Loading...
Agenda 12/13/2011 Item #16E 112/13/2011 Item 16.E.1. EXECUTIVE SUMMARY Recommendation to award contracts under Request For Proposal #11 -5735, "On Call IT Project Management," to Executive Alliance Group, Inc., EMA, Inc., RNR Consulting, and Golden Technologies, funded by appropriated operating funds from County Departments to provide information technology (IT) skills and services as needed. OBJECTIVE: To provide contracts, rates, terms, and conditions for use as needed by County Departments. CONSIDERATIONS: The IT Department is now involved in most County business processes, but does not have sufficient capacity to meet the variable nature of the demand. On -Call IT Project Management contractors are used to augment staff with external resources. These contracts provide a means to access a diverse set of IT skills at various hourly rates. County departments may contract directly with the awardees or may contract with awardees through the IT Department, depending on how they want the work at hand to be supervised and executed. The agency's budgeting process requires County Departments to budget for their IT expenses six months prior to the start of the fiscal year. Inevitably, priorities shift and new requirements come to light that were not anticipated in the budget. The IT Department's staff capacity is entirely "accounted for" during the budget process and there may be no way to accommodate emergent needs. Further, some budgeted requirements exceed the capacity within a skills group. The Purchasing Department issued RFP #11 -5735 on July 27, 2011, soliciting proposals for On Call IT Project Management services. Notices were emailed to 978 firms; 77 packages were downloaded and five proposals were submitted. A selection committee ranked the five (5) proposals, and selected four (4) firms. Selection was based on the vendors' qualifications and experience to deliver the required skills. Hourly pricing was also considered. The Committee's final ranking sheet is attached for review. Staff recommends contracts to the following: Executive Alliance Group, Inc., EMA, Inc., RNR Consulting, and Golden Technologies. Departments would access these contracts through a process identified in Appendix A. FISCAL IMPACT: Funding for these contracts will come from appropriated operating or capital funds from agency departments. LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office, is legally sufficient for Board action and only requires a majority vote for approval —SRT. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with zn this Executive Summary. RECOMMENDATION: That the Board of County Commissioners awards RFP 911 -5735, "On Call Project Management" to Executive Alliance Group, Inc., EMA, Inc., RNR Consulting, and Packet Page -2688- 12/13/2011 Item 16.E.1. Golden Technologies and authorizes the Chairman to execute the contracts after review by the County Attorney. Prepared By: E. Michael Berrios, Interim Director, Infonnation Technology Department Attachments: Selection Process — Appendix A Packet Page -2689- 12/13/2011 Item 16.E.1. COLLIER COUNTY Board of County Commissioners Item Number: 16.E.1. Item Summary: Recommendation to award contracts under Request For Proposal #11- 5735, "On Call IT Project Management," to Executive Alliance Group, Inc., EMA, Inc., RNR Consulting, and Golden Technologies, funded by appropriated operating funds from County Departments to provide information technology (IT) skills and services as needed. Meeting Date: 12/13/2011 Prepared By Name: AxelrodBarry Title: Director - Information Technology,lnformation Technology 9/22/2011 2:15:28 PM Submitted by Title: Director - Information Technology,Information Technology Name: AxelrodBany 9/22/2011 2:15:30 PM Approved By Name: CurranJohn Title: Purchasing Agent,Purchasing & General Services Date: 9/26/20117:59:06 AM Name: SmithKristen Title: Administrative Secretary,Risk Management Date: 10/4/20119:02:45 AM Name: CarnellSteve Title: Director - Purchasing/General Services,Purchasing Date: 11/23/2011 10:51:09 AM Name: PriceLen Title: Administrator - Administrative Services, Date: 11/30/2011 1:14:46 PM Packet Page -2690- Name: GreeneColleen Title: Assistant County Attorney,County Attorney Date: 11/30/20114:41:58 PM Name: KlatzkowJeff Title: County Attorney, Date: 12/1/20119:52:49 AM Name: FinnEd Date: 12/1/20113:21:40 PM Name: OchsLeo Title: County Manager Date: 12/2/2011 10:04:13 AM Packet Page -2691- 12/13/2011 Item 16.E.1. 12/13/2011 Item 16.E.1. APPENDIX A PROCESS FOR SELECTING A VENDOR RFP 4 11 -5735 "ON CALL IT PROJECT MANAGEMENT" County Departments will use contracts under RFP 11 -5735 as needed. Departments shall use the following selection process for determining which of the awarded contract firms will be selected: 1. The Departments will develop a description of the project (scope of service). The scope must include the type of skills necessary, the expected start date and duration of the engagement, and the selection/evaluation criteria. 2. All awarded contract vendors will receive the Department's scope of work and will be asked to submit a proposal within the time parameters identified. These proposals shall include a description of the approach the vendor will use to achieve the goals outlined in the scope of work, an estimate of the hours of effort required and the qualifications of the resources that will be used to execute the scope of work. 3. The department funding the project will review the proposals and may, at their discretion, request interviews, presentations, and /or additional discussion with the contract vendor(s). 4. The department will evaluate the proposals and select the vendor with the proposal that provides the best value based on approach and cost. Packet Page -2692- � 0 ■ 0 � 2 a 0 � ■ E E � R �\ ƒ \ \¢�)o. d ^f. 0 © CM v � . � U � :o O � � 2 0 Q 0 a .: a 0 k > ® o © U � 0 � m � Q � ■ ■ 0 CL 2 a Packet Page -2693- 12/13/2011 Item 16.E.l. : .� m( \ :« \E } < 0_ Ce) E o g> Ca CU L � � m 'D Q CD Cl) o O O m L C E 01 m C 07 N C m fq � V m m C O a M — rn Lo tmJ C - C t 4k O a d IL U- M F Packet Page -2694- 12/13/2011 Item 16.E.1. c w 0 oine O LL m M� x rfr!€ • ; > > > > > Y <o �;' n a A m a - > O z > O c > > NO �i m H J ', Z Z Z ks a ,us n ams > >>>> > > > > > n r S v NO ?j NO'`m�+. W M ; m u M 0 0 0 0 00 OD M M OD ,i 00 In •C (6 km f N ° m M" n ° —L w .ice i*1i �t R C '7 C O V F •�' `l :: N U :2 " U W W U' of Packet Page -2694- 12/13/2011 Item 16.E.1. Packet Page -2695- 12/13/2011 Item 16. E.1. O d e d o15,010 Lo C> 4 '�i I ts,Roil; a'c0/cmmmm Ems, L'l3'> > > > > -o Q > C c C > c z c M*�vii Sr0 C. k a�ia'rnO_ N >LL >>> > > > > > r��Ear�c na lop" rn Co Co m4f� 9O N to V O Packet Page -2695- 12/13/2011 Item 16. E.1. m CL R a o) .+ C C w,, a) E `o CD m E R C r U m = O ° a` y L R O r" U C r O d ci O LL +� U E a: F- c o m c 0 .w0+ O N U N E R 3 w U ° s U) C 0 N O � O m�a do oa� J C C a7 O �a d w N E m S _ W C O V d o.xEv N W y H � w d ° .y+ C O R U. d LO 0 CL xR U W U O o > a U � o C N 0 E cm o CL T q Ca () E R Z O O, O y O > O 0 0 N U 'N o N 7 'B Ao a) aON O M �!J au C O Q). M N . 00 as L6 p).0 N _c E OO a) w > O_ O O �- >1 a aa)) E a o Ca L) E o 0 3 Ec a) -= a) O > R > C L _ O " o E O = = O a) N to E i > O 0 V Y ° CL 0 0 a) 'a f- E o CD O` (D Y C Y ° •@ C C R R o a) C 0 0 ~ o E ) m E a) rn g •c o � `° a) () C N a) .0 • rn p) c rn o c .c a) O U ovO,mE C a) c a - _ O U U 0) O ° R J C a) a) w '"' 72 a) J d. O > 'O C > a ° o c � .0 C, E R CD O U O F3 -= 7 'c E a) C O p C — C U 0) 0 _ N w a) Q = R F- U a) > I- CO c R a) C LL O C .� C O '6 -O C mQ �-0OH f0 E C > c ?--° 0 w w 0 ir Packet Page - 2696 -� R N 3 i� c LM U) 12/13/2011 Item 16. E.1. c Y d rn r c 0 v m N C m ayi L N 0 E c N E a a y 0 N 0 0 i Y E E d E U N U) C 0 U Co 0 E m E a0i E E n N m a YAOMW ��QsQ U (r. a V y c d E d QJ to C r v d O L- CL LO CL U. U r = O r r Q N Q7 r N co c N p Q a� rn c In f0 L L 11 Packet Page -2697- 12/13/2011 Item 16.E.1. Ln w O Ln N GD M a 12/13/2011 Item 16.E.1. Contract 11 -5735 On -Call Project Management for IT FIXED TERM CONTRACT FOR SERVICES THIS AGREEMEN is made and entered into this day of 20_, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (herei after referred to as the "COUNTY" or "OWNER ") and EMA, Incorporated, authorized to do business) in the State of Florida, whose business address is 2180 West State Road 434, Suite 6100, Longwoop, F1,32779 -5013, (hereinafter referred to as the "CONSULTANT ") WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain CONSULTANT On -Call ,ow Project Management For Information Technology services expeditiously when a need arises in connection with a Collier ounty project; and NOW, THEREFOFJE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 1.1 From time to time CONSULTANT shall Technology services (he Additional Services autho ARTICLE 1 CONSULTANT'S RESPONSIBILITY the written request or direction of OWNER as hereinafter provided, to OWNER On -Call Project Management For Information the "Services ") as herein set forth. The term "Services" includes all Eed by written Amendment or Change Order as hereafter provided A -1 Packet Page -2698- 12/13/2011 Item 16.E.1. 1.2 All Services to bel performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Ct ange Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each indi idual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of C unty Commissioners, and that the total initial compensation for all Worts Orders issued under this Acireement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of Bounty Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in written Work Order. Any Iservices provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER lidentifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreemen , 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 Sery ces, a Work Order shall be prepared which incorporates the terms of the understanding reached bM the parties with respect to such Services and if, both parties are in agreement therewith, they 4hall jointly execute the Work Order. A -2 Packet Page -2699- 1.2.3 Upon 12/13/2011 Item 16.E.1. n of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutuall* understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services, will be requested or required of CONSULTANT pursuant to his Agreement. 1.2.5 CONSULTA�T 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 exe�uted Work Orders (including all written Amendments or Change Orders thereto) are hereby incorpo(ated into and made a part of this Agreement by reference. 1.3 CONSULTANT herj by designates Mark Waronker as its Principal in Charge (hereinafter referred to as the " Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of od relating to this Agreement. In each Work Order CONSULTANT will designate a qualified I coordinator for the "Project Coordinator"). CONSULTANT with res be provided and to bind and obligate the The CONSULTANT agr whatever time is required Technology professional to serve as CONSULTANT'S project to be provided under that Work Order (hereinafter referred to as the Project Coordinator is authorized and responsible to act on behalf of the to directing, coordinating and administering all aspects of the Services to under the Work Order. Further, the Project Coordinator has full authority SULTANT on all matters arising out of or relating to the Work Order. that the Principal in Charge and the Project Coordinators shall devote satisfactorily manage the services to be provided and performed by the A" A -3 Packet Page -2700- CONSULTANT under the and Project Coordinators approval, and if so re 1.4 CONSULTANT ag OWNER to promptly other personnel employed 12/13/2011 Item 16.E.1. Work Order. CONSULTANT further agrees that the Principal in Charge all not be removed by CONSULTANT without OWNER'S prior written must be immediately replaced with a person acceptable to OWNER. within fourteen (14) calendar days of receipt of a written request from and replace the Principal in Charge or any Project Coordinator, or any retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately repla §ed with a person acceptable to OWNER. 1.5 The CONSULTAN represents to the OWNER that it has expertise and experience in the type of professional On -Call roject Management For Information Technology 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 accordanc4 with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including the Local Government Prompt Payment Act (218.735 and 218.76 F.S) as amended in the 2010 legislative session, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code wh re applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to OWNER regarding resolution of each such conflict. A-4 Packet Page -2701- 1.6 CONSULTANT organization, without the CONSULTANT'S obi 12/13/2011 Item 16.E.1. not to divulge, furnish or make available to any third person, firm or ER'S prior written consent, or unless incident to the proper performance of hereunder, or in the course of judicial or legislative proceedings where such information hos 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, sub4onsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT" shall provide OWNER prompt written notice of any such subpoenas. 1.7 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 ordinan §es 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 Consultant fails to correct the deficiency within the s4ecified timeframe, these funds would be forfeited by the Consultant. The County may also deduct of charge the Consultant for services and /or items necessary to correct the deficiencies directly substitute performance. i to the Consultant's non - performance whether or not the County obtained 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 originally authorized in ish or obtain from others Additional Services beyond those Services Work Order. The agreed upon scope, compensation and schedule for A -5 Packet Page -2702- Additional Services shall 12/13/2011 Item 16.E.1. set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at thE time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. If OVINER determines that a change in a Work Order is required because of the action taken by CONSUL ANT in response to an emergency, an Amendment or Change Order shall be issued to document th4 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 orshould have known of its occurrence. Failure to provide the forty -eight (48) hour written notice noted Bove, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to a3 the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with A-6 Packet Page -2703- 12/13/2011 Item 16.E.1. respect to CONSULTANTS 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 for h in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Servic s as set forth in the Work Order; or (c) The arnount of compensation the OWNER is obligated or committed to pay the CONS ULTANT as set forth in the Work Order. 3.2 The Project Manag r shall: (a) (b) (c) Review and make appropriate recommendations on all requests submitted by the CONESULTANT for payment for services and work provided and performed in accorclance with this Agreement; Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design object ves and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; Upon request from CONSULTANT, assist CONSULTANT by placing at CON ULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing speci cations, product literature, previous reports and any other data relative to the su ject Work Order; A -7 Packet Page -2704- id (d) Arra (if a cot (e) Prop 12/13/2011 Item 16.E.1. e for access to and make all provisions for CONSULTANT to enter the site set forth in the Work Order to perform the Services to be provided by TANT under the subject Work Order; and notice to CONSULTANT of any deficiencies or defects discovered by the OWN�R with respect to the Services to be rendered by CONSULTANT hereu ARTICLE 4 TIME 4.1 Each Work Order 411 have a time schedule ( "Schedule ") for the performance of the Services required under the subje�t Work Order. Services to be rendered by CONSULTANT shall be commenced, performed a4d completed in accordance with the Work Order and the Schedule. Time is of the essence with resp�ct 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, inclluding but not restricted to acts of nature or of public enemy, acts of government or of the OW ER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall otify OWNER in writing within five (5) working days after commencement of such delay, stating the �pecific cause or causes thereof, or be deemed to have waived any right which CONSULTANT mayl 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 A -8 Packet Page -2705- additional compensation 12/13/2011 Item 16.E.1. OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension lof 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 exprE ssly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSU -TANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, tIhe OWNER at its sole discretion and option may withhold any and all payments due and owing Ito the CONSULTANT under this Agreement (including any and all Work Orders) until such time as� the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will sholly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particulat Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of servile shall be from the date of execution of this Agreement through two (2) years from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period h (2) years, renewable ann parties. been completed. This Agreement may be renewed for an additional two Any such annual renewal shall be agreed to, in writing, by both Packet Page -2706- 12/13/2011 Item 16.E.1. ARTICLE 5 COMPENSATION 5.1 Compensation and he manner of payment of such compensation by the OWNER for Services rendered hereunder by C NSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during t at time period, and for any OWNER authorized reimbursable expenses as herein below defined, inc rred and /or paid by CONSULTANT during that time period. The monthly statement shall be in su h form and supported by such documentation as may be required by OWNER. All such statr=ments shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Word Order Number, Purchase Order Number and Project Site description (if iny) 5.2 The compensation whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time reasonably expended by 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. 