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Backup Documents 09/11-12/2012 Item #11E11E Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252-5270 FAX: (239) 252 -6549 Email: NicoleParkerct colliergov.net Memorandum Subject: Contract #11 -5782 "Wastewater Basin A alyses (Basin #3)" Date: September 11, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on September 11, 2012 agenda item 11.E. The County is in the process of executing this contract with CDM Smith, Inc. Please review the Insurance Certificate(s) for the referenced Contract. • ff the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any qu( Insuranc and P Manager Ri ina please contact me ds information. Date DATE RECEIVED SEP 12 2012 RISC WOU 11" 1-�t - 175�wk-v, (Please route to County Attorney via attached Request for Legal Services) �pC t G /Acquisitions /AgentFormsand Letters /RiskMgmtReviewofl nsurance4 /15/2010/16109 11E �, MEMORANDUM Date: October 12, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #11 -5782 "Wastewater Basin Analysis (Basin #1)" Contractor: CDM Smith, Inc. Attached is an original copy of the contract referenced above, (Item #11E) approved by the Board of County Commissioners on September 11, 2012. The second original document will be held on file in the Minutes and Record's Department for the Board's Official Record. If you have any questions, please contact me at 252 -8406. Thank you. Attachment Smith CERTIFICATE 11E I, Robert W. McCarthy, Treasurer of CDM Smith Inc., a Massachusetts corporation, hereby certify that Jeffrey Nash, holds the position of Regional Manager which entitles Mr. Nash to execute, and deliver proposals, contracts and agreements for the performance of professional services in the name and on behalf of CDM Smith Inc. with a value up to $5 million. Furthermore, Mr. Nash may be delegated authority to execute proposals, contracts and agreements for the performance of professional services in the name and on behalf of CDM Smith Inc. in excess of $5 million. I further certify that the foregoing is consistent with the Contract Signing Authority Policy and with the By -laws of the said corporation. IN WITNESS WHEREOF, I have executed this certificate and have caused the corporate seal of CDM Smith Inc. to be hereunder affixed on this 17th day of September 2012. ` 1970 — o Treasurer of the Corporation www.sunbiz.org - Department ^f State Home Contact Us E- Filing Services Previous on List Next on List Return To List Events Name History Detail by Entity Name Foreian Profit Corporation CDM SMITH INC. Filing Information Document Number 832235 FEI /EIN Number 042473650 Date Filed 04/23/1974 State MA Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 12/15/2011 Event Effective Date NONE Principal Address ONE CAMBRIDGE PLACE 50 HAMPSHIRE STREET CAMBRIDGE MA 02139 US Changed 04/12/2000 Mailing Address ONE CAMBRIDGE PLACE - ATTN: LEGAL DEPT. 50 HAMPSHIRE STREET CAMBRIDGE MA 02139 US Changed 01/31/2011 Registered Agent Name & Address C T CORPORATION SYSTEM 8751 WEST BROWARD BLVD. PLANTATION FL 33324 US Officer /Director Detail Name & Address Title CHB FOX, RICHARD D 50 HAMPSHIRE STREET CAMBRIDGE MA 02139 Title S LACKMAN, JAMES S 50 HAMPSHIRE STREET CAMBRIDGE MA 02139 Title P MANNING, JOHN D 50 HAMPSHIRE STREET 1 V � of 3 -4 Document Searches Forms Help Entity Name Search Submit http: / / www.sunbiz.org/ scripts /cordet.exe? action= DETFIL &inq_doc_ number =83223 5 &inq_... 8/7/2012 www.sunbiz.org - Department -f State Page 2 of 3 11E CAMBRIDGE MA 02139 Title T MCCARTHY, ROBERT W 50 HAMPSHIRE STREET CAMBRIDGE MA 02139 Title D STEVENSON, HOWARD H 31 FAYERWEATHER STREET NESHANIC STATION NJ 08853 Title D SHEA, PAUL R 555 17TH STREET DENVER CO 80202 Annual Reports Report Year Filed Date 2010 01/13/2010 2011 01/31/2011 2012 03/19/2012 Document Images 03/19/2012 -- ANNUAL REPORT View image in PDF format 12/15/2011 -- Name Change View image in PDF format View image in PDF format 01/31/2011 -- ANNUAL REPORT r View image in PDF format 01/13/2010 -- ANNUAL REPORT 01/30/2001 --ANNUAL REPORT View image in PDF format 05/26/2009 -- ANNUAL REPORT View image in PDF format 01/1312009 -- ANNUAL REPORT View image in PDF format View image in PDF format 01/03/2008 --ANNUAL REPORT View image in PDF format View image in PDF format 01/04/2007 -- ANNUAL REPORT View image in PDF format 04/06/2006 -- ANNUAL REPORT View image in PDF format 01/10/2005 --ANNUAL REPORT 01/26/2004 -- ANNUAL REPORT View image in PDF format 12/11/2003 -- Merger. View image in PDF format 01/16/2003 -- ANNUAL REPORT r View image in PDF format 01!17/2002 -- ANNUAL REPORT View image in PDF for 01/30/2001 --ANNUAL REPORT View image in PDF format 04/12/2000 -- ANNUAL REPORT View image in PDF format 03/29/1999 -- ANNUAL REPORT View image in PDF format 04/21/1998 -- ANNUAL REPORT View image in PDF format 05/06/1997 -- ANNUAL REPORT 05/01/1996 --ANNUAL REPORT View image in PDF format 02/14/1995 -- ANNUAL REPORT View image in PDF format Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List Entity Name Search http: / / www.sunbiz.org/ scripts /cordet.exe? action= DETFIL &inq_doc_ number =83223 5 &inq_... 8/7/2012 www.sunbiz.org - Department -f State Events Name History Home i Contact us i Document Searches I E- Filinq Services i Forms I Help i CopvriahtOc and Privacv Policies State of Florida, Department of State Pa e 3 of 3 11 Sulamit http: / /www.sunbiz.org /scripts /cordet.exe? action= DETFIL &inq_doc_ number =83223 5 &inq_... 8/7/2012 11E Contract. #11 -5782 Wastewater Basin Analyses PROFESSIONAL SERVICES AGREEMENT For BASIN #1 Master Pump Station (MPS) Basin 101 - Naples Park (Gulfshore Drive and Naples Park); (Area located North of Vanderbilt Beach Road, West of US 41 and South of 111th Street) THIS AGREEMENT is made and entered into this 4tLk day of �� ;, Up,,—, 2012 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 CDM Smith, Inc., authorized to do business in the State of Florida, whose business address is 2180 West 1St Street, Suite 400, Ft. Myers, FL. 33901 (hereinafter referred to as the "CONSULTANT "). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Engineering Consulting Services of the CONSULTANT concerning Wastewater Basin Analyses (Basin 1) (hereinafter referred to as the "Project "), said services being more fully described in Schedule A, "Scope of Services ", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. I 11E NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting Services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation ", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and /or retain only qualified personnel to provide such services to OWNER. I I E 1.5. CONSULTANT designates Paul Pinault a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the 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 3 11E 14 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 Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amounts 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. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the services to be rendered by CONSULTANT hereunder, 4 11E 14 and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior to starting such services. OWNER will not be 5 11E responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to 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 this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.1. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for OWNER'S use. C 11E 14 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. 11E " ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, s 11E 4 specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with Schedule C, attached hereto and made a part hereof. Time is of the essence with respect to the performance of this Agreement. The term of this contract shall be for sixty (60) days following the final acceptance of the construction project associated with this agreement and no longer than six (6) years, unless with prior approval by the Board of County Commissioners. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the 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 9 11E -4 causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the 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 this Agreement or any payment issued by OWNER to 10 11E CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation ", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ( "Project Documents "). 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 on this II 11E Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. 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 SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. 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. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida 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 12 11E "' 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 NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 13 11E 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County. 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. