",gale .:? '-I 8' ? DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedulo, II more.pace 10 required) D :1- .5,..)6 ~ ~'I 8-.~ GOLUER COUNTY, FLORIDA IS NAMED AS ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY AND AUTOMOBILE LIABILITY AS REQUIRED BY WRITTEN CONTRACT. COVERAGE PROVIDED BY THE ABOVE GENERAL LIABILITY AND AUTO LIABILITY POLICIES SHALL BE PRIMARY AND IS LIMITED TO THE LIABILITY OF THE NAMED INSURED'S OWNERSHIP AND/OR OPERATIONS. GENERAL LIABILITY. AUTOMOBILE 0& -3'1.f' ';/ CERTIFICATE HOLDER CANCELLATION COLLIER COUNTY GOVERNMENT ATTN: L1NDAJACKSON;3301 E. TAMIAMI TRAIL NAPLES FL 34112-??oo SHOULD ANY OF THE ABOVE DESCRIBED POUClES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZEORB'RESENTATIVE 9(~ 0017'" The ACORD name and logo are registered marks of ACORD II1I ~II~~ I: ~~~~~~~~:~ii2~11111~ 11111111 ~III~ C!:l19BB-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) ( '{ ~, ", ~. '"~ 0\ 'CYIlO4A271OO14S8102103fOIQ'lW. 9/27/2011 Item 16.E.4. ..-..... Detail by Entity Name Foreign Profit Corporation AMEC E&I, INC. Filing Information Document Number P33646 FEIIEIN Number 680146861 Date Filed 04/18/1991 State DE Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 07/06/2011 Event Effective Date NONE ..-..... Principal Address 1105 LAKEWOOD PKWY SUITE 300 ALPHARETT A GA 30009 Changed 01/14/2009 Mailing Address 1105 LAKEWOOD PKWY SUITE 300 ALPHARETTA GA 30009 Changed 01/14/2009 C T COr;PORf\TIOI\! SYSTEr,~ C/O C T CORPOR/\T!m,j SYSTEIJ, 1200 SOUTH PII\1E ISLMJD ROPD PLANT/HIOI\! FL 33324 US Name Changed: 06/27/2011 Address Changed: 06/27/2011 Officer/Director Detail ..-..... Name & Address Title DP KIBLER, JAMES A JR 1105 LAKEWOOD PKWY SUITE 300 ALPHARETTA GA 30009 Title D MASSEY, ANN E 1105 LAKEWOOD PKWY SUITE 300 ALPHARETTA GA 30009 PacketPage-1996- 9/27/2011 Item 16.E.4. .-.., Title EV LEDBETTER, J. LEONARD 3200 TOWN POINT DR NW SUITE 100 KENNESAW GA 30144 Title SVP GREER, WILBUR C JR 1105 LAKEWOOD P'r<JNY SUITE 300 ALPHARETTA GA 30009 Title VST SHERRILL, KENDALL H 1105 LAKEWOOD P'r<JNY SUITE 300 ALPHARETT A GA 30009 Title AS DUKE, BRUCE A 1105 LAKEWOOD PAR'r<JNAY SUITE 300 ALPHARETTA GA 30009 Annual Reports Report Year Filed Date 2009 01/14/2009 2010 01/29/2010 2011 02/09/2011 ~ -.., Packet Page -1997-