5.2.1 OWNER acllees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses in urred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement, is nermitted in the Work Ordeo and in accordance with Section 112.061, F.S., or as set forth below. A -10 Packet Page -2707- 12/13/2011 Item 16.E.1. 5.2.2 Reimbursabla expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Crder, except for local travel within Collier or Lee Counties, as provided in Section 112. 61, F.S., and all Contract- related mileage for trips that are from /to destinations Jutside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specification including duplicate sets at the completion of each Work Order for the OWNER'S re iew and approval. 5.2.2.3. advance and 5.2.2.4. 5.2.2.5 Work Orde 5.2.2.6 Expense of overtime work requiring higher than regular rates approved in in writing by OWNER.. Expense of models for the OWNER'S use. Fees paid for securing approval of authorities having jurisdiction over the required under the applicable Work Order. Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTA T 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 deerped to be a reimbursable expense. 5.3 CONSULTANT sh II bear and pay all overhead and other expenses, except for authorized reimbursable expenses, in urred by CONSULTANT in the performance of the Services. A -11 Packet Page -2708- 5.4 Prior to issuing ar CONSULTANT in writing the estimated fees the estimated charge to OWN to be performed by CO supply such estimate to 5.5 CONSULTANT by CONSULTANT on markup of five percent (5 subcontractors. 5.6 Payments for Basic 12/13/2011 Item 16.E.1. Work Order pursuant to this Agreement, OWNER may request that OWNER of (i) the estimated time of CONSULTANT'S personnel and for the proposed work to be specified in the Work Order; and (ii) the for the reimbursable expenses applicable to the contemplated Services LTANT under the proposed Work Order. CONSULTANT shall promptly based on CONSULTANT'S good faith analysis. that, with respect to any subconsultant or subcontractor to be utilized particular Work Order, CONSULTANT shall be limited to a maximum ) on the fees and expenses associated with such subconsultants and Services and Additional Basic Services as set forth herein, or in the Work Order shall be made up�n presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 Payments will be ma a for services fumished, delivered, and accepted, upon receipt and approval of invoices submi ed 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 essence with respect to 5.7 Records of Reimbu 5.8 The County the following: Tasks not e of "laches" as untimely submitted. Time shall be deemed of the timely submission of invoices under this agreement. Expenses shall be kept on a generally recognized accounting basis. the right to deduct portions of the (monthly) invoiced (task) amount for pieted within the expressed time frame, including required deliverables, A -12 Packet Page -2709- 12/13/2011 Item 16.E.1. 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 dee ed to be all- inclusive, and the County reserves the right to make sole determination regarding d ductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the s ecified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and /or items necessary to correct the deficiencies directly relate to the Consultant's non - performance. 6.1 Upon the comply CONSULTANT shall del notes, tracings, plans, working papers, prepa ( "Project Documents ") Documents are to be c costs associated with expense, may retain cop ARTICLE 6 OWNERSHIP OF DOCUMENTS or termination of each Work Order, as directed by OWNER, ar to OWNER copies or originals of all records, documents, drawings, ,ifications, maps, evaluations, reports and other technical data, other than or developed by or for CONSULTANT under the applicable Work Order )WNER shall specify whether the originals or copies of such Project :red by CONSULTANT." CONSULTANT shall be solely responsible for all vering to OWNER the Project Documents. CONSULTANT, at its own of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional coi irrevocable license in all authorized project or grant this license to pensation, CONSULTANT hereby grants to OWNER a nonexclusive, )f the Project Documents for OWNER'S use with respect to the applicable CONSULTANT warrants to OWNER that it has full right and authority to VER. Further, CONSULTANT consents to OWNER'S use of the Project A -13 Packet Page -2710- 12/13/2011 Item 16. E.1. Documents to complete t$e subject project or task following CONSULTANT'S termination for any reason or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and i OWNER. 7.1 CONSULTANT will reflect the Services for a minimum of five (5) Work Order is completed, or any duly authorized rmation to various third parties and hereby consents to such use by ARTICLE 7 MAINTENANCE OF RECORDS keep adequate records and supporting documentation which concern or ;r. The records and documentation will be retained by CONSULTANT rs from (a) the date of termination of this Agreement or (b) the date the ichever is later, or such later date as may be required by law. OWNER, s or representatives of OWNER, shall, free of charge, have the right to ­audit, inspect and copy all Isuch records and documentation as often as they deem necessary during the period of this Agreem +nt and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee c� CONSULTANT in performing the Services and therein specifying the services performed by ea4h, with all such time records to be kept within one -half of an hour. At the request of OWNER, or as �pecified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimbu )1e expenses. A -14 Packet Page -2711- 8.1 To the maximum 12/13/2011 Item 16.E.1. ARTICLE 8 INDEMNIFICATION permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not - fimited to, reasodable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, r intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULT NT in the performance of this Agreement. This indemnification obligation shall not be construed to be available to an indemnii , abridge or reduce any other rights or remedies which otherwise may party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of Ithe types and in the amounts described herein and further set forth in Schedule C to this Ag 9.2 All insurance shall fie from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance polic+s required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insuranc4 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 lier County Board of County Commissioners, Collier County, Florida, as A -15 Packet Page -2712- 12/13/2011 Item 16.E.1. n additional insured as to he operations of CONSULTANT under this Agreement and shall contain a severability of interests pro isions. 9.3.2 Companies ssuing the insurance policy or policies shall have no recourse against OWNER for payment of p emiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insuranc coverages of CONSULTANT shall be primary to any insurance or self - insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self - insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this greement. 9.3.5 All insuranc policies shall be fully performable in Collier County, Florida, and shall be construed in accordance wi h the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insu ance to the extent insurance proceeds are paid and received by OWNER, except such rights as they imay 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 9.5.1 The insu Insurance of the State of ng minimum requirements: company must be duly licensed and authorized by the Department of rida to transact the appropriate insurance business in the State of Florida. A -16 Packet Page -2713- 9.5.2 The insuranc or higher. 10.1 The Services to unless otherwise autho the services of any other 12/13/2011 Item 16.E.1. e company must have a current A. M. Best financial rating of "Class VI" ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF performed hereunder shall be performed by CONSULTANT'S own staff, in writing by the OWNER. The employment of, contract with, or use of or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the pri §r written approval of the OWNER. No provision of this Agreement shall, however, be construed a� constituting an agreement between the OWNER and any such other person or firm. Nor shall Onything in this Agreement be deemed to give any such party or any third party any claim or right Cif action against the OWNER beyond such as may then otherwise exist without regard to this Agre ment. 10.2 Attached to each lWork Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the ettached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subco tractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultant and subcontractors identified in the Schedule shall not be removed or replaced without OWNER' prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written kgreement, the CONSULTANT shall require each subconsultant or subcontractor, to the t of the Services to be performed by the subconsultant or subcontractor, to A -17 Packet Page -2714- 12/13/2011 Item 16.E.1. ':)e bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume tov�and 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 Agrement, and any subsequently issued Work Order, with respect to the Services to be performe� by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof wil( not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsulent or subcontractor to enter into similar agreements with its sub- subconsultants or sub -s 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into be4een CONSULTANT and each subconsultant or subcontractor, however iothing in this Agreement Shall be construed to create any contractual relationship between OWNER and any subconsultant or 11.1 CONSULTANT'S ctor. ARTICLE 11 WAIVER OF CLAIMS of final payment for Services provide under any Work Order shall constitute a full waiver of �ny and all claims, except for insurance company subrogation claims, by it against OWNER arising dut of the Work Order or otherwise related to those Services, and except those previously made in1writing 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 Service nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against gONSULTANT. A -18 Packet Page -2715- 12/13/2011 Item 16.E.1. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is 0 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 tl�e other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completioh under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assicnment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d)ICONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any V}lork Orders in effect, or (f) for any other just cause. The OWNER may so terminate this 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. A -19 Packet Page -2716- l 12.3 If, after notice of 12/13/2011 Item 16.E.1. nation of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason1that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise vas 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 bo the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding an0hing herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall hage the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without c4use upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination} for convenience, CONSULTANT'S recovery against OWNER shall be imited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with ajy 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 Oh VNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination a�d as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, record, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising oust of or relating to this Agreement or any Work Orders. A -20 Packet Page -2717- 12/13/2011 Item 16.E.1. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTAN T hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspensio . If all or any portion of the Services to be rendered hereunder are so suspended, the CONSUL If 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 Payrrjent Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWN R to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CO LTANT, then CONSULTANT may stop its performance under the subject Work Order until such d cult is cured, after giving OWNER a second fourteen (14) days written 140*" notice of CONSULTANT'$ intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT,. the CONSULTANT may terry inate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent td 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 recover from the Owner p shall CONSULTANT be Owner. ' written notice to the OWNER, terminate the subject Work Order and for Services performed through the termination date, but in no event to payment for Services not performed or any other damages from A -21 Packet Page -2718- 13.1 CONSULTANT 12/13/2011 Item 16.E.1. ARTICLE 13 CONFLICT OF INTEREST that it presently has no interest and shall acquire no interest, either direct or indirect, which ould conflict in any manner with the performance of Services required hereunder. CONSULTA T further represents that no persons having any such interest shall be employed to perform Services. ARTICLE 14 MODIFICATION 14.1 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. 15.1 All notices required) the OWNER shall be in Service Department, first address of record: G ARTICLE 15 NOTICES AND ADDRESS OF RECORD or made pursuant to this Agreement to be given by the CONSULTANT to riting and shall be delivered by hand, by fax, or by United States Postal :lass mail service, postage prepaid, addressed to the following OWNER'S Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3327 Tamiami Trail East Naples, Fl. 34112 Bntion: Stephen Y. Carnell, Purchasing /GS Director Telephone: 239 - 252 -8407 Fax: 239 - 252 -6584 A -22 Packet Page -2719- 12/13/2011 Item 16.E.1. 15.2 All notices requirec or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made. in writing and shall be delivered by hand, by fax or by the United States Postal Service D partment, first class mail service, postage prepaid, addressed to the following CONSULTANT'$ address of record: EMA, Inc 2180 West state Road 434, Suite 6100 Longwood, FI, 32779 -5013 Telephone: 407 - 865 -6601 Attention: Mark Waronker Either party may change i* address of record by written notice to the other party given in accordance with requirements of this / 16.1 CONSULTANT, in assume towards OWNER le. ARTICLE 16 MISCELLANEOUS representing OWNER, shall promote the best interests of OWNER and a duty of the highest trust, confidence, and fair dealing. 16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 16.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without th prior written consent of OWNER. 16.4 Waivers by either darty of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other reach and shall not be construed to be a modification of the terms of this Agreement. A -23 Packet Page -2720- 16.5 The headings of Agreement are for the p change the provisions in 12/13/2011 Item 16.E.1. Articles, Schedules, Parts and Attachments as contained in this of convenience only and shall not be deemed to expand, limit or Articles, Schedules, Parts and Attachments. 16.6 This Agreement, in luding 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 understa dings, written or oral, relating to the matter set forth herein, and any such prior agreements or under tanding shall have no force or effect whatever on this Agreement. 16.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or t rmination of this Agreement. Further, The CONSULTANT agrees that any Work Order that extends beyond the expiration date of this Agreement will remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 16.8 This Agreement moy be simultaneously executed in several counterparts, each of which shall be an original and all of wlhich shall constitute but one and the same instrument. 