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 14 I I E 11 ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the 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 as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F 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 be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each 15 11E " subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement 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. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 16 11E ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by 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, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to 17 11E that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. 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. 12.5. 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. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty -five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, 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 this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the 18 11E Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. 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 Agreement 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. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement 19 11E price was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department 3327 Tamiami Trail East Naples, FL. 34112 Attention: Director of Purchasing / General Services Phone: 239 - 252 -8407 Fax: 239 - 732 -0844 16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the 20 11E United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: CDM Smith, Inc. 2180 West 1 st Street, Suite 400 Ft. Myers, FL. 33901 Attn: Paul Pinault Telephone: 239 - 938 -9600 Fax: 239 - 339 -6418 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 21 11E 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all 'representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS RFP # 11 -5782 TERMS AND CONDITIONS 22 11E ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT /PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth -In- Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services 23 11E to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision - making authority and by 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. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 24 11E ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. * * * * * * * * * * * * * * ** *Remainder of page intentionally left blank * * * * * * * * * * * * * * * * * * * * * * * ** 25 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Engineering Consulting Services concerning Wastewater Basin Analyses (Basin 1) the day and year first written above. ATTEST: FOR Dwight.. Brock,, Glen B Y Date: A�"'*r>-- Witness L00 15e- 64LA+0 Typed /Printed Name and Title Qt�'Ij 9 Witness PI �, A- OSc Typed /Printed Name and Title Approved as to form and le 7ufficienc Scott Teach Deputy County Attorney 26 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, By: Fred W. Coyle, Chairman CDM Smith, Inc. By: a&=3 Jeffrey W. Nash, Vice President Typed /Printed Name and Title 11E 11E SCHEDULE A SCOPE OF SERVICES SCOPE OF SERVICES 1. DESCRIPTION OF PROJECT: 1.1. The basin region is described below: Basin #1 Master Pump Station (MPS) Basin 101 - Naples Park (Gulfshore Drive and Naples Park); (Area located North of Vanderbilt Beach Road, West of US 41 and South of 111th Street) PROJECT BACKGROUND The Naples Park Wastewater Service Basin is primarily residential with a few commercial properties. The general boundary of the basin is north of Vanderbilt Beach Road, south of 111th Street (Immokalee Road), between US 41 and the Gulf of Mexico. There are two large platted areas within this wastewater basin region: Naples Park and Conner's Vanderbilt Beach Estates, from east to west, respectively. Baker Carroll Point is located in the northwest area of the region and Vanderbilt Beach Center is located in the southwest area. Developed initially in the late 1970s, this area was an original franchise utility area. This area is served by the Master Pump Station (MPS) 101.00. The MPS, is fenced, and includes odor control. There are 19 County owned pump stations within this basin (not including the MPS). In addition, there are 3 private pump stations in this basin. The private pump stations do not have flow data, so measurement of flow from them will be estimated based on the pump curves and run times, assuming this information is available, to support the overall basin performance. In general, pump stations are located close to residential structures. All stations (excluding the private pump stations) have telemetry and below ground valve vaults. None of the sites have fencing (except for the MPS); however, all panels and hatches are locked. Many of the sites do not have landscaping buffers. The Naples Park Basin includes both gravity mains (35 miles) and force mains (7 miles). The materials of construction for the mains include cast iron, ductile iron, polyvinyl chloride (PVC) and some unknown materials ranging in size from 4 inches to 20 inches. Portions of this basin were relined previously. The materials of construction of the force mains will have an impact on the methodologies selected for the physical inspection of them. Given the proximity of Naples Park to the Gulf of Mexico and its low lying nature, the area is known to flood and have stormwater ponding after wet weather events. The collection system in this area has had wet weather related overflows from manholes and to a lesser degree pump stations. SCOPE OF WORK Following is a description of the services to be provided: 27 11E • Task 1 - Project Progress Meetings • Task 2 - Determine Pump Station Service Areas • Task 3 - Estimate Theoretical Wastewater Flows • Task 4 - Determine Build Out Flow Conditions • Task 5 - Determine Current Wastewater Flows and Pump Station Operation • Task 6 — Physical Survey of Force Mains • Task 7 — Pump Station Service Area Exhibits • Task 8 — Individual Pump Station Technical Memorandum • Task 9 — Pump Station Evaluations • Task 10 — Evaluation to Convert Force Mains to Gravity Sewers, Force main Evaluation and Interconnect Improvements • Task 11— Bid documents for Pump Station, Sewer and Force Main Improvements TASK 1- PROJECT PROGRESS MEETINGS For budgeting purposes, the time of completion for the first phase of this project is assumed to be 52 weeks from notice to proceed. Bi- weekly meetings with OWNER representatives will be conducted, as requested by the Program Manager, throughout the program to keep the OWNER informed of the project progress, to make certain that the CONSULTANT is productively conducting its consulting services and to obtain input and direction as required for outstanding project issues. A firm day and time will be established for all bi- weekly meetings. Meeting objectives will be to provide progress updates and reach decisions on pertinent issues relative to the specific topics being addressed. Progress meetings may be held with other selected engineering firms in order to effectively coordinate the work effort associated with this program. In addition, CONSULTANT will conduct a workshop to present initial data findings and include a session to review the OWNER's inputs, concerns and issues for the study area. The goal of the workshop will be to avoid duplication of effort, maximize the use of the OWNER's existing data, coordinate the data management plan, and establish and maintain consistent standards for data management activities with the OWNER's existing efforts. The workshop will also provide a forum to develop a consensus about design criteria, project documentation (standards and conventions), data verification /validation, and data conversion, storage, and display. For each meeting, the CONSULTANT will prepare and distribute an agenda and minutes incorporating agenda items and meeting minute corrections provided by the OWNER. Agendas will be submitted to the OWNER at least two days prior to the meeting. Draft minutes will be submitted to the OWNER no more than three (3) working days following each meeting; OWNER will provide comments no more than three working days after receipt of draft minutes. TASK 2 - DETERMINE PUMP STATION SERVICE AREAS CONSULTANT will coordinate with the appropriate OWNER staff to collect available data pertaining to the 20 pump stations within the wastewater basin study area. Additionally, CONSULTANT will obtain 28 11E and evaluate pertinent information for the gravity and collection system within the wastewater basin study area. To develop the preliminary determination of service areas, CONSULTANT will obtain and review the following information as- available and provided by the OWNER: ■ Wastewater project record drawings and as built drawings for the wastewater basin ■ Information on location and amount of sanitary sewer overflows ■ Information on historically flooded streets ■ GIS layers for the wastewater collection system and water distribution system ■ Wastewater collection system model ■ 2008 Wastewater Master Plan Update ■ 2008 Water