16.9 This Contract consi contract as if herein set Specifications /Scope of Schedule C — Insurance C 17.1 This Agreement and by such laws, rules of the attached component parts, all of which are as fully a part of the verbatim: Contractor's Proposal, Insurance Certificate, RFP #11 -5735 rices, Schedule A — Work Order, Schedule B — Fee Schedule and rage. ARTICLE 17 APPLICABLE LAW ill be governed by the laws, rules, and regulations of the State of Florida, regulations of the United States as made applicable to Services funded A -24 Packet Page -2721- by the United States gove 12/13/2011 Item 16. E.1. nt. Any suit or action brought by either party to this Agreement against the other party relating to for arising out of this Agreement must be brought in the appropriate federal or state courts in Collier matters. 18.1 Prior to the initiati , Florida, which courts have sole and exclusive jurisdiction on all such ARTICLE 18 DISPUTE RESOLUTION 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 ne*tiation 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 durinc negotiations to OWNER for approval. Failing resolution, and prior to the commencement of deposi ions 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 IState of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision- making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit tp mediation as required hereunder, the other party may obtain a court order requiring mediation underlsection 44.102, Fla. Stat. 18.2 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 co rts have sole and exclusive jurisdiction on all such matters. A -25 Packet Page -2722- 19.1 By executing and e without exception or stipul Immigration Reform and C relating thereto, as either referenced herein shall cor to unilaterally terminate thi, IN WITNESS WHEREOF, On -Call Project Managerr ATTEST: Dwight E. Brock, Clerk 0 Date: Approved as to form and legal sufficiency: Assistant County Attorney Witness Typed Name and Title Witness Typed Name and Title 12/13/2011 Item 16.E.1. ARTICLE 19 IMMIGRATION LAW COMPLIANCE ntering into this agreement, the CONSULTANT is formally acknowledging tion that it is fully responsible for complying with the provisions of the ontrol Act of 1986 as located at 6 U.S.C. 1324, et se q. and regulations ay be amended. Failure by the CONSULTANT to comply with the laws titute a breach of this agreement and the County shall have the discretion agreement immediately. parties hereto have executed this Professional Services Agreement for I for Information Technology the day and year first written above. �0 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Fred W. Coyle, Chairman EMA, INC. M Typed Name and Title A -26 Packet Page -2723- 12/13/2011 Item 16. E.1. SCHEDULE A PREPARED BY: name an J title APPROVED BY: APPROVED BY: Department Director, Department Name Division Adjministrator, Division ACCEPTED BY: Company Signature of Authorized Company Officer Tripe or Print Name and Title A -27 Packet Page -2724- Date Date Date Date AWAk WORK ORDER # Agreement fo On -Call Project Management for IT, Dated: 2011 (RFP 11 -5735) This Work Order is for professi nal Information Technology Project Management for IT services for work known as: Project Name: Project No: The work is specified in the pi oposal dated 200 which is attached hereto and made a part of this Work Order. In accordance with Terris and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in I he attached proposal and the following: • Task I - * Task II - * Task III Schedule of Work: Complete rk within days from issuance of the Notice to Proceed. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): Negotiated Lump Sum Lump Sum Plus Reimbursable Costs Time & Material (established hourly rat — Schedule A) Cost Plus Fixed Fee, as provided in the attached proposal. (Define which method will be used for which tasks) Task $ Task 11 $ Task III $ TOTALFEE $ Any change made subseque t to final department approval will be considered an additional service and charged to according to Schedule "A" of th Contract Agreement. PREPARED BY: name an J title APPROVED BY: APPROVED BY: Department Director, Department Name Division Adjministrator, Division ACCEPTED BY: Company Signature of Authorized Company Officer Tripe or Print Name and Title A -27 Packet Page -2724- Date Date Date Date AWAk 99 CONSULTANT Marla K. Hartson Dave DiSera Dustin Sayre Denise O'Berry Bob George Hien Doan Richard Sargent Bill Overbeek Troy Brown Dan Dierksheide Amy O'Neill* Irene Overbeek* * Support 12/13/2011 Item 16.E.1. SCHEDULE B Collier County Fee Schedule RFP 11 -5735 ill Project Management for Information Technology" SONNEL FL MN FL FL MA MN MN FL LA PA FL FL On -Site $170 $280 $122 $195 $250 No on -site work anticipated No on -site work anticipated $205 $210 $250 No on -site work anticipated No on -site work anticipated Off -Site $150 $255 $116 $177 $225 $170 $175 $185 $190 $235 $85 $85 This list is not inten Jed 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. B -1 Packet Page -2725- (1) The following minimun• and endo 12/13/2011 Item 16.E.1. SCHEDULE C INSURANCE COVERAGE amounts and types of insurance coverage shall conform to the requirements with the use of Insurance Services Office (ISO) forms or their equivalents. If CONSULTANT has any self- insured retentions or dedu tibles under any of the below listed minimum required coverages, CONSULTANT mu t 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 s ch obligations. All self - insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The i surance required by this Agreement shall be written for not less than the limits specified erein or required by law, whichever is greater. (3) Covert ages shall be maintained without interruption from the date of commencement ofj the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Sim neously with the execution and delivery of this Agreement by CONSULTANT, :NSULTANT has delivered properly executed Certificates of insurance (3 copie4) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and �ut 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 contain a provisior that coverages afforded under the policies will not be canceled or C -1 Packet Page -2726- 12/13/2011 Item 16.E.1. allowed to expire u til at least thirty (30) days prior written notice has been given to the OWNER. CONSUL ANT shall also notify OWNER, in a like manner, within twenty -four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in overages or limits received by CONSULTANT from its insurer, and nothing contained ierein shall relieve CONSULTANT of this requirement to provide notice. In the even of a reduction in the aggregate limit of any policy to be provided by CONSULTANT he eunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All in urance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The , the terms of this that the insurance aceptance by OWNER of any Certificate of Insurance pursuant to reement does not constitute approval or agreement by the OWNER equirements have been satisfied or that the insurance policy shown on the Certificate oi Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure 'and - maintain, until the 6mpletion 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 thl subconsultant are expressly waived in writing by the OWNER. (8) Shou coverages require( Orders issued pur: at any time the CONSULTANT not maintain the insurance herein, the OWNER may terminate the Agreement and any Work ant to the Agreement or at its sole discretion shall be authorized to c -2 Packet Page -2727- 12/13/2011 Item 16.E.1. purchase such c verages and charge the CONSULTANT for such coverages purchased. If CON ULTANT 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 un er 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. :nstrued e decision of the OWNER to purchase such insurance coverages shall in no way be 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 comp etion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with swch renewal certificate(s) shall be deemed a material breach by CONSULTANT anj OWNER may terminate the Agreement or any subsequently issued Work Order for WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (10) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the wok under this Agreement in accordance with the laws of the State of Florida. The amourlits of such insurance shall not be less than: C -3 Packet Page -2728- 12/13/2011 Item 16.E.1. a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability $100,000 Each Accident X $500,000 Single Limit Per Occurrence $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (11) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (12) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable —X— Not Applicable (13) 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 (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including C-4 Packet Page -2729- 12/13/2011 Item 16.E.1. Completed Operati ns and Products and Completed Operations Coverage. Products and Completed Op rations coverage shall be maintained for a period of not less than five (5) years follo ing the completion and acceptance by the OWNER of the work under this Agreem nt. Limits of Liability shall not be less than the following: General Agg egate $300,000 Products /Co pleted Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurr nce $300,000 Fire DamagE $ 50,000 General Aggregate $500,000 Prod ucts/Cornpleted Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurr nce $500,000 Fire Damage $ 50,000 X General Aggregate $1,000,000 Each Occurr nce $1,000,000 (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. Tire General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deducti les or self- insured retentions shall be the sole responsibility of CONSULTANT. Ceductibles or self- insured retentions carried by the CONSULTANT shall be subject to t1he approval of the Risk Management Director or his designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured nd the policy shall be endorsed that such coverage shall be primary to any similar cove age carried by the OWNER. C -5 Packet Page -2730- (4) Co\ property damage (5) Water SUBCONSULTANI shown in subparag this Agreement. 12/13/2011 Item 16.E.1. shall be included for explosion, collapse or underground ims. -aft Liability coverage shall be carried by the CONSULTANT or the in limits of not less than the Commercial General Liability limit ph (1) above if applicable to the completion of the Services under Applicable _X_ Not Applicable (6) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTAN in limits of not less than $5,000,000 each occurrence if applicable to the completion o the Services under this Agreement. Applicable _X_ Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? _X_ Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, rnaintenance or use of any owned, non -owned or hired vehicle with limits of not less then: X B ily Injury & Property Damage - $ 500,000 BodiI Injury & Property Damage - $1,000,000 C-6 Packet Page -2731- Required by this Ac reement? _X_ Yes No (2) 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 th4 Agreement. CONSULTANT waives its right of recovery against OWNER as to any Iclaims under this insurance. Such insurance shall have limits of not less than: X_ $ 500,000 each claim and in the aggregate $1,000,000 each claim and in the aggregate $2,00Q000 each claim and in the aggregate $5,000,000 each claim and in the aggregate (1) Any ceductible applicable to any claim shall be the sole responsibility of the CONSULTANT1 Deductible amounts are subject to the approval of the OWNER. (2) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (3) The policy retroactive date will always be prior to the date services were first performed by ONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five (5) years thereafter. CONSLJLTANT shall promptly submit Certificates of Insurance providing for an unqualified wri n notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shill also notify OWNER by certified mail, within twenty -four (24) hours C -7 Packet Page -2732- 12/13/2011 Item 16.E.1. after receipt, of an notices of expiration, cancellation, non - renewal or material change in coverages or lim is received by CONSULTANT from its insurer. In the event of more than a twenty p rcent (20 %) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent pe itted 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 y OWNER. (1) Umbr the CONSULTANT Commercial Gene UMBRELLA LIABILITY Aa Liability may be maintained as part of the liability insurance of and, if so, such policy shall be excess of the Employers' Liability, al Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The olicy shall contain wording to the effect that, in the event of the exhaustion of any Inderlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. c -s Packet Page -2733- 12/13/2011 Item 16.E.1. Contract 11 -5735 On -Call Project Management for IT FIXED TERM CONTRACT FOR SERVICES THIS AGREEMENT is made and entered into this day of 20_, by and between the Board of ounty Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereir after referred to as the "COUNTY" or "OWNER ") and Executive Alliance Group Incorporated, auff orized to do business in the State of Florida, whose business address is 5815 SE Federal Hwy., P B 326, Stuart, FL 34997, (hereinafter referred to as the "CONSULTANT "). WHEREAS, it is it WITNESSETH: best interests of OWNER to be able to obtain CONSULTANT On -Call Project Management For Information Technology services expeditiously when a need arises in connection with a Collier County project; and NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto 4gree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time �pon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall pr�vide to OWNER On -Call Project Management For Information Technology services (he inafter the "Services ") as herein set forth. The term "Services includes all Additional Services autho zed by written Amendment or Change Order as hereafter provided. A -1 Packet Page -2734- 2 All Services to be conformance with the the procedures described Reference to the term 12/13/2011 Item 16.E.1. performed by CONSULTANT pursuant to this Agreement shall be in of services, which shall be described in a Work Order issued pursuant to n. The form of the Work Order is set forth in attached Schedule A. Order" herein, with respect to authorization of Services, includes all written Amendments or C*ge Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in Nritten Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own ris 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 comp iance 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 Servi es, 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 jointly execute the Work Order. A -2 Packet Page -2735- 1.2.3 Upon 12/13/2011 Item 16.E.1. on of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that lany 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. 1.3 CONSULTANT herby designates Robert Gazdowicz as its Principal in Charge (hereinafter referred to as the "Princip�l in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of orl relating to this Agreement. In each Work Order CONSULTANT will designate a qualified Information Technology professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respe t to directing, coordinating and administering all aspects of the Services to be provided and performeo under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the OONSULTANT 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 A -3 Packet Page -2736- 12/13/2011 Item 16.E.1. ONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removeq must be immediately replaced with a person acceptable to OWNER. 1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately repla ed with a person acceptable to OWNER. 1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional On -Call P oject Management For Information Technology services that will be required under this Agre ment. 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 ac ordance with all applicable laws, statutes, including the Local Government Prompt Payment Act (21 .735 and 218.76 F.S.) as amended in the 2010 legislative session, ordinances, codes, rules, gulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONS LTANT shall notify the OWNER of such conflict and utilize its best professional judgment to OWNER regarding resolution of each such conflict. A-4 Packet Page -2737- 1.6 CONSULTANT ag organization, without the CONSULTANT'S ob where such information Services to be rendered employees, agents, su paragraph. CONSULT, 12/13/2011 Item 16.E.1. :s not to divulge, furnish or make available to any third person, firm or R'S prior written consent, or unless incident to the proper performance of tions hereunder, or in the course of judicial or legislative proceedings been properly subpoenaed, any non - public information concerning the CONSULTANT hereunder, and CONSULTANT shall require all of its Itants and subcontractors to comply with the provisions of this shall provide OWNER prompt written notice of any such subpoenas. 1.7 The County reserves tie 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 deficienI 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 dee ed to be all- inclusive, and the County 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 County may also deduct oi charge the Consultant for services and /or items necessary to correct the deficiencies directly re substitute performance. 2.1 If authorized in writi I to the Consultant's non - performance whether or not the County obtained ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 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 Work Order. The agreed upon scope, compensation and schedule for A -5 Packet Page -2738- .dditional Services shall Services. With respect to 12/13/2011 Item 16.E.1. set forth in the Amendment or Change Order authorizing those Additional individuals with authority to authorize Additional Services under this Agreement, such. authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure 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 rathe a part of the Services originally required of CONSULTANT under the subject Work Order. If OVVNER determines that a change in a Work Order is required because of the action taken by CONSULT NT in response to an emergency, an Amendment or Change Order shall `be issued to document thel consequences of the changes or variations, provided that CONSULTANT has delivered written noti CONSULTANT knew or s hour written notice noted a adjustment to its compen 3.1 For each Work to OWNER of the emergency within forty -eight (48) hours from when ild have known of its occurrence. Failure to provide the forty -eight (48) ve, waives CONSULTANT'S right it otherwise may have had to seek an )n or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES Jer, OWNER shall designate in writing a project manager to act as OWNER'S representative I with respect to the Services to be rendered under the Work Order (hereinafter referred to a� the "Project Manager "). The Project Manager shall have authority to transmit instructions, recei, information, interpret and define OWNER'S policies and decisions with A-6 Packet Page -2739- 12/13/2011 Item 16.E.1. respect to CONSULTANTS Services under the Work Order. However, the Project Manager is not authorized to issue any ve bal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreteq to have the effect, of modifying or changing in any way whatever: (a) The slope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The ti e the CONSULTANT is obligated to commence and complete all such Servicps as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Revie and make appropriate recommendations on all requests submitted by the CON ULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 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 CON ULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing specifications, product literature, previous reports and any other data relative to the subject Work Order; A -7 Packet Page -2740- (d) Arran . 12/13/2011 Item 16.E.1. for access to and make all provisions for CONSULTANT to enter the site - (if an) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provid notice to CONSULTANT of any deficiencies or defects discovered by the OWN R with respect to the Services to be rendered by CONSULTANT hereu6der. ARTICLE 4 TIME 4.1 Each Work Order ill have a time schedule ( "Schedule ") for the performance of the Services required under the subje t Work Order. Services to be rendered by CONSULTANT shall be commenced, performed atid 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 unf reseeable 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, 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 whatsoeMer, including those for which OWNER may be responsible in whole or in oart, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or Packet Page -2741- additional compensation 12/13/2011 Item 16.E.1. OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension lof 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 CONSU -TANT fail to commence, provide, perform or complete any of the Services to be provided hereunder n a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, 1he OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time aq the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will she ly be back on schedule. 4.5 In no event shall a y approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder 4.6 The period of servile shall be from the date of execution of this Agreement through two (2) years from that date, or un�il such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional two (2) years, renewable ann� ally. Any such annual renewal shall be agreed to, in writing, by both parties. A -9 Packet Page -2742- 12/13/2011 Item 16.E.1. ARTICLE 5 COMPENSATION 5.1 Compensation and 11he manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive arid itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if 'ny)• 5.2 The compensation whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses in urred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Servic s, at its direct cost with no markup, to the extent such reimbursement is nermitted in the Work Orden and in accordance with Section 112.061, F.S., or as set forth below. A -10 Packet Page -2743- 12/13/2011 Item 16. E.1. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112. 61, F.S., and all Contract- related mileage for trips that are from /to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 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 re iew and approval. 5.2.2.3. expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 ees paid for securing approval of authorities having jurisdiction over the Work Order quired under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 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 deerr ed to be a reimbursable expense. 5.3 CONSULTANT reimbursable expenses, in, I bear and pay all overhead and other expenses, except for authorized :urred by CONSULTANT in the performance of the Services. A -11 Packet Page -2744- ' .4 Prior to issuing s CONSULTANT in writing the estimated fees th 12/13/2011 Item 16.E.1. Work Order pursuant to this Agreement, OWNER may request that OWNER of (i) the estimated time of CONSULTANT'S personnel and for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 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 0) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic IServices and Additional Basic Services as set forth herein, or in the Work Order shall be made up�n presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 Payments will be ma a for services furnished, delivered, and accepted, upon receipt and approval of invoices submi ed 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 5.7 Records of Reimbu 5.8 The County rese the following: Tasks not timely submission of invoices under this agreement. le Expenses shall be kept on a generally recognized accounting basis. the right to deduct portions of the (monthly) invoiced (task) amount for d within the expressed time frame, including required deliverables, A -12 Packet Page -2745- incomplete and /or deficient and /or codes and ordinan project. This list is not 12/13/2011 Item 16.E.1. ments, failure to comply with local, state and /or federal requirements applicable to Consultant's performance of the work as related to the to be all- inclusive, and the County reserves the right to make sole determination regarding deouetions. After notification of deficiency, if the Consultant fails to correct the deficiency within the County may also deduct or deficiencies directly related 6.1 Upon the comp CONSULTANT shall del notes, tracings, plans, spe working papers, prepared ( "Project Documents "). Documents are to be deli) timeframe, these funds would be forfeited by the Consultant. The e the Consultant for services and /or items necessary to correct the to the Consultant's non - performance. ARTICLE 6 OWNERSHIP OF DOCUMENTS n or termination of each Work Order, as directed by OWNER, �r to OWNER copies or originals of all records, documents, drawings, ifications, maps, evaluations, reports and other technical data, other than >r developed by or for CONSULTANT under the applicable Work Order WNER shall specify whether the originals or copies of such Project red by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delilvering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding an ),thing in this Agreement to the contrary and without requiring OWNER to pay any additional comliensation, 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 Further, CONSULTANT consents to OWNER'S use of the Project A -13 Packet Page -2746- -)ocuments to complete 12/13/2011 Item 16.E.1. subject project or task following CONSULTANT'S termination for any reason or task. CONSU�TANT also acknowledges OWNER may be making Project Documents available for review and OWNER. 7.1 CONSULTANT will reflect the Services for a minimum of five (5) Work Order is completed, ation to various third parties and hereby consents to such use by ARTICLE 7 MAINTENANCE OF RECORDS keep adequate records and supporting documentation which concern or The records and documentation will be retained by CONSULTANT rs from (a) the date of termination of this Agreement or (b) the date the ichever is later, or such later date as may be required by law. OWNER, or any duly authorized ag�nts or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy alll 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; business hours. 7.2 The records provided, however, such activity shall be conducted only during normal ed above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by ea h, 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 record q, as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimb expenses. A -14 Packet Page -2747- 8.1 To the maximum 12/13/2011 Item 16.E.1. ARTICLE 8 INDEMNIFICATION permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, r 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 ton gate, abridge or reduce any other rights or remedies which otherwise may be available to an indemni %ied party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT sha I obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreerrjent. 9.2 All insurance shall $e from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance polici�s required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insuranc4 policies, other than the Business Automobile policy, Professional Liability policy, and the Workers, Co pensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as Aw A -15 Packet Page -2748- additional insured as to tl severability of interests provi 12/13/2011 Item 16.E.1. operations of CONSULTANT under this Agreement and shall contain a ns. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of pr miums or assessments for any deductibles which all are at the sole responsibility and risk of CO SULTANT. 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 pply to any insurance or self- insurance program carried by OWNER. 9.3.4 The Certific es of Insurance, which are to be provided in an Occurrence Form patterned after the current I S.O. form with no limiting endorsements, must reference and identify this 7reement. 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. 9.4 CONSULTANT, its ubconsultants and OWNER shall waive all rights against each other for damages covered by insur nce to the extent insurance proceeds are paid and received by OWNER, except such rights as they nay have to the proceeds of such insurance held by any of them. 9.5 All insurance comp4nies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insuran�e 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. A -16 Packet Page -2749- 9.5.2 The insura or higher. 10.1 The Services to unless otherwise autho 12/13/2011 Item 16.E.1. company must have a current A. M. Best financial rating of "Class VI" ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF performed hereunder shall be performed by CONSULTANT'S own staff, in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agrepment. 10.2 Attached to each l Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such . personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the 4ttached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcobtractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultanto and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'[S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written Jagreement, the CONSULTANT shall require each subconsultant or subcontractor, to the of the Services to be performed by the subconsultant or subcontractor, to A -17 Packet Page -2750- 12/13/2011 Item 16.E.1. e bound to the CONSUL ANT by the terms of this Agreement and any subsequently issued Work Order, and to assume to and 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 subconsult nt 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 be4een CONSULTANT and each subconsultant or subcontractor, however ,othing in this Agreement hall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of against OWNER arising those previously made in CONSULTANT in its final CONSULTANT'S OWNER'S rights against c and all claims, except for insurance company subrogation claims, by it of the Work Order or otherwise related to those Services, and except writing in accordance with the terms of this Agreement and identified by nvoice for the subject Work Order as unsettled. Neither the acceptance of nor payment by OWNER shall be deemed to be a waiver of any of ONSULTANT. A -18 Packet Page -2751- 12.1 This Agreement is a agreed that either party hei Agreement by giving to th, termination. Upon this Agi shall have any further ric termination, except that Se 12/13/2011 Item 16.E.1. ARTICLE 12 TERMINATION OR SUSPENSION fixed term contract for the professional services of CONSULTANT. It is shall at any and all times have the right and option to terminate this other party not less than thirty (30) days prior written notice of such being so terminated by either party hereto, neither party hereto hts or obligations under this Agreement subsequent to the date of specified to be performed under a previously issued Work Order, shall proceed to completion] under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to lbegin Services under any particular Work Order within the times specified under that Work Order, or tb) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) ONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) C NSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. A -19 Packet Page -2752- 12.3 If, after notice of determined for any that OWNER otherwise paragraph 12.2, then the 12/13/2011 Item 16.E.1. ination of this Agreement as provided for in paragraph 12.1 above, it is that CONSULTANT was not in default, or that its default was excusable, or not entitled to the remedy against CONSULTANT provided for in of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of terminati §n provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall b+ 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 ha�a the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without c�use upon seven (7) calendar days written notice to CONSULTANT. In the event of such terminatio6 for convenience, CONSULTANT'S recovery against OWNER shall be ' imited to that portion of he fee earned through the date of termination, for any Work Orders so cancelled, together with a y retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributabio to the termination, but CONSULTANT shall not be entitled to any other or further recovery against CJWNER, including, but not limited to, anticipated fees or profits on Services not required to be perforijned. 