Master Plan Update A determination of the service area (sub- basin) for each pump station will be made under this task based on existing records and information. A sub -basin service area map will be generated in GIS. An exhibit illustrating the determination of the service area for each pump station will be prepared and provided to the OWNER. A deliverable for this task will be a disk with the following: • Summary table of the information review including the original design information as it pertains to each pump station within the study area • Available record drawings for each pump station within the study area • Sub -basin map and applicable GIS shape files TASK 3 - ESTIMATE THEORETICAL WASTEWATER FLOWS CONSULTANT will determine theoretical wastewater generation for each pump station service area based on current land use and zoning. To develop an estimate of the theoretical wastewater generation for each pump station, the CONSULTANT will use the information obtained under Task 2 and Task 4. The theoretical estimate will be based on typical unit flows by development type (residential, commercial, industrial etc.). A table summarizing the theoretical current and ultimate wastewater generation for each pump station service area will be prepared and provided to the OWNER. The theoretical estimates for each pump station will be incorporated into the technical memorandum for said pump station to be developed under Task 9. TASK 4 - DETERMINE BUILD OUT FLOW CONDITIONS The CONSULTANT will estimate potential build out /ultimate wastewater flow generation for vacant land by assuming potential zoning designation consistent with historic rezoning trends. To develop an estimated theoretical build out flow, all necessary information to confirm the build out flow conditions 29 11E for each pump station, both public and private, will be provided by the OWNER and utilized. This will include the following documents, where available: • FDEP permit files for each lift station to identify the original design flow • Existing and future land use maps • Existing zoning maps • Existing and proposed (if known) planned unit developments (PUDs) • Growth Management Division (GMD) or other approved wastewater pump station plans The deliverable for this task will be an Excel spreadsheet identifying each pump station's: 1) design flow based on residential address counts and commercial square footage, 2) estimated flow generation, and 3) build outflow. TASK 5 - DETERMINE CURRENT WASTEWATER FLOWS AND PUMP STATION OPERATION CONSULTANT will determine current wastewater flow generation including peak wet weather flow for each pump station service area based on SCADA information provided by OWNER or other methods acceptable to the CONSULTANT and the OWNER. To evaluate the current flows and operation of each pump station, the CONSULTANT will obtain and review the following information as- available and provided by the OWNER: • Pump station level, flow and run time data collected through the OWNER SCADA network (limited to last 3 years) • Pump station power consumption based on bills from power company (limited to last 3 years) • Collection system and pump station operation and maintenance records (limited to last 3 years) • Customer complaint records (limited to the last 3 years) In addition, the CONSULTANT will carry a cost for the installation of flow meters at each pump station to determine the current wastewater flows. The flow metering effort will include temporary installation, maintenance, and data collection of flow meters that will be completed by ADS following their scope of work, which is included as Exhibit A. The ADS scope of work and budgeted fee includes monitoring for two periods (one 30 day period in the 2012 dry season and one 30 day in the 2013 wet season). The ADS work will only be performed upon approval of the OWNER. TASK 6 — PHYSICAL SURVEY OF FORCE MAINS The CONSULTANT will evaluate the condition of ferrous force mains located within the basin. CONSULTANT will contract the services of a pipeline condition evaluation firm. (Note: Budget for this subtask is based on inspecting seven locations. As- needed, additional locations will be added with the OWNER's concurrence for an additional fee.) This task will be completed by InfraMetrix following their scope of work included as Exhibit B. TASK 7 — PUMP STATION SERVICE AREA EXHIBITS 30 11E CONSULTANT will prepare exhibits for each pump station service area illustrating the pump station service area and the associated existing and future land use and zoning. This task will be completed as part of task 2. TASK 8 — INDIVIDUAL PUMP STATION TECHNICAL MEMORANDUM CONSULTANT will prepare a signed and sealed Technical Memorandum for each pump station service area identifying: ■ The original design capacity and flow ■ Existing pump station run time information ■ Projected build out capacity and flow requirements This task will be completed under Task 9. TASK 9 - PUMP STATION EVALUATIONS Subtask 9.1- Pump Station Field Evaluation Form Development As part of the CONSULTANT's proposal, a typical field evaluation form was provided for illustration purposes. Work under this task includes finalization of the pump station field evaluation form and obtaining OWNER approval prior to initiating field inspection work. The form is to include procedures for determining the pumping rate and efficiency and sheets for recording the civil, structural, mechanical, HVAC, electrical and instrumentation analysis results. These latter sheets will have blocks for affixing the professional engineer's stamp and signature. There will also be jackets in the forms for insertion of hard copies and CADD file CDs for as built, survey, easement drawings, pump data sheets and other 0 &M related documents. Subtask 9.2 - Pump Station Field Evaluations The CONSULTANT will perform a comprehensive field analysis of Pump Stations and the MPS as listed below pursuant to the approved pump station field evaluation form developed in TASK 9.1. The field team will consist of a civil /mechanical engineer, structural engineer, an electrical engineer, HVAC engineer (where applicable) and an instrumentation engineer (where applicable) all experienced with water /wastewater facilities. All engineers will be registered professional Engineers in the State of Florida. All field work performed will be signed and sealed by Engineers performing the work. The pump station checklist will be used to record data collected during the site visits. Collected data will cover, but not necessarily be limited to, items such as: 1. The structural, electrical, civil, mechanical, HVAC and instrumentation conditions. Electrical field reviews will cover power and grounding systems, site lighting, power feed (above - ground vs. underground), feed size, emergency power supply and related site electrical items). 2. Availability of fiber optic connections. 3. Flow meter and by -pass assemblies (where applicable). 31 11E 4. Odor control condition, size and type (where applicable). 5. Potential for bypass pumping. 6. Presence of a system for grease reduction. 7. Pump controls and communication including control panels, programmable logic controllers (if present), variable frequency drives (if present), and radio feed and tower location. 8. Pump motor energy efficiency. 9. Site access. 10. Wet well ventilation. 11. Water and irrigation quality water service availability. The forms will be filled out for the Master Pump Station and the following Pump Stations: • PS 101.00 (Master) • PS 101.03 • PS 101.07 • PS 101.08 • PS 101.09 • PS 101.10 • PS 101.11 • PS 101.12 • PS 101.13 • PS 101.14 This task includes using a hydraulic model to identify pumps that may be incorrectly sized for current or future system conditions within the manifolded subsystems within the Basin. The CONSULTANT will use WaterGems for the model. Subtask 9.3 - Pump Station Surveys and Easement Ownership Confirmation The CONSULTANT will use registered land surveyors to stake out the easements and /or property boundaries of each pump stations listed in Subtask 9.2 and to collect and record the limits of the boundary as well as the physical location of the existing pump station components. This will provide the information required to assess the adequacy of performing the requested improvements to the Level 3 Pump Stations and others in the list that may require upgrading. The surveyors will utilize the services of Sunshine State One -Call System to locate and record the location of existing utilities to determine pipe ownership (water, irrigation quality water, gas, electric, force mains, etc.) prior to performing any field survey efforts. A key output of the survey work will be 32 11E the confirmation that the pump stations and appurtenances are fully located inside a legal easement owned by or issued to the Collier County Water Sewer District. The CONSULTANT will provide a detailed survey sketch for each listed pump station of all above ground features, including landscaping within a 50 -ft radius from the pump station site including topography with both 1 -foot contours and intermediate spot elevations. The survey sketch will also locate and identify above - ground structures within 100 feet from the pump station. The CONSULTANT will also provide legal sketches and legal descriptions of required temporary and permanent easements as part of this Task if they are required. The CONSULTANT will also incorporate the services of Conroy, Conroy, Durant & Rudnick, P.A. to assess property ownership and recorded information regarding easements, as may be applicable. Conroy, Conroy, Durant & Rudnick, P.A. specializes in ownership and encumbrance property reports used to confirm easement ownership. Subtask 9.4 - Pump Data Collection and Analysis The CONSULTANT will review existing records on the listed Pump Stations to gather information and documents related to the following for inclusion in each Pump Station field form: 1. Pump Station and Master Pump Station service areas (completed under Task 2). 