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, record, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising oot of or relating to this Agreement or any Work Orders. A -20 Packet Page -2753- 12.6 The OWNER shall provided by CONSULT, notice of such suspension] suspended, the CONSULT its schedule in accordance 12.7 In the event (i) OW five (45) days after such p by Florida's Prompt Payn obligation owed by OWNI Order, and (ii) OWNER 12/13/2011 Item 16.E.1. ve the power to suspend all or any portions of the Services to be hereunder upon giving CONSULTANT two (2) calendar days prior written If all or any portion of the Services to be rendered hereunder are so sole and exclusive remedy shall be to seek an extension of time to the procedures set forth in Article Four herein. :R fails to make any undisputed payment to CONSULTANT within forty - rent is due as set forth in the Work Order or such other time as required it Act or (ii) OWNER otherwise persistently fails to fulfill some material to CONSULTANT under this Agreement or subsequently issued Work failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such de ault is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT' intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons CONSULTANT may term CONSULTANT'S intent to fourteen (14) days after fourteen (14) additional recover from the Owner shall CONSULTANT be C1 1-I ing portions of the Services under contract with the CONSULTANT, the nate the subject Work Order by giving written notice to OWNER of terminate that Work Order. If OWNER does not cure its default within receipt of CONSULTANT'S written notice, CONSULTANT may, upon written notice to the OWNER, terminate the subject Work Order and nt for Services performed through the termination date, but in no event to payment for Services not performed or any other damages from A -21 Packet Page -2754- 13.1 CONSULTANT direct or indirect, which hereunder. CONSULT, employed to perform th 14.1 No modification or i in writing and executed by 12/13/2011 Item 16.E.1. ARTICLE 13 CONFLICT OF INTEREST esents that it presently has no interest and shall acquire no interest, either could conflict in any manner with the performance of Services required IT further represents that no persons having any such interest shall be Services. ARTICLE 14 MODIFICATION ;hange in this Agreement shall be valid or binding upon either party unless the party or parties intended to be bound by it. ARTICLE 15 NOTICES AND ADDRESS OF RECORD 15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first plass mail service, postage prepaid, addressed to the following OWNER'S address of record: r_T; Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3327 Tamiami Trail East Naples, Fl. 34112 ition: Stephen Y. Carnell, Purchasing /GS Director Telephone: 239 - 252 -8407 Fax: 239 -252 -6584 A -22 Packet Page -2755- 15.2 All notices required CONSULTANT shall be States Postal Service following CONSULTANT'S 12/13/2011 Item 16.E.1. made pursuant to this Agreement to be given by the OWNER to the in writing and shall be delivered by hand, by fax or by the United tment, first class mail service, postage prepaid, addressed to the ress of record: Executive Alliance Group, Inc. 5815 SE Federal Highway, PMB 326 Stuart, Florida 34997 Telephone: 772 -419 -8652 Attention: Robert Gazdowicz Either party may change its address of record by written notice to the other party given in accordance with requirements of this ticle. ARTICLE 16 MISCELLANEOUS 16.1 CONSULTANT, in epresenting OWNER, shall promote the best interests of OWNER and assume towards OWNER duty of the highest trust, confidence, and fair dealing. 16.2 No modification, wa ver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or lia ilities of either party. 16.3 This Agreement i not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 16.4 Waivers by either be a waiver of any other Agreement. of a breach of any provision of this Agreement shall not be deemed to and shall not be construed to be a modification of the terms of this A -23 Packet Page -2756- 3.5 The headings of 1 Agreement are for the pu change the provisions in 16.6 This Agreement, in, entire agreement between agreements or understan prior agreements or under 16.7 Unless otherwise survive the expiration or Work Order that extends 12/13/2011 Item 16.E.1. e Articles, Schedules, Parts and Attachments as contained in this of convenience only and shall not be deemed to expand, limit or Articles, Schedules, Parts and Attachments. ding the referenced Schedules and Attachments hereto, constitutes the e parties hereto and shall supersede, replace and nullify any and all prior igs, written or oral, relating to the matter set forth herein, and any such nding shall have no force or effect whatever on this Agreement. ressly noted herein, all representations and covenants of the parties shall ination of this Agreement. Further, The CONSULTANT agrees that any nd the expiration date of this Agreement will remain subject to the terms and conditions of thiq Agreement until the completion or termination of the Work Order. 16.8 This Agreement ma� 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. 16.9 This Contract consis contract as if herein set o Specifications /Scope of S Schedule C — Insurance Q of the attached component parts, all of which are as fully a part of the verbatim: Contractor's Proposal, Insurance Certificate, RFP #11 -5735 (ices, Schedule A — Work Order, Schedule B — Fee Schedule and ;rage. ARTICLE 17 APPLICABLE LAW 17.1 This Agreement shill be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules id regulations of the United States as made applicable to Services funded A -24 Packet Page -2757- by the United States 12/13/2011 Item 16.E.1. 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 matters. 18.1 Prior to the in disputes between the pa by negotiation. The unty, Florida, which courts have sole and exclusive jurisdiction on all such ARTICLE 18 DISPUTE RESOLUTION of any action or proceeding permitted by this Agreement to resolve the parties shall make a good faith effort to resolve any such disputes 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 depositlions in any litigation between the parties arising out of this Agreement, the parties shall attempt to reWve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision- making authority and by OWNER'S staff person who would make the presentation of any s4ttlement 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 18.2 Any suit or action or arising out of this Agre County, Florida, which cot 44.102, Fla. Stat. ught by either party to this Agreement against the other party relating to ;nt must be brought in the appropriate federal or state courts in Collier have sole and exclusive jurisdiction on all such matters. A -25 Packet Page -2758- 19.1 By executing and ( without exception or stipu Immigration Reform and C relating thereto, as either referenced herein shall cor to unilaterally terminate thi: IN WITNESS WHEREOF, On -Call Project Manager ATTEST: Dwight E. Brock, Clerk :y: Date: Approved as to form and legal sufficiency: Assistant County Attorney Witness Typed Name and Title Witness -yped Name and Title 12/13/2011 Item 16.E.1. ARTICLE 19 IMMIGRATION LAW COMPLIANCE ng into this agreement, the CONSULTANT is formally acknowledging that it is fully responsible for complying with the provisions of the )I Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations be amended. Failure by the CONSULTANT to comply with the laws .e a breach of this agreement and the County shall have the discretion agreement immediately. parties hereto have executed this Professional Services Agreement for for Information Technology the day and year first written above. q" BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Fred W. Coyle, Chairman EXECUTIVE ALLIANCE GROUP INCORPORATED Typed Name and Title A -26 Packet Page -2759- Agreement for This Work Order is for professio Project Name: The work is specified in the pr Order. In accordance with Tern name of firm. Scope of Work: As detailed in tl • Task l - * Task 11 - • Task III Schedule of Work: Complete w Compensation: In accordance with the following method(s): Material (established hourly rate which method will be used for w Any change made subsegL according to Schedule "A" of PREPARED BY: APPROVED BY: APPROVED BY: 12/13/2011 Item 16.E.1. SCHEDULE A 'ORK ORDER # n -Call Project Management for IT, Dated: 2011 (RFP 11 -5735) 1 Information Technology Project Management for IT services for work known as: Project No: osal dated 200 which is attached hereto and made a part of this Work and Conditions of the Agreement referenced above, Work Order # is assigned to: attached proposal and the following: rk within days from issuance of the Notice to Proceed. vith Article Five of the Agreement, the County will compensate the Firm in accordance Negotiated Lump Sum _Lump Sum Plus Reimbursable Costs Time & — Schedule A) Cost Plus Fixed Fee, as provided in the attached proposal. (Define ich tasks) Task 1 $ Task 11 $ Task III $ TOTALFEE $ to final department approval will be considered an additional service and charged original Contract Agreement. name and title Departmentl Director, Department Name Division Adrjninistrator, Division ACCEPTED BY: Company Signature of Authorized Company Officer Tv6e or Print Name and Title A -27 Packet Page -2760- Date Date Date Date "On 12/13/2011 Item 16.E.1. SCHEDULE B Collier County Fee Schedule RFP 11 -5735 II Project Management for Information Technology" Telecommuting rem�tely from Executive Alliance roup corporate office Onsite in Collier County This list is not intent of professional, sup and firm on a projec $62.00 /hour $75.00 /hour led to be all- inclusive. Hourly rate fees for other categories ort and other services shall be mutually negotiated by the County by project basis as needed. B -1 Packet Page -2761- 12/13/2011 Item 16.E.1. SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum equirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self- insured retentions or dedu ibles under any of the below listed minimum required coverages, CONSULTANT mu t 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 s ch obligations. All self- insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The in urance required by this Agreement shall be written for not less than the limits specified erein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as sp cified in this Agreement, whichever is longer. (4) Simul aneously with the execution and delivery of this Agreement by CONSULTANT, C NSULTANT has delivered properly executed Certificates of insurance (3 copie4 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 OWNEFR, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or C -1 Packet Page -2762- 12/13/2011 Item 16.E.1. allowed to expire S il at least thirty (30) days prior written notice has been given to the OWNER. CONSU ANT shall also notify OWNER, in a like manner, within twenty -four (24) hours after receipt, of any notices of expiration, cancellation, non- renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the even of a reduction in the aggregate limit of any policy to be provided by CONSULTANT he eunder, CONSULTANT shall immediately take steps to have the aggregate limit reinotated to the full extent permitted under such policy. (5) All in urance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The < the terms of this that the insurance sptance by OWNER of any Certificate of Insurance pursuant to ament does not constitute approval or agreement by the OWNER uirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CON ULTANT 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 th subconsultant are expressly waived in writing by the OWNER. (8) Shou coverages require( Orders issued purr at any time the CONSULTANT not maintain the insurance herein, the OWNER may terminate the Agreement and any Work ant to the Agreement or at its sole discretion shall be authorized to c -2 Packet Page -2763- 12/13/2011 Item 16.E.1. purchase such co erages and charge the CONSULTANT for such coverages purchased. If CON ULTANT 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 dr companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be c nstrued 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 comp) tion of the Services required hereunder or termination of the Agreement or any Nork Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with s ch renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for 'COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (10) 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 amour is of such insurance shall not be less than: c -3 Packet Page -2764- 12/13/2011 Item 16.E.1. a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability $100,000 Each Accident X $500,000 Single Limit Per Occurrence $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (11) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (12) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable —X— Not Applicable (13) 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 (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including C-4 Packet Page -2765- 12/13/2011 Item 16.E.1. Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreeme t. Limits of Liability shall not be less than the following: General Aggr gate $300,000 Products/Completed Operations Aggregate $300,000 Personal anc Advertising Injury $300,000 Each Occurr nce $300,000 Fire Damage $ 50,000 General Aggr gate $500,000 Products /Co pleted Operations Aggregate $500,000 Personal anc Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 X General Ag regate $1,000,000 Each Occurr nce $1,000,000 (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. T e 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 designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured tcl the policy shall be endorsed that such coverage shall be primary to any similar cove ge carried by the OWNER. C -5 Packet Page -2766- (4) Cove property damage c 12/13/2011 Item 16.E.1. ge shall be included for explosion, collapse or underground (5) 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 subparag aph (1) above if applicable to the completion of the Services under this Agreement. Applicable _X_ Not Applicable (6) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTAN in limits of not less than $5,000,000 each occurrence if applicable to the completion o the Services under this Agreement. Applicable _X_ Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Ac reement? _X_ Yes No (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 th n: _ Bo ily Injury & Property Damage - $ 500,000 Bodil Injury & Property Damage - $1,000,000 c -6 Packet Page -2767- 12/13/2011 Item 16.E.1. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X_ Yes No (2) 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 recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _X_ $ 500,000 each claim and in the aggregate $1,000,000 each claim and in the aggregate $2,000, 00 each claim and in the aggregate $5,000, DOO each claim and in the aggregate (1) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (2) The C NSULTANT shall continue this coverage for a period of not less than five (5) years f Ilowing completion of all Services authorized under this Agreement. (3) 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 foRvard during the term of this Agreement and for five (5) years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified writt n notice to OWNER of any cancellation of coverage or reduction in limits, other than khe application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty -four (24) hours C -7 Packet Page -2768- 12/13/2011 Item 16.E.1. after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverages or lim is received by CONSULTANT from its insurer. In the event of more than a twenty p rcent (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 ty f the policy and any endorsements issued or to be issued on the policy if requested OWNER. 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 Generjal Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The 6olicy shall contain wording to the effect that, in the event of the exhaustion of any 4nderlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. C -8 Packet Page -2769- Contract 11 -5735 On -Call Project Management for IT FIXED TERM CONTRACT FOR SERVICES THIS AGREEMENT is made and entered into this day of 12/13/2011 Item 16.E.1. 20_, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and Golden Technologies, Inc., authorized to do business in the State of Florida, whose business address is 5660 Strand Court, Naples, Florida 34110, (hereinafter referred to as the "CONSULTANT "). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain CONSULTANT On -Call ,, Project Management For Information Technology services expeditiously when a need arises in connection with a Collier County project; and 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 On -Call Project Management For Information Technology 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. A -1 Packet Page -2770- 12/13/2011 Item 16.E.1. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. A -2 Packet Page -2771- 12/13/2011 Item 16.E.1. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 CONSULTANT hereby designates Greg Scasny as its Principal in Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified Information Technology professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the A -3 Packet Page -2772- 12/13/2011 Item 16.E.1. CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional On -Call Project Management For Information Technology services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including the Local Government Prompt Payment Act (218.735 and 218.76 F.S.) as amended in the 2010 legislative session, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER. of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. A-4 Packet Page -2773- 12/13/2011 Item 16.E.1. 1.6 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.7 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 Consultant 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 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. 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 n4; , A -5 Packet Page -2774- 12/13/2011 Item 16.E.1. Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 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. 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 _. Packet Page -2775- 12/13/2011 Item 16.E.1. respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing specifications, product literature, previous reports and any other data relative to the subject Work Order; A -7 Packet Page -2776- 12/13/2011 Item 16.E.1. (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services required under the subject Work Order. 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, 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 A -8 Packet Page -2777- 12/13/2011 Item 16.E.1. additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 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 two (2) years 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 two (2) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. A -9 Packet Page -2778- 12/13/2011 Item 16.E.1. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. A -10 Packet Page -2779- 12/13/2011 Item 16.E.1. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract - related mileage for trips that are from /to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 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. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 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. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. A -11 Packet Page -2780- 12/13/2011 Item 16.E.1. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 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. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein, or in the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 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. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 5.8 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, A -12 Packet Page -2781- 12/13/2011 Item 16.E.1. 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 Consultant 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 Consultant for services and /or items necessary to correct the deficiencies directly related to the Consultant's non - performance. 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, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ( "Project Documents "). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project A -13 Packet Page -2782- 12/13/2011 Item 16.E.1. Documents to complete the subject project or task following CONSULTANT'S termination for any reason or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one -half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimbursable expenses. A -14 Packet Page -2783- 12/13/2011 Item 16.E.1. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as A -15 Packet Page -2784- 12/13/2011 Item 16.E.1. n 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 OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. 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. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. A -16 Packet Page -2785- 12/13/2011 Item 16.E.1. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI ",r, or higher. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to A -17 Packet Page -2786- 12/13/2011 Item 16.E.1. be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub - subconsultants or sub - subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. A -18 Packet Page -2787- 12/13/2011 Item 16.E.1. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. A -19 Packet Page -2788- 12/13/2011 Item 16.E.1. 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 CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. A -20 Packet Page -2789- 12/13/2011 Item 16.E.1. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty - five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written`' notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. A -21 Packet Page -2790- 12/13/2011 Item 16.E.1. ARTICLE 13 CONFLICT OF INTEREST 13.1 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 14 MODIFICATION 14.1 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 15 NOTICES AND ADDRESS OF RECORD 15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3327 Tamiami Trail East Naples, Fl. 34112 Attention: Stephen Y. Carnell, Purchasing /GS Director Telephone: 239 - 252 -8407 Fax: 239 - 252 -6584 A -22 Packet Page -2791- 12/13/2011 Item 16.E.1. 15.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Golden Technologies, Inc. 5660 Strand Court Naples, FL 34110 Telephone: 239 - 254 -9364; Fax: 219 - 462 -7257 Attention: Greg Scasny, President Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 16 MISCELLANEOUS 16.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 16.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 16.4 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. A -23 Packet Page -2792- 12/13/2011 Item 16.E.1. 16.5 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. 16.6 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. 16.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any Work Order that extends beyond the expiration date of this Agreement will remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 16.8 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. 16.9 This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, RFP #11 -5735 Specifications /Scope of Services, Schedule A — Work Order, Schedule B — Fee Schedule and Schedule C — Insurance Coverage. ARTICLE 17 APPLICABLE LAW 17.1 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 A -24 Packet Page -2793- 12/13/2011 Item 16.E.1. 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 18 DISPUTE RESOLUTION 18.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the _ parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 18.2 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. A -25 Packet Page -2794- 19.1 By executing and e without exception or stipul Immigration Reform and C relating thereto, as either referenced herein shall cor to unilaterally terminate this IN WITNESS WHEREOF, 1 On -Call Project Managem ATTEST: Dwight E. Brock, Clerk 10 Date: Approved as to form and legal sufficiency: Assistant County Attorney Witness Typed Name and Title Witness Typed Name and Title 12/13/2011 Item 16.E.1. ARTICLE 19 IMMIGRATION LAW COMPLIANCE ntering into this agreement, the CONSULTANT is formally acknowledging tion that it is fully responsible for complying with the provisions of the •ntroi Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations ay be amended. Failure by the CONSULTANT to comply with the laws titute a breach of this agreement and the County shall have the discretion agreement immediately. parties hereto have executed this Professional Services Agreement for for Information Technology the day and year first written above. �P BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Fred W. Coyle, Chairman GOLDEN TECHNOLOGIESf INC. N-1 Typed Name and Title A -26 Packet Page -2795- SCHEDULE A WORK ORDER # 12/13/2011 Item 16.E.1. Agreement for On -Call Project Management for IT, Dated: 2011 (RFP 11 -5735) This Work Order is for professional Information Technology Project Management for IT services for work known as: Project Name: Project No: The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: • Task I • Task II • Task III Schedule of Work: Complete work within days from issuance of the Notice to Proceed. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): Negotiated Lump Sum Lump Sum Plus Reimbursable Costs Time & Material (established hourly rate — Schedule A) Cost Plus Fixed Fee, as provided in the attached proposal. (Define which method will be used for which tasks) Task 1 $ Task II $ Task III $ TOTAL FEE $ Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement. PREPARED BY: name and title APPROVED BY: Department Director, Department Name APPROVED BY: Division Administrator, Division ACCEPTED BY: Company name Signature of Authorized Company Officer Type or Print Name and Title A -27 Packet Page -2796- Date Date Date Date 12/13/2011 Item 16.E.1. SCHEDULE B Collier County Fee Schedule RFP 11 -5735 "On -Call Project Management for Information Technology" Hourly rate is $85 per hour (no travel time charges will be charged Collier County). This rate includes the following: • Consulting Time • Preparation and Presentation of Documentation of Services • Project Management • On -site technician time • Remote technician time 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. B -1 Packet Page -2797- 12/13/2011 Item 16.E.1. SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self- insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) 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 contain a provision that coverages afforded under the policies will not be canceled or C -1 Packet Page -2798- 12/13/2011 Item 16.E.1. allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C -2 Packet Page -2799- 12/13/2011 Item 16.E.1. purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (10) 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: C -3 Packet Page -2800- 12/13/2011 Item 16.E.1. a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability $100,000 Each Accident X $500,000 Single Limit per Occurrence $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (11) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (12) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable _X Not Applicable (13) 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 (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including C -4 Packet Page -2801- 12/13/2011 Item 16.E.1. Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $300,000 Products /Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products /Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 _X General Aggregate $1,000,000 Each Occurrence $1,000,000 (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 CONSULTANT. Deductibles or self- insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. C -5 Packet Page -2802- 12/13/2011 Item 16.E.1. (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 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. Applicable _X_ Not Applicable (6) 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. Applicable _X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? _X_ Yes No (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 C -6 Packet Page -2903- 12/13/2011 Item 16.E.1. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X Yes No (2) 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 recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: X $ 500,000 each claim and in the aggregate $1,000,000 each claim and in the aggregate $2,000,000 each claim and in the aggregate $5,000,000 each claim and in the aggregate (1) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (2) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (3) 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 (5) years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty -four (24) hours C -7 Packet Page -2804- 12/13/2011 Item 16.E.1. after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20 %) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. C -8 Packet Page -2805- THIS and between the Board the State of Florida (h authorized to do busi suite 1330, Cleveland, OF WHEREAS, it is in 12/13/2011 Item 16.E.1. Contract 11 -5735 On -Call Project Management for IT FIXED TERM CONTRACT FOR SERVICES is made and entered into this day of 20_, by County Commissioners for Collier County, Florida, a political subdivision of nafter referred to as the "COUNTY" or "OWNER ") and RNR Consulting in the State of Florida, whose business address is 1111 Superior Avenue, 44114, (hereinafter referred to as the "CONSULTANT "). WITNESS ET H: the best interests of OWNER to be able to obtain CONSULTANT On -Call , Project Management F r Information Technology services expeditiously when a need arises in connection with a Collier ounty project; and NOW, THEREFOgE, in consideration of the mutual covenants and provisions contained herein, the parties hereto Ogree as follows: 1.1 From time to time CONSULTANT shall ARTICLE 1 CONSULTANT'S RESPONSIBILITY upon the written request or direction of OWNER as hereinafter provided, to OWNER On -Call Project Management For Information Technology services (he einafter the "Services ") as herein set forth. The term "Services" includes all Additional Services autho ized by written Amendment or Change Order as hereafter provided. A -1 Packet Page -2806- 1.2 All Services to conformance with the sco the procedures Reference to the term written Amendments or C 12/13/2011 Item 16.E.1. performed by CONSULTANT pursuant to this Agreement shall be in of services, which shall be described in a Work Order issued pursuant to herein. The form of the Work Order is set forth in attached Schedule A. Order" herein, with respect to authorization of Services, includes all Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each indi Jclual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of 0ounty Commissioners of Collier County. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not p ovide any Services to OWNER unless and to the extent they are required in i written Work Order. Anj Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNEN 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 Servi es, including, but not limited to the scope, compensation and schedule for performance of those Se ices, a Work Order shall be prepared which incorporates the terms of the understanding reached b the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. A -2 Packet Page -2807- 1.2.3 Upon 12/13/2011 Item 16.E.1. n of a Work Order as aforesaid, CONSULTANT agrees to promptly " provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutuall� understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT than any specific amount of Services will be requested or required of CONSULTANT pursuant tol 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 exe�uted Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 CONSULTANT herby designates Holly Julius as its Principal in Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating Ito this Agreement. In each Work Order CONSULTANT will designate a qualified Information Tech ology professional to serve as CONSULTANT'S project coordinator for the Services to be provided u der that Work Order (hereinafter referred to as the "Project Coordinator "). The Project Coordinator 0 authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Wofk 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 whatever time is required the Principal in Charge and the Project Coordinators shall devote to satisfactorily manage the services to be provided and performed by the A -3 Packet Page -2808- CONSULTANT under and Project Coordi approval, and if so 1.4 CONSULTANT ag OWNER to promptly rem other personnel employe( or any personnel of any provide and perform and applicable Work Order, s; must be immediately repl 1.5 The CONSULT. of professional On -Call required under this Ag CONSULTANT pursuant and shall be in accorda of Florida, as well as in Prompt Payment Act 12/13/2011 Item 16.E.1. Work Order. CONSULTANT further agrees that the Principal in Charge shall not be removed by CONSULTANT without OWNER'S prior written must be immediately replaced with a person acceptable to OWNER. within fourteen (14) calendar days of receipt of a written request from and replace the Principal in Charge or any Project Coordinator, or any or retained by the CONSULTANT, or any subconsultants or subcontractors subconsultants or subcontractors engaged by the CONSULTANT to of the Services pursuant to the requirements of this Agreement or any id request may be made with or without cause. Any personnel so removed with a person acceptable to OWNER. represents to the OWNER that it has expertise and experience in the type ect Management For Information Technology services that will be The CONSULTANT agrees that all services to be provided by this Agreement shall be subject to the OWNER'S review and approval with the generally accepted standards of professional practice in the State ;ordance with all applicable laws, statutes, including the Local Government 8.735 and 218.76 F.S.) as amended in the 2010 legislative session, ordinances, codes, rules,) regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to se OWNER regarding resolution of each such conflict. A-4 Packet Page -2809- 1.6 CONSULTANT organization, without the CONSULTANT'S obi where such information h Services to be rendered employees, agents, su paragraph. CONSULT, 1.7 The County reserves following: Tasks not comp 12/13/2011 Item 16.E.1. not to divulge, furnish or make available to any third person, firm or ER'S prior written consent, or unless incident to the proper performance of hereunder, or in the course of judicial or legislative proceedings been properly subpoenaed, any non - public information concerning the CONSULTANT hereunder, and CONSULTANT shall require all of its and subcontractors to comply with the provisions of this shall provide OWNER prompt written notice of any such subpoenas. right to deduct portions of the (monthly) invoiced (task) amount for the 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 dcductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the s4ecified timeframe, these funds would be forfeited by the Consultant. The County may also deduct of charge the Consultant for services and /or items necessary to correct the deficiencies directly substitute performance. 