2. Current flows based on available SCADA data and additional measured flows either entering or leaving a pump station (completed under Task 5). 3. Pump Station As -Built information. 4. Pump Station operational data including pump run times, system maps, original design data for Pump Station sizing, system modifications which may have altered the pump station flow since the original design was performed. 5. Growth Management Division (GMD) approved wastewater Pump Station plans. 6. Projected flows based on data collected (Task 4). 7. Available storage capacity in each Pump Station collection system including storage within manholes and sewer mains up to the lowest manhole overflow level (based on existing GIS). 8. Collection System Storage Time - Determine the available response time from a Pump Station failure (high level alarm) to system overflow at current and ultimate design flows. 9. Compliance with FEMA Flood Elevations. 10. Existing utilities which may be in conflict with future improvements. 11. Existing vegetation that would require trimming and /or removal. 12. Fencing /Bollards (conditions and sufficiency for future expansion). 13. Landscaping (code considerations) and irrigation. Subtask 9.5 - Pump Station Evaluation Memorandums This task was included in Scope Revision No. 1, but has been removed from Scope Revision No. 2. Subtask 9.6 - "Fence to Fence" Evaluation Report Preparation This task was included in Scope Revision No. 1, but has been removed from Scope Revision No. 2. 33 11E TASK 10 - EVALUATION TO CONVERT FORCE MAINS TO GRAVITY SEWERS, FORCE MAIN EVALUATION AND INTERCONNECT IMPROVEMENTS Subtask 10.1- Gravity Sewer Interconnects Between Critical Manholes with SCADA System to Optimize Collection System Capacity CONSULTANT will utilize outputs from previous Tasks (e.g., high pump station wet well levels, rim elevations, invert elevations, residential unit slab elevations, etc.) to identify critical manholes that represent the best location between individual pump station sub - basins and at the existing east /west divide in Basin 101 to establish manhole interconnects. Design documents will provide a typical overflow pipe configuration with a legend and details for up to 24 interconnections. It is expected that the interconnections will be shallow overflow pipes that will require design modifications to accommodate buoyancy and wheel loading issues. TABLE 10.1 Drawings No. Cover and General 2 Civil: Plan and Details 10 Mechanical: Plan, Sections and Details 0 Structural: Plans, Sections and Details 0 Instrumentation 0 Electrical 0 Total Estimated Drawings 12 Subtask 10.2 - All unlined vitrified clay (VC) pipe and laterals lined and clean out (CO) additions (Basin Engineer to provide CEI and as -built assistance including pre and post construction certification) CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, etc.) to confirm the extent of existing VC pipe. This information will be used to assist OWNER in defining the scope of work that covers the lining of wastewater service connections and the installation of service connection cleanouts. The specifications will also require the contractor to perform the installation of cleanouts (COs) and to provide location coordinates for inclusion into the OWNER's GIS data base. The Consultant will provide construction engineering and inspection services of up to 400 hours and up to 80 hours for supporting data entry into the OWNER's GIS database and for certification. TABLE 10.2 Drawings No. Cover and General 2 Civil: Plan and Details 10 Mechanical: Plan, Sections and Details 0 Structural: Plans, Sections and Details 0 Instrumentation 0 Electrical 0 Total Estimated Drawings 12 34 11E TASK it — PRODUCTION of BID Documents for PUMP STATION, SEWER and FORCE MAIN IMPROVEMENTS Subtask 11.1— Pump Station Improvements CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, flow projections, etc.) to develop one set of contract documents that cover the following for all Pump Stations in Basin 101: • Raising pump station valve vault piping above ground • Replacing all piping inside and outside a wet well with HDPE • Providing secondary containment • Installing air release valves (ARV) on above ground piping The design for the above grade piping will provide a configuration that allows for the addition of a magnetic flow meter at a later date. Secondary containment is expected to be in the form of a man hole type structure if additional volume beyond that of the existing valve pits is required. Odor control is included. TABLE 11.1 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 Civil: Existing Site, Yard Piping, Demolition and Containment Plans and Civil Details 18 Architectural 0 Structural: Plans, Sections and Details 4 Mechanical: Plans, Sections and Details 16 Plumbing & HVAC 0 Electrical 0 Instrumentation 1 0 Total Estimated Drawings 1 40 Subtask 11.2 - Master Pump Station Improvements CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, flow projections, etc.) to develop one set of contract documents that cover the following for the Basin 101 Master Pump Station: • Raising pump station valve vault piping above ground (if required) • Replacing all piping inside and outside the wet well with HDPE (if required) • Providing secondary containment • Installing air release valves (ARV) on above ground piping (if required) • Bypass pumping capability The design for the above grade piping will provide a configuration that allows for the addition of a magnetic flow meter at a later date unless one is already installed. Secondary containment is expected to be in the form of a manhole type structure which will also serve as a bypass pump wet well. The specifications are expected to include the required portable by pass pump and level control system with 35 the required pipe connections. The use of a manhole for bypass pumping is in lieu of a permanent •1. 1 E booster pump installation. TABLE 11.2 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 Civil: Plan, Profiles and Details 6 Architectural 0 Structural: Plans, Sections and Details 4 Mechanical: Plan, Sections and Details 6 Plumbing & HVAC 0 Electrical 3 Instrumentation 2 Total Estimated Drawings 23 Subtask 11.3 —111th Street Bridge Force Main Design CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, flow projections, etc.) to develop one set of contract documents that covers the conversion of the subaqueous crossing to one mounted from the existing bridge. The main assumptions for this Task are that: • The force main record drawings clearly show where the inflection elevations are for the subaqueous crossing • Bridge record drawings are available that detail the dimensions of the abutments and beams • The bridge is amendable to the installation of roller supports and no penetration of beams or cross beams is required • There are no restricting permit issues • There is room for the installation of an ARV (if required) TABLE 11.3 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 Civil: Plan, Profiles and Details 3 Architectural 0 Structural: Plans, Sections and Details 4 Mechanical: Plan, Sections and Details 5 Plumbing & HVAC 0 Electrical 0 Instrumentation 0 Total Estimated Drawings 14 Subtask 11.4 —Pump Station Rehabilitation CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, flow projections, etc.) to develop one set of contract documents that covers the rehabilitation of the following Pump Stations: • PS 101.03 (Old Vanderbilt Inn) • PS 101.12 • PS 101.13 • PS 101.14 The design for the above grade piping will provide a configuration that allows for the addition of a magnetic flow meter at a later date. Secondary containment is expected to be in the form of a manhole type structure 36 which will also serve as a bypass pump wet well. The specifications are expected to include the required portable by pass pump and level control system with the require pipe connections. The use of a man holfol bypass pumping is in lieu of a permanent booster pump installation. TABLE 11.4 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 Civil: Plan, Profiles and Details 6 Architectural 0 Structural: Plans, Sections and Details 6 Mechanical: Plan, Sections and Details 10 Plumbing & HVAC 2 Electrical 6 Instrumentation 3 Total Estimated Drawings 35 Subtask 11.5 — Creekside Boulevard to Naples Park Force Main Extension CONSULTANT will utilize outputs from previous Tasks (e.g., GIS maps, record drawings, flow projections, etc.) to develop one set of contract documents that covers the extension of the Creekside Boulevard force main to the Naples park system to provide wastewater transmission flexibility (diversion of flows from the Immokalee Road corridor for maintenance and operational flexibility). This will include sizing Pump Station 101.12 to accept additional flows. TABLE 11.5 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 Civil: Plan, Profiles and Details 4 Architectural 0 Structural: Plans, Sections and Details 0 Mechanical: Plan, Sections and Details 2 Plumbing & HVAC 0 Electrical 0 Instrumentation 0 Total Estimated Drawings 8 Subtask 11.6 — Finger Street Sewer System Replacement CONSULTANT will perform an evaluation on the existing force mains and gravity lines on the 14 "finger" streets west of Vanderbilt Drive and prepare bid documents for their replacement. It will be determined if the force mains located on Flamingo Avenue, Heron Avenue, Egret Avenue and Conners Avenue can be converted to gravity mains and the pump stations abandoned. The design documents will consist of plan and profile sheets for the 14 "finger" streets, a modified Pump Station 101.07 and plan and profile sheets for the associated section of gravity sewer and force main along Vanderbilt Drive. It is assumed that it will be possible to deepen Pump Station 101.7 the gravity line serving the existing pump stations and that the existing force main from Pump station 101.07 to Master Pump station 101.00 can be reused with only minor modifications. TABLE 11.6 Preliminary List of Drawings (Included in Budget) No. Cover and General 2 37 Civil: Plan, Profiles and Details 20 Architectural 0 Structural: Plans, Sections and Details 0 Mechanical: Plan, Sections and Details 4 Plumbing & HVAC 0 Electrical 0 Instrumentation 0 Total Estimated Drawings 26 DATA OR COORDINATION ASSISTANCE TO BE PROVIDED BY THE OWNER • Wastewater project record drawings and as built drawings for the wastewater basin • Information on location and amount of sanitary sewer overflows • Information on historically flooded streets ' GIS layers for the wastewater collection system and water distribution system • Wastewater collection system model • 2008 Wastewater Master Plan Update • 2008 Water Master Plan Update ' Pump station level, flow and run time data collected through the OWNER SCADA network • Pump station power consumption based on bills from power company ' Collection system and pump station operation and maintenance records • Customer complaint records • Design related information requested by CONSULTANT • Front -end documents (Division 0 /Series 0) for construction contracts and procurement ASSUMPTIONS The above described engineering services have been based upon the following assumptions. Should these assumptions not bear true; the CONSULTANT may request a change order for additional services. 11E 1. The following assistance and information will be provided to InfraMetrix by the OWNER for the force main inspections. a. All permits and safe access to the specific pipelines for the inspection team to perform data collection and pipeline evaluation. b. Available pertinent data and finalized plans depicting the pipelines to be evaluated prior to inspection crew mobilization. c. BEM site excavations and any required dewatering. d. Traffic control and costs associated with traffic control. 2. The GIS provided by the OWNER is accurate enough for the purposes of this project. Any needs to verify collection system connectivity and accuracy of the GIS is not included in this scope of work. 3. Efforts to apply for and obtain permits are not included. 4. Downstream collection system design improvements are not included except where noted. 5. Architectural, HVAC, Plumbing, and Fire Protection design is not included. 38 6. Geotechnical investigations and environmental surveys are not included. 7. Designs include using existing sites only (no new locations). 8. Instrumentation designs are based on updating RTUs and tying into existing system. 9. Radio survey is not included. 39 11E 11E SCHEDULE B BASIS OF COMPENSATION TIME AND MATERIAL 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice, a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then - authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed to the attention of Craig Pajer, Principal Project Manager at Collier County Public Utilities, 3339 Tamiami Trail East, Suite 303, Naples, FL. 34112 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses in accordance with the terms stated below. Provided, however, in no event shall such compensation exceed the amounts set forth in the table below. Task # Phase I Tasks NOT TO EXCEED AMOUNT: 1 Project Progress Meetings $ 41,520 2 Determine Pump Station Service Area $ 26,571 3 Estimate Theoretical Wastewater Flows $ 12,605 4 Determine Buildout Flow Conditions $ 6,232 5 Determine Current Wastewater Flows $310,479 6 Physical Survey of Force Mains $ 51,408 7 Pump Station Service Area Exhibits $0 8 Individual Pump Station Technical Memorandum $0 9 Pump Station Evaluations $341,080 10 FM, Gravity Sewer and Interconnect Improvement Bid Documents $283,205 11 FM /PS /MPS /Sewer Improvement Bid Documents $866,900 TOTAL FEE (Total Items 1 -10) $1,940,000 B.2.2 Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. 40 I I E B.2.3 With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER. B.2.4 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without OWNER'S prior written approval. B.2.5. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out -of- pocket expenses incurred in the performance of all such services. B.2.6 Notwithstanding anything in this Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees and Reimbursable Expenses earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non - payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and the Project name and shall not be submitted more than one time monthly. B.3.3 Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S billings, on a cumulative basis, exceed the sum determined by multiplying the applicable 41 I I E not to exceed task limits set forth in the table in Section 2.1 by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. B.3.4 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.5 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B.3.5.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark -up by the CONSULTANT, and shall consist only of the following items: B.3.5.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.5.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from /to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.5.1.3. Permit Fees required by the Project. B.3.5.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.5.1.5 Expense of models for the County's use. B.3.4.1.6 Other items on request and approved in writing by the OWNER. END OF SCHEDULE B. 42 11E ATTACHMENT 1 to Schedule B Contract No: #11 -5782 "Wastewater Basin Analyses" PERSONNEL CATEGORIES & HOURLY RATES Personnel Category Standard Hourly Rate Principal $195 Senior Project Manager $165 Project Manager $148 Senior Engineer $155 Engineer $119 Senior Inspector $85 Inspector $65 Senior Planner $140 Planner $110 Senior Designer $115 Designer $100 Environmental Specialist $115 Senior GIS Specialist $145 GIS Specialist $100 Clerical $60 Surveyor and Mapper $130 CADD Technician $85 Survey Crew - 2 man $130 Survey Crew - 3 man $160 Survey Crew - 4 man $180 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 task by task basis as needed. 43 SCHEDULE C PROJECT SCHEDULE See attachment 44 11E 11E SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self- insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self - insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Should any of the policies be cancelled before the expiration thereof, notice will be delivered in accordance with the policy provisions. Consultant shall provide notice to Owner at any time Consultant becomes aware of any cancellation or material change in the above insurance policies. 45 11E 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 Project. (6) The acceptance by OWNER of any Certificate of Insurance 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 or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to 46 11E purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the 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 for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? _X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee _X_ $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. 47 I I E (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable _X Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable _X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $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 48 Fire Damage $ 50,000 11 E _X General Aggregate $1,000,000 Products /Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self- insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self- insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his /her designee. (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. claims. (4) Coverage shall be included for explosion, collapse or underground property damage (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 49 AUTOMOBILE LIABILITY INSURANCE 11 E 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: Bodily Injury & Property Damage - $ 500,000 _X Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: $ 500,000 each claim and in the aggregate $1,000,000 each claim and in the aggregate 50 X 2 h claim n in I E $ ,000,000 eac c a and the aggregate $5,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty - four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20 %) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY 51 11E (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project- specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self- insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. C. Current deductibles /self - insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D 52 11E A ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD YYYY) 08/1 3/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. Boston MA office One Federal Street Boston MA 02110 USA CONTACT NAME: PHONE (g66) 283 -7122 F (847) 953 -5390 (AIC. No. EXq: AIC. No. E -MAIL ADDRESS: $2,000,000 DAMAUE 10 RENTED PREMISES Ea occurrence) $300, 000 INSURER(S) AFFORDING COVERAGE NAIC # INSURED CDM Smith Inc. INSURER A: Zurich American Ins Co 16535 INSURER B: ACE Property & Casualty Insurance Co. 20699 ONE CAMBRIDGE PLACE 50 HAMPSHIRE STREET INSURER C: Lloyds of London 0005FI INSURER D: GENERAL AGGREGATE CAMBRIDGE MA 021390000 USA INSURER E: PRODUCTS - COMP /OP AGG INSURER F: $IVV CRAB G.7 v�r�n. .vr..� ,........ �... ... .... .. __ .___ FOR THE POLICY PERIOD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X❑ OCCUR INSR WVD POLICY NUMBER GLO MWDD/YYYY MWD 1/01/ZUIJ LIMITS EACH OCCURRENCE $2,000,000 DAMAUE 10 RENTED PREMISES Ea occurrence) $300, 000 MED EXP (Any one person) $10,000 PERSONAL 8 ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 PRODUCTS - COMP /OP AGG $4,000,000 GEML AGGREGATE LIMIT APPLIES PER: POLICY X PRO - POLICY LOC A JE CT AUTOMOBILE LIABILITY BAP 8376631-16 01101 12012 01/01/2013 COMBINED SINGLE LIMIT Ea accident $2,000,000 BODILY INJURY ( Per person) ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident) PROPERTY DAMAGE AUTOS AUTOS Ix HIRED AUTOS X NON -OWNED AUTOS (Per accident B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE XOOG2591546A SIR applies per policy terns 01/01/2012 & conditions 01/01/2013 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED I X RETENTION $2 5, 000 A WORKERS COMPENSATION AND wc837663317 0110112012 01/01/2013 X TORY LIMIATS ERH EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR I PARTNER / EXECUTIVE E.L EACH ACCIDENT . $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 C OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Archit &Eng Prof N / A` QC1201367 01/01/2012 01/01/2013 E.L. DISEASE - POLICY LIMIT per claim /aggregate aggregate $1,000,000 $3,000,000 $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Contract No. 11 -5782, wastewater Basin Analyses. For any and all work performed on behalf of Collier County. Collier County is included as Additional Insured as required by written contract, but limited to the operations of the Insured under said contract, with respect to the General Liabillty policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. d Iw c m _v d v 0 2 ID N 04 N 0 O Z R O 1: d L) z Collier County AUTHORIZED REPRESENTATIVE Administrative Services Division Purchasing Department A _Y, � i 3327 Tamiami Trail East a (�Y /o9Z �x / / aZ, Naples FL 34112 -4901 USA ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 11 9 Blanket Notification to Others of Cancellation ZURICH Policy No. Eff. Date of Pol. I Exp. Date of Pd. I Eff. Date of End. I Producer No. MO. Prem Return Prem. GLO837663216 1/1/2012 1/1/2013 1/1/2012 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the Commercial General Liability Coverage Part A. If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will deliver electronic notification that such Coverage Part has been cancelled to each person or organization shown in a Schedule provided to us by the First Named Insured. Such Schedule: 1. Must be initially provided to us within 15 days: a. After the beginning of the policy period shown in the Declarations; or b. After this endorsement has been added to policy; 2. Must contain the names and e-mail addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled; 3. Must be in an electronic format that is acceptable to us; and 4. Must be accurate. Such Schedule may be updated and provided to us by the First Named Insured during the policy period. Such updated Schedule must comply with Paragraphs 2. 3. and 4. above. B. Our delivery of the electronic notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. Delivery of the notification as described in Paragraph A. of this endorsement will be completed as soon as practicable after the effective date of cancellation to the first Named Insured. C. Proof of emailing the electronic notification will be sufficient proof that we have complied with Paragraphs A. and B. of this endorsement. D. Our delivery of electronic notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such delivery of electronic notification will not: 1. Extend the Coverage Part cancellation date; 2. Negate the cancellation; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. E. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the Schedule provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U- GL- 1114 -A CW (10 -02) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Blanket Notification to Others of Cancellation 11E 9 ZURICH Policy No. Eff. Date of Pd. Exp. Date of Pd. Eff. Date of End. Producer No. AddT Prem Return Prem, BAP 8376631 -16 1/1/2012 1/1/2013 1/1/2012 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial Auto Coverage Part A. If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will deliver electronic notification that such Coverage Part has been cancelled to each person or organization shown in a Schedule provided to us by the First Named Insured. Such Schedule: 1. Must be initially provided to us within 15 days: a. After the beginning of the policy period shown in the Declarations; or b. After this endorsement has been added to policy; 2. Must contain the names and e-mail addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled; 3. Must be in an electronic format that is acceptable to us; and 4. Must be accurate. Such Schedule may be updated and provided to us by the First Named Insured during the policy period. Such updated Schedule must comply with Paragraphs 2. 3. and 4. above. B. Our delivery of the electronic notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. Delivery of the notification as described in Paragraph A. of this endorsement will be completed as soon as practicable after the effective date of cancellation to the first Named Insured. C. Proof of emailing the electronic notification will be sufficient proof that we have complied with Paragraphs A. and B. of this endorsement. D. Our delivery of electronic notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such delivery of electronic notification will not: 1. Extend the Coverage Part cancellation date; 2. Negate the cancellation; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. E. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the Schedule provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U- CA -XXX Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY NOTIFICATION TO OTHERS OF CANCELLATION ENDORSEMENT This endorsement is used to add the following to Part Six of the policy. PART SIX — CONDITIONS F. Notification To Others Of Cancellation 11E U -WC -332 -A 1. If we cancel this policy by written notice to you for any reason other than nonpayment of premium, we will deliver electronic notification to each person or organization shown in a Schedule provided to us by you. Such Schedule: a. Must be initially provided to us within 15 days: After the beginning of the policy period shown in the Declarations; or After this endorsement has been added to policy; b. Must contain the names and e-mail addresses of only the persons or organizations requiring notification that this policy has been cancelled; c. Must be in an electronic format that is acceptable to us; and d. Must be accurate. Such Schedule may be updated and provided to us by you during the policy period. Such updated Schedule must comply with Paragraphs b. c. and d. above. 2. Our delivery of the electronic notification as described in Paragraph 1. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to you. Delivery of the notification as described in Paragraph 1. of this endorsement will be completed as soon as practicable after the effective date of cancellation to you. 3. Proof of emailing the electronic notification will be sufficient proof that we have complied with Paragraphs 1. and 2. of this endorsement. 