2.1 If authorized in w CONSULTANT shall originally authorized in I to the Consultant's non - performance whether or not the County obtained ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT g by Owner through an Amendment or Change Order to a Work Order, or obtain from others Additional Services beyond those Services Work Order. The agreed upon scope, compensation and schedule for w:. A -5 Packet Page -2810- 12/13/2011 Item 16.E.1. Additional Services shall a set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authorit will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at th a time such services are authorized. Except in an emergency endangering life or property, any Addi ional Services must be approved in writing via an Amendment or Change Order to the subject Wom Order prior to starting such services. OWNER will not be responsible for the costs of Additional S rvices commenced without such express prior written approval. Failure to obtain such prior written rdpdriotional val for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 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 CONSULTANT knew or hour written notice noted adjustment to its compe to OWNER of the emergency within forty -eight (48) hours from when ild have known of its occurrence. Failure to provide the forty -eight (48) ve, waives CONSULTANT'S right it otherwise may have had to seek an m or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to is the "Project Manager"). The Project Manager shall have authority to transmit instructions, ive information, interpret and define OWNER'S policies and decisions with ., Packet Page -2811- 12/13/2011 Item 16.E.1. respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not I authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interprete to have the effect, of modifying or changing in any way whatever: (a) - The s ope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Managipr shall: (a) (b) (c) RevieN and make appropriate recommendations on all requests submitted by the A! CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; Provide all criteria and information requested by CONSULTANT as to OWNER'S requir ments for the Services specified in the Work Order, including design objec ives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; Upon request from CONSULTANT, assist CONSULTANT by placing at CON ULTANT'S disposal all available information in the OWNER'S possession pertin nt to the Services specified in the Work Order, including existing spec' ications, product literature, previous reports and any other data relative to the s bject Work Order; A -7 Packet Page -2812- 12/13/2011 Item 16.E.1. (d) Arra ge 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 CON ULTANT under the subject Work Order; and (e) Provi a notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT er. ARTICLE 4 TIME 4.1 Each Work Order Nill have a time schedule ( "Schedule ") for the performance of the Services required under the subj ct Work Order. Services to be rendered by CONSULTANT shall be commenced, performed nd completed in accordance with the Work Order and the Schedule. Time is of the essence with res ect to the - performance of the Services under. each Work Order. 4.2 Should CONSULTANT be Services as a result of u own fault or neglect, in eluding but structed or delayed in the prosecution or completion of the causes beyond the control of CONSULTANT, and not due to its not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating th specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT mat have had �o request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension r delay in ;the commencement or progress of CONSULTANT'S Services from any cause whatsoe er, including those for which OWNER may be responsible in whole or in I part, shall relieve CON ULTANT of its duty to perform or give rise to any right to damages or A -8 Packet Page -2813- additional compensation 12/13/2011 Item 16.E.1. OWNER. CONSULTANT'S sole remedy against OWNER will be the ''" right to seek an extensio 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 exp essly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owinc 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 r §asonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particulor Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any other damages hereunder 4.6 The period of sere right or claim OWNER may have against CONSULTANT for delay or any shall be from the date of execution of this Agreement through two (2) years from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period (2) years, renewable an parties. been completed. This Agreement may be renewed for an additional two ly. Any such annual renewal shall be agreed to, in writing, by both A -9 Packet Page -2814- 12/13/2011 Item 16.E.1. ARTICLE 5 COMPENSATION 5.1 Compensation and a manner of payment of such compensation by the OWNER for Services rendered hereunder by C NSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive arid itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incu red and /or paid by CONSULTANT during that time period. The monthly statement shall be in su h form and supported by such documentation as may be required by OWNER. All such state ents shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Workl Order Number, Purchase Order Number and Project Site description (if iny). 5.2 The compensation Jwhether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate WorK urger snail oe oasea on the hourly rates as set f rth and identified in Schedule B which is attached hereto, for the time reasonably expended by C NSULTANT'S personnel in performing the Services. The Rate Schedule may be updated by mutua agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided fdr in paragraph 4.6 above, as directed by OWNER. 5.2.1 OWNER ag�ees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses in urred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Orden and in accordance with Section 112.061, F.S., or as set forth below. A -10 Packet Page -2815- 5.2.2 Reim CONSULTANT as follows: 12/13/2011 Item 16.E.1. expenses shall be invoiced for the expenditures incurred by the '' 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work rder, except for local travel within Collier or Lee Counties, as provided in Section 11 61, F.S., and all Contract - related mileage for trips that are from /to destinations utside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specificatio s, including duplicate sets at the completion of each Work Order for the OWNER'S n 5.2.2.3. advance anc 5.2.2.4. 5.2.2.5 Work Order 5.2.2.6 and approval. Expense of overtime work requiring higher than regular rates approved in in writing by OWNER. Expense of models for the OWNER'S use. Fees paid for securing approval of authorities having jurisdiction over the required under the applicable Work Order. Other items on request and approved in writing by the OWNER. 5.2.3 CONSULT NT 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 deetned to be a reimbursable expense. 5.3 CONSULTANT reimbursable expenses, bear and pay all overhead and other expenses, except for authorized rred by CONSULTANT in the performance of the Services. A -11 Packet Page -2816- 5.4 Prior to issuing ar CONSULTANT in writing the estimated fees estimated charge to C to be performed by C supply such estimate to 5.5 CONSULTANT ag by CONSULTANT on a markup of five percent (5 subcontractors. 5.6 Payments for Basic Order shall be made OWNER. 5.6.1 Payments will be approval of invoices su contract. Any untimely si payment under the legal essence with respect to 5.7 Records of Reim 5.8 The County rese the following: Tasks not 12/13/2011 Item 16.E.1. Work Order pursuant to this Agreement, OWNER may request that rise OWNER of (i) the estimated time of CONSULTANT'S personnel and for the proposed- work to be specified in the Work Order; and (ii) the Z for the reimbursable expenses applicable to the contemplated Services LTANT under the proposed Work Order. CONSULTANT shall promptly NER based on CONSULTANT'S good faith analysis. :es that, with respect to any subconsultant or subcontractor to be utilized r particular Work Order, CONSULTANT shall be limited to a maximum %) on the fees and expenses associated with such subconsultants and Services and Additional Basic Services as set forth herein, or in the Work presentation of the CONSULTANT'S itemized invoice approved by for services furnished, delivered, and accepted, upon receipt and on the date of services or within six (6) months after completion of >ion of invoices beyond the specified deadline period is subject to non - ne of "laches" as untimely submitted. Time shall be deemed of the timely submission of invoices under this agreement. le Expenses shall be kept on a generally recognized accounting basis. s the right to deduct portions of the (monthly) invoiced (task) amount for mpleted within the expressed time frame, including required deliverables, A -12 Packet Page -2817- 12/13/2011 Item 16.E.1. incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements and /or codes and ordinan es applicable to Consultant's performance of the work as related to the project. This list is not de med to be all- inclusive, and the County 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 County 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. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the compl tion 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, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order I ( "Project Documents "). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all j costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own i expense, may retain copitps of the Project Documents for its files and internal use. 6.2 Notwithstanding a ything 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 f 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 O NER. Further, CONSULTANT consents to OWNER'S use of the Project A -13 Packet Page -2818- 12/13/2011 Item 16.E.1. Documents to complete the subject project or task following CONSULTANT'S termination for any reason or task. CONSUL.TANT also acknowledges OWNER may be making Project Documents available for review and i iformation to various third parties and hereby consents to such use by OWNER. 7.1 CONSULTANT wil reflect the Services he for a minimum of five (5) Work Order is completed, or any duly authorized ac audit, inspect and copy all the period of this Agreemi may be required by law; business hours. ARTICLE 7 MAINTENANCE OF RECORDS adequate records and supporting documentation which concern or The records and documentation will be retained by CONSULTANT gars from (a) the date of termination of this Agreement or (b) the date the ✓hichever is later, or such later date as may be required by law. OWNER, nts or representatives of OWNER, shall, free of charge, have the right to such records and documentation as often as they deem necessary during and during the five (5) year period noted above, or such later date as vided, however, such activity shall be conducted only during normal 7.2 The records spec ied above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to eep and maintain, from day to day, showing the time expended by each principal and employee cf 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 pecified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimbursaole expenses. A -14 Packet Page -2819- 8.1 To the maximum 12/13/2011 Item 16.E.1. ARTICLE 8 INDEMNIFICATION permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reason able attomeys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, r 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 ton gate, 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 sha I obtain and carry, at all times during its performance under the Contract Documents, insurance of he types and in the amounts described herein and further set forth in Schedule C to this 9.2 All insurance shall qe from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance conditions by 9.3.1 All insu policy, and the Workers Cc this Agreement shall name required by this Agreement shall include the following provisions and to the policies: policies, other than the Business Automobile policy, Professional Liability pensation policy, provided by CONSULTANT to meet the requirements of ollier County Board of County Commissioners, Collier County, Florida, as A -15 Packet Page -2820- 12/13/2011 Item 16.E.1. an additional insured as tol the operations of CONSULTANT under this Agreement and shall contain a severability of interests previsions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of remiums 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 Certifi ates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. 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. 9.4 CONSULTANT, it subconsultants and OWNER shall waive all rights against each other for damages covered by inSL rance to the extent insurance proceeds are paid and received by OWNER, except such rights as thei 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 thelfollowing minimum requirements: 9.5.1 The insura ce company must be duly licensed and authorized by the Department of Insurance of the State of F orida to transact the appropriate insurance business in the State of Florida. A -16 Packet Page -2821- 9.5.2 The insura or higher. 12/13/2011 Item 16.E.1. company must have a current A. M. Best financial rating of "Class VI" ARTICLE 10 RVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANTS own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other lierson or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the pric r written approval of the OWNER. No provision of this Agreement shall, however, be construed a constituting an agreement between the OWNER and any such other person or firm. Nor shall nything in this Agreement be deemed to give any such party or any third party any claim or right o action against the OWNER beyond such as may then otherwise exist without regard to this Agre *ment. 10.2 Attached to each Nork Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the a ached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subco tractor 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'$ 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 extenIt of the Services to be performed by the subconsultant or subcontractor, to A -17 Packet Page -2822- 12/13/2011 Item 16.E.1. be bound to the CONSUL ANT by the terms of this Agreement and any subsequently issued Work Order, and to assume to and the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsul ant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agre ment, and any subsequently issued Work Order, with respect to the Services to be performec by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsult nt or subcontractor to enter into similar agreements with its sub- subconsultants or sub - subcontractors. 10.4 CONSULTANT ack6owledges and agrees that OWNER is a third party beneficiary of each contract entered into bets een CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement hall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. 11.1 CONSULTANT'S ARTICLE 11 WAIVER OF CLAIMS nce of final payment for Services provide under any Work Order shall constitute a full waiver of 4ny and all claims, except for insurance company subrogation claims, by it against OWNER arising o�t of the Work Order or otherwise related to those Services, and except those previously made in CONSULTANT in its final CONSULTANT'S Servi OWNER'S rights against ng in accordance with the terms of this Agreement and identified by for the subject Work Order as unsettled. Neither the acceptance of nor payment by OWNER shall be deemed to be a waiver of any of SULTANT. A -18 Packet Page -2823- 12/13/2011 Item 16.E.1 ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is 4 fixed term contract for the professional services of CONSULTANT. It is agreed that either party Agreement by giving to termination. Upon this . shall have any further termination, except that shall proceed to comp 12.2 CONSULTANT s be considered cause for shall at any and all times have the right and option to terminate this other party not less than thirty (30) days prior written notice of such :ment being so terminated by either party hereto, neither party hereto :s or obligations under this Agreement subsequent to the date of ices specified to be performed under a previously issued Work Order, under the terms of this Agreement. be considered in material default of this Agreement and such default will ER to terminate this Agreement and any Work Orders in effect, in whole or in part, as fu her set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or s directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefi of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) ONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any V1 ork Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreemeni and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) alendar days written notice of the material default. A -19 Packet Page -2824- 12.3 If, after notice of determined for any that OWNER otherwise 12/13/2011 Item 16.E.1. ination of this Agreement as provided for in paragraph 12.1 above, it is that CONSULTANT was not in default, or that its default was excusable, or 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 terminat on provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall bp the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding allything 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 ause upon seven (7) calendar days written notice to CONSULTANT. In the event of such terminate n 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 CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be perfo coed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination Eind 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, include g those described in Section 6, that are in CONSULTANT'S possession or under its control arising oot of or relating to this Agreement or any Work Orders. A -20 Packet Page -2825- 12.6 The OWNER s provided by CONSULT notice of such s 12/13/2011 Item 16.E.1. have the power to suspend all or any portions of the Services to be hereunder upon giving CONSULTANT two (2) calendar days prior written . 