4. Our delivery of electronic notification described in Paragraphs 1. and 2. of this endorsement is intended as a courtesy only. Our failure to provide such delivery of electronic notification will not: a. Extend the policy cancellation date; b. Negate the cancellation; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 6. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the Schedule provided to us as described in Paragraphs 1. and 2. of this endorsement. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 1/1/2012 Policy No. WC837663317 Endorsement No. Insured Premium $ Insurance Company Zurich American Ins Co U -WC -332 -A (Ed. 01 -11 ) Includes copyrighted material of National Council on Compensation Insurance, Inc. used with its permission. 11E . SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, CDM Smith, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning Wastewater Basin Analyses (Basin 1) are accurate, complete and current as of the time of contracting. CDM Smith, Inc. BY: Jeffrey W. Nash Ov TITLE: Vice President DATE: 53 SCHEDULE F IIE KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Phase I Services Name Personnel Cateaory % of time CDM Smith Paul Pinault Principal 10 Wayne Kimball Principal 40 Clay Tappan Principal 20 Marc Stonehouse Sr. Project Manager 20 Jason Sciandra Sr. Project Manager 25 Tim Verwey Sr. Designer 10 Carl Frizzell Sr. Designer 10 Marie Mahan Designer 10 Kevin Francoforte Engineer 15 Rebecca McLarty Engineer 10 Wei Liu Engineer 10 Doug Wells Engineer 5 Linda Kraczon Clerical 5 Stantec Kelly Blake Project Manager 20 Mikes Mallaikakis Sr. Engineer 20 Ralph Verrastro Sr. Engineer 10 Kevin Morgan Sr. Engineer 10 Allyson Swanson Engineer 25 Lucia Martin Clerical 20 Surveying Services Survey Crew 5 ADS Flow Monitoring 15 Inframetrix Force Main Testing 10 Conroy, Conroy, Durant Evaluate Titles 5 54 11E MEMORANDUM Date: October 12, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #11 -5782 "Wastewater Basin Analysis (Basin #2)" Contractor: Hole Montes, Inc. Attached is an original copy of the contract referenced above, (Item #11E) approved by the Board of County Commissioners on September 11, 2012. The second original document will be held on file in the Minutes and Record's Department for the Board's Official Record. If you have any questions, please contact me at 252 -8406. Thank you. Attachment Memorandum Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252-5270 FAX: (239) 252-6549 Email: NicoleParker@colliergov.net www.colliergov.net/purchasing 11E Subject: Contract #11 -5782 "Wastewater Basin Analyses (Basin #2)" Date: September 11, 2012 WME RECEIVED From: Diana DeLeon for Nicole Parker, Procurement Strategist SEP 12 2012 To: Ray Carter, Manager Risk Finance RISK MF°MICEMENT This Contract was approved by the BCC on September 11, 2012 agenda item 11.E. The County is in the process of executing this contract with Hole Montes, Inc. Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any questions, please contact me at the above referenced i In rm Manager Ri* Finance Signature �oj12� (Please route to County Attorney via attached Request for Legal Services) 1� I0`XtiA G /Acquisitions /AgentFormsand Letters /RiskMgmtReviewofI nsu ra nce4/1 5/2010/16/09 11E Contract #11 -5782 Wastewater Basin Analyses PROFESSIONAL SERVICES AGREEMENT For BASIN #2 Master Pump Station (MPS) Basin 305 - The Glades, Consisting of basins 308 (Gateway Triangle), 309 (Flamingo Estates, and 305 (The Glades); (Area north of US 41,West of the Lakewood Community in the South, West of Foxfire, West of Livingston Road, South of the Golden Gate Canal and East of the Gordon River, excluding Naples Airport) THIS AGREEMENT is made and entered into this -1-1±11day of J.wo-I 2012, 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 Hole Montes, Inc., authorized to do business in the State of Florida, whose business address is 950 Encore Way, Naples, FL. 34110 (hereinafter referred to as the "CONSULTANT'). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Engineering Consulting Services of the CONSULTANT concerning Wastewater Basin Analyses (Basin 2) (hereinafter referred to as the "Project "), said services being more fully described in Schedule A, "Scope of Services ", which is attached hereto and incorporated herein; and WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: D -1 11 ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting Services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation ", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and /or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Ronald E. Benson a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this D -2 11E Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the 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 Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. D 11E 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amounts 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. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic) GPS Network as provided by OWNER. Information layers shall have D-4 11E common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement 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 Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to 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 this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: IBM, 11E 2.1. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for OWNER'S use 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 110M 11E 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services, or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement, (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, D -7 11E 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 Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with Schedule C, attached hereto and made a part hereof. Time is of the essence with respect to the performance of this Agreement. The term of this contract shall be for sixty (60) days following the final acceptance of the construction project associated with this agreement and no longer than six (6) years, unless with prior approval by the Board of County Commissioners. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the 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 D -8 11E have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the 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 this Agreement 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. M 11E ARTICLE FIVE 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 Schedule B, entitled "Basis of Compensation ", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ( "Project Documents "). 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 on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. 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 SEVEN MAINTENANCE OF RECORDS D -10 11E 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. 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. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida 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 NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: D -11 11E 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured 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 applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER applicable to this Project. 9.14. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County. 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. D -12 . E 9.5 All insurance companies from whom CONSULTANT obtains the insurance po ides required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the 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 as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F 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 D -13 I I E subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement 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. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. D -14 ARTICLE TWELVE 1 E TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by 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, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against D -15 11E OWNER, including, but not limited to, anticipated fees or profits on work not required to. be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. 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. 12.5. 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. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty -five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, 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 this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after 11E receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement 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. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services D -17 11E required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department 3327 Tamiami Trail East Naples, FL. 34112 Attention: Director of Purchasing / General Services Phone: 239 - 252 -8407 Fax: 239 - 732 -0844 16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Hole Montes, Inc. 950 Encore Way Naples, FL. 34110 Attn: Ronald E. Benson Telephone: 239 - 254 -2000 Fax: 239 - 254 -2096 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. D -18 11E ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. D -19 11E 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS RFP # 11 -5782 TERMS AND CONDITIONS ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT /PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is D -20 11 executed, CONSULTANT shall sign and deliver to OWNER the Truth -In- Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision - making authority and by 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 D -21 by OWNER'S staff person who would make the presentation of any settlement reJ4 E mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seg. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. Remainder of page intentionally left blank. D -22 11E IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Engineering Consulting Services concerning Wastewater Basin Analyses (Basin 2) the day and year first written above. ATTEST: s Dwight E., reek Gf0frk r. By Date: ftt�' mI I VA a !-! •y , Typed /Printed Name and Witness Typed /Printed Name and Title Approved as to form and lega ufficiency: i c...' ......... ott Teach Deputy County Attorney D -23 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Fred W. Coyle, Chairman HOLE MONTES, INC. 90 9,16911 fon �a , Sr' V\Ze fre4. Typed /Printed Name and Ti le SCHEDULE A 1 E SCOPE OF SERVICES SCOPE OF SERVICES 1. DESCRIPTION OF PROJECT: 1.1. The basin region is described below: BASIN #2 Master Pump Station (MPS) Basin 305 - The Glades, Consisting of basins 308 (Gateway Triangle), 309 (Flamingo Estates, and 305 (The Glades); (Area north of US 41,West of the Lakewood Community in the South, West of Foxfire, West of Livingston Road, South of the Golden Gate Canal and East of the Gordon River, excluding Naples Airport) Basin 305 Phase 1 Program Scope of Work PUMP STATION REHABILITATION (There are 62 pump station in this basin] 1.1. All pump stations in the basin will be inspected, photographs taken, and measurements made. Observe wet well top of slab elevation to determine if it should be raised due to potential flooding. 1.2. Perform a topographic and easement boundary survey for each pump station site 1.3. Subsurface utility exploration of electrical conduits and underground piping (SUE). 1.4. Based on the specific situations at each of these pumps stations, develop a series of details which will cover the various situations observed and requirements necessary to replace discharge piping which is currently in valve vaults to above ground configuration, replace piping inside and outside the wet well with HDPE pipe, add ARV to above ground piping. Details for various safety and pipe protection necessary will be included to accommodate the range of conditions for the various pump stations. 1.5. No Design Report will be prepared. Instead a preliminary set of specifications and drawings will be submitted for review. 1.6. Prepare a set of specifications and drawings (possibly in 8.5 x 11 inch format) which will allow bidding the rehabilitation work for each pump station. Drawings will consist of a location map, photographs of each pump station showing the areas which will require rehabilitation, identify which details will be applicable to which pump station. 1.7. Assist Collier County with bidding and selection of construction contractor. 1.8. We have excluded review of the pumps and flow conditions. Electrical design is limited to changes necessitated by the proposed piping changes. 2. GRAVITY SEWER INTERCONNECTIONS 2.1. Review the GIS mapping for the collection system and identify locations for further consideration of gravity sewer interconnects. Interconnects would likely be at locations where gravity sewers are in fairly close proximity although are on different hydraulic flow paths, or are in locations where a pump station raises the hydraulic grade on a common hydraulic flow path. The concept will be that in the event of a pump station failure that prior to overflow of sewage unto the road or into a roadside swale that the liquid would be contained and overflow to another manhole and enter another gravity sewer system first. 2.2. Those manholes which would be targeted will then be reviewed in more detail using Record Drawings and physical inspections. 2.3. Develop a limited number of standard details that will allow implementation of interconnects between manholes. D -24 2.4. Perform limited field surveying at each manhole in order to verify the top of rim eleval IdE inverts and pipe diameters for all incoming and exiting pipelines. 2.5. A Design Report will be prepared identifying the opportunities for gravity sewer interconnections. 2.6. Prepare a set of specifications and drawings (possibly in 8.5 x 11 inch format) which will allow bidding the gravity interconnections. Drawings will consist of a location map, photographs of each manhole showing the areas surrounding the manholes, identify which details will be applicable to which manholes, and plan and profile drawing for each interconnect. Standard details will be prepared for installation of level indicators /transmitters in each manhole or at pump stations as well as SCADA panels. Site plan of the area surrounding each manhole will be prepared to identify the location for the SCADA panels and general routing for conduit and cable. 2.7. Assist Collier County with bidding and selection of construction contractor. 2.8. Time spent on this task will be as directed by the County and that if additional time is required, an amendment to the work authorization will be made 3. REHABILITATION OF CLAY PIPE AND LATERALS 3.1. Engineer will assist Collier County Collections in their development of a program to line or replace substandard gravity sewer lines and laterals. In addition, Consultant will assist Collier County Collections in identification of those areas where clean -outs need to be replaced. Engineer will prepare documentation of pre- construction conditions, will provide CEI services during construction, will provide documentation of post- construction conditions, and will prepare Record drawings. 3.2. Time spent on this task will be as directed by the County and that if additional time is required, an amendment to the work authorization will be made. 4. BYPASS PIPING /PUMPING 4.1. A review of hydraulic conditions within each portion of the force main system will be performed using GIS information. Those areas where it will be possible to install bypass lines .around pump stations which otherwise re -pump sewage will be investigated. This will include as a minimum new bypass piping at each Master Pump Station. Bypasses at Master Pump Stations will include valving and connections which will allow possible installation of diesel driven pumps to activate the bypass during an emergency. 4.2. A Design Report will be prepared identifying the opportunities for adding bypass piping installations. 4.3. Prepare a set of specifications and drawings (possibly in 11 x 17 inch format) which will allow bidding the bypass pipelines assemblies. Drawings will consist of a location map, photographs showing the areas in the vicinity of where bypasses will be installed, identify which details will be applicable to which situation, and plan and profile drawing for each bypass. Standard details will be prepared for installation of bypass piping and valves. At this time, it is envisioned that these bypasses will be manually operated and will involve diesel driven pumps and no electrical systems are anticipated. Time spent on preparing the contract documents will be as directed by the County and that if additional time is required, an amendment to the work authorization will be made. 4.4. Assist Collier County with bidding and selection of construction contractor. 5. REHABILITATION OF MASTER PUMP STATIONS 308, 309, and 305 5.1. Obtain and review record drawings 5.2. Inspect MPS 308, 309, and 305 in order to identify physical rehabilitation required. Identifying modifications which may have been made since the date of the record drawings. Obtain necessary measurements. Photograph conditions. Inspections will include structural and electrical systems. Perform a topographic and easement boundary survey for each pump station site including (SUE) subsurface investigation of electrical conduits and underground piping. D -25 5.3. Perform a business case analysis for the potential relocation of MPS 308 to an availablelitl E near the existing location to determine whether it may be feasible to rebuild the facility instead of replacing it. 5.4. The condition of stormwater management system and landscaping will be reviewed and any deficiencies with current standards will be identified along with recommendations for remedial actions. 5.5. A review of the ability of the on -site stormwater management system for the dual