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 accordanc4 with the procedures set forth in Article Four herein. 12.7 In the event (i) 0 NER 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 his failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons pe rming portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent tb 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 �ays' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. A -21 Packet Page -2826- 13.1 CONSULTANT repro direct or indirect, which hereunder. CONSULT) employed to perform 14.1 No modification or in writing and executed by 15.1 All notices require( the OWNER shall be in Service Department, first c address of record: 12/13/2011 Item 16.E.1. ARTICLE 13 CONFLICT OF INTEREST ants that it presently has no interest and shall acquire no interest, either ild conflict in any manner with the performance of Services required further represents that no persons having any such interest shall be Services. ARTICLE 14 MODIFICATION age in this Agreement shall be valid or binding upon either party unless party or parties intended to be bound by it. ARTICLE 15 NOTICES AND ADDRESS OF RECORD made pursuant to this Agreement to be given by the CONSULTANT to ig and shall be delivered by hand, by fax, or by United States Postal ;s mail service, postage prepaid, addressed to the following OWNER'S Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3327 Tamiami Trail East Naples, Fl. 34112 ;ntion: Stephen Y. Carnell, Purchasing /GS Director Telephone: 239- 252 -8407 Fax: 239 - 252 -6584 A -22 Packet Page -2827- 15.2 All notices CONSULTANT shall be States Postal Service 12/13/2011 Item 16.E.1. I or made pursuant to this Agreement to be given by the OWNER to the in writing and shall be delivered by hand, by fax or by the United artment, first class mail service, postage prepaid, addressed to the following CONSULTANT'$ address of record: RNR Consulting 1111 Superior Avenue, Suite 1330 Cleveland, OH 44114 Telephone: 216- 621 -8977 Attention: Holly Julius Either party may change its address of record by written notice to the other party given in accordance with requirements of this i 16.1 CONSULTANT, in ARTICLE 16 MISCELLANEOUS representing OWNER, shall promote the best interests of OWNER and assume towards OWNERS a duty of the highest trust, confidence, and fair dealing. 16.2 No modification, *iver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 16.3 This Agreement 1s not assignable, or otherwise transferable in whole or in part, by CONSULTANT without 16.4 Waivers by either be a waiver of any other Agreement. prior written consent of OWNER. of a breach of any provision of this Agreement shall not be deemed to lbreach and shall not be construed to be a modification of the terms of this A -23 Packet Page -2828- 16.5 The headings of Agreement are for the 12/13/2011 Item 16.E.1. Articles, Schedules, Parts and Attachments as contained in this of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 16.6 This Agreement, in�luding the referenced Schedules and Attachments hereto, constitutes the entire agreement betweenj 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. 16.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any Work Order that extends beyond the expiration date of this Agreement will remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 16.8 This Agreement m�y be simultaneously executed in several counterparts, each of which shall be an original and all of 16.9 This Contract co contract as if herein set Specifications /Scope of Schedule C — Insurance 17.1 This Agreement and by such laws, rules ich shall constitute but one and the same instrument. of the attached component parts, all of which are as fully a part of the verbatim: Contractor's Proposal, Insurance Certificate, RFP #11 -5735 (ices, Schedule A — Work Order, Schedule B — Fee Schedule and ARTICLE 17 APPLICABLE LAW be governed by the laws, rules, and regulations of the State of Florida, regulations of the United States as made applicable to Services funded A -24 Packet Page -2829- 12/13/2011 Item 16.E.1. 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 matters. 18.1 Prior to the disputes between the pa unty, Florida, which courts have sole and exclusive jurisdiction on all such ARTICLE 18 DISPUTE RESOLUTION of any action or proceeding permitted by this Agreement to resolve the parties shall make a good faith effort to resolve any such disputes by negotiation. The neg tiation 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 deposit ons in any litigation between the parties arising out of this Agreement, the parties shall attempt to re olve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the Itate of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision- making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit tc mediation as required hereunder, the other party may obtain a court order requiring mediation under 4ection 44.102, Fla. Stat. 18.2 Any suit or action rought 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 cou s have sole and exclusive jurisdiction on all such matters. A -25 Packet Page -2830- 19.1 By executing and f without exception or stipu Immigration Reform and C relating thereto, as either i referenced herein shall cor to unilaterally terminate thi. IN WITNESS WHEREOF, On -Call Project Manager ATTEST: Dwight E. Brock, Clerk By: Date: Approved as to form and legal sufficiency: Assistant County Attorney Witness Typed Name and Title Witness Typed Name and Title 12/13/2011 Item 16.E.1. ARTICLE 19 IMMIGRATION LAW COMPLIANCE itering into this agreement, the CONSULTANT is formally acknowledging ition that it is fully responsible for complying with the provisions of the mtrol Act of 1986 as located at 8 U.S.G. 1324, et sea. and regulations lay be amended. Failure by the CONSULTANT to comply with the laws ,titute a breach of this agreement and the County shall have the discretion agreement immediately. parties hereto have executed this Professional Services Agreement for for information Technology the day and year first written above. � p4 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Fred W. Coyle, Chairman RAHIM, INC. d/b /a RNR MNSULTING By: Typed Name and Title A -26 Packet Page - 2831 - 12/13/2011 Item 16.E.1. SCHEDULE A WORK ORDER # Agreement for On -Call Project Management for IT, Dated: 2011 (RFP 11 -5735) This Work Order is for professio ial Information Technology Project Management for IT services for work known as: Project Name: Project No: The work is specified in the proposal dated 200 which is attached hereto and made a part of this Work Order. In accordance with TerrT s and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in IJ a attached proposal and the following: • Task - * Task II - = Task III Schedule of Work: Complete work within days from issuance of the Notice to Proceed. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): Negotiated Lump Sum Lump Sum Plus Reimbursable Costs Time & Material (established hourly rat — Schedule A) Cost Plus Fixed Fee, as provided in the attached proposal. (Define which method will be used for w iich tasks) Task 1 $ Task II $ Task III $ TOTAL FEE $ Any change made subsequeni to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement. PREPARED BY: name anc title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company narr e Signatu a of Authorized Company Officer Date Ty e or Print Name and Title A -27 Packet Page -2832- "On Position Contract Manager Senior Manager Subject Matter Expe Project Manager Application Analyst Analyst 12/13/2011 Item 16.E.1. SCHEDULE B Collier County Fee Schedule RFP 11 -5735 Project Management for Information Technology" On -Site Hr Rate $185 $185 $185 $150 $100 $100 Off -Site Hr Rate $185 $185 $185 $150 $100 $100 This list is not intended to be all- inclusive. Hourly rate fees for other categories of professional, sur port and other services shall be mutually negotiated by the County and firm on a project by project basis as needed. B -1 Packet Page -2833- 12/13/2011 Item 16.E.1. SCHEDULE C INSURANCE COVERAGE (1) The 3mounts 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 dedu tibles 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 r4tentions or deductibles and provide satisfactory evidence of financial responsibility for s ch obligations. All self- insured retentions or deductibles will be CONSULTANT'S s le responsibility. (2) The i surance required by this Agreement shall be written for not less than the limits specified erein or required by law, whichever is greater. (3) Covetages shall be maintained without interruption from the date of commencement o the Services until the date of completion of all Services required hereunder or as sp cified in this Agreement, whichever is longer. (4) Sim neously with the execution and delivery of this Agreement by CONSULTANT, :NSULTANT has delivered properly executed Certificates of insurance (3 copie�) 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 contain a provision that coverages afforded under the policies will not be canceled or C -1 Packet Page -2834- 12/13/2011 Item 16.E.1. allowed to expire u til at least thirty (30) days prior written notice has been given to the OWNER. CONSU TANT shall also notify OWNER, in a like manner, within twenty -four (24) hours after material change in nothing contained notice. In the even CONSULTANT of any notices of expiration, cancellation, non - renewal or coverages or limits received by CONSULTANT from its insurer, and herein shall relieve CONSULTANT of this requirement to provide t of a reduction in the aggregate limit of any policy to be provided by -eunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All in urance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this A reement does not constitute approval or agreement by the OWNER that the insurance equirements have been satisfied or that the insurance policy shown on the Certificate OT Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the 1completion of the subconsultant's services, insurance of the types and to the limits I specified in this Section except to the extent such insurance requirements for th� subconsultant are expressly waived in writing by the OWNER. (8) Shou d at any time the CONSULTANT not maintain the insurance coverages require herein, the OWNER may terminate the Agreement and any Work Orders issued purE to the Agreement or at its sole discretion shall be authorized to C -2 Packet Page -2835- purchase such 12/13/2011 Item 16.E.1. 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 un er this Agreement or any other agreement between OWNER and CONSULTANT. Th a OWNER shall be under no obligation to purchase such insurance, nor shall it be res onsible for the coverages purchased or the insurance company or companies used. he 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 thelinitial, or any subsequently issued Certificate of Insurance expires prior to the comp etion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal r replacement Certificate(s) of Insurance not later than three (3) business days afte the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT anc OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Ac reement? X Yes No (10) Workers' Compensation and Employers' Liability Insurance shall be maintained by the PONSULTANT during the term of this Agreement for all employees engaged in the Florida. The amou under this Agreement in accordance with the laws of the State of of such insurance shall not be less than: C -3 Packet Page -2836- 12/13/2011 Item 16.E.1. a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability $100,000 Each Accident X $500,000 Single Limit Per Occurrence $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (11) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (12) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable _X_ Not Applicable (13) 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 (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including C-4 Packet Page -2837- Completed Op( and Completed five (5) years fo under this Agreei 12/13/2011 Item 16.E.1. i§ns and Products and Completed Operations Coverage. Products coverage shall be maintained for a period of not less than the completion and acceptance by the OWNER of the work Limits of Liability shall not be less than the following: General Aggr gate $300,000 Prod ucts/Cor ipleted Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurr nce $300,000 Fire Damage $ 50,000 General Aggr gate $500,000 Products /Co pleted Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 _X General Ag regate $1,000,000 Each Occurr nce $1,000,000 (2) The G aneral Aggregate Limit shall apply separately to this Project and the policy shall be endc rsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. Tha General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deducti les or self- insured retentions shall be the sole responsibility of CONSULTANT. D ductibles or self- insured retentions carried by the CONSULTANT shall be subject to t$e approval of the Risk Management Director or his designee. (3) The Additional Insured to any similar ER, Collier County Government, shall be named as an the policy shall be endorsed that such coverage shall be primary carried by the OWNER. C -5 Packet Page -2838- (4) Cove property damage c (5) W SUBCONSULT, shown in subpc this Agreement. 12/13/2011 Item 16.E.1. shall be included for explosion, collapse or underground -aft Liability coverage shall be carried by the CONSULTANT or the in limits of not less than the Commercial General Liability limit ph (1) above if applicable to the completion of the Services under Applic ble X_ Not Applicable (6) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTAW in limits of not less than $5,000,000 each occurrence if applicable to the completion o the Services under this Agreement. ble _X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this A reement? _X_ Yes No (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 thin: X B dily Injury & Property Damage - $ 500,000 Bodil Injury & Property Damage - $1,000,000 C -6 Packet Page -2839- 12/13/2011 Item 16.E.1. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_ Yes No (2) 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 thi Agreement. CONSULTANT waives its right of recovery against OWNER as to any Maims under this insurance. Such insurance shall have limits of not less than: _X_ $ 500,000 each claim and in the aggregate $1,000 000 each claim and in the aggregate $2,000 000 each claim and in the aggregate $5,000 000 each claim and in the aggregate (1) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT Deductible amounts are subject to the approval of the OWNER. (2) The CONSULTANT shall continue this coverage for a period of not less than five (5) years Vlowing completion of all Services authorized under this Agreement. (3) 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 fo and during the term of this Agreement and for five (5) years thereafter. CONS LTANT shall promptly submit Certificates of Insurance providing for an unqualified writton notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT sh II also notify OWNER by certified mail, within twenty -four (24) hours C -7 Packet Page -2840- 12/13/2011 Item 16.E.1. after receipt, of ani notices of expiration, cancellation, non - renewal or material change in coverages or lim is 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 sh II immediately take steps to have the aggregate limit reinstated to the full extent pennitted 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. (1) L the CONSULT Commercial UMBRELLA LIABILITY alla Liability may be maintained as part of the liability insurance of and, if so, such policy shall be excess of the Employers' Liability, al Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The olicy shall contain wording to the effect that, in the event of the exhaustion of any nderlying limit due to the payment of claims, the Umbrella policy will "drop down" to y as primary insurance. C-8 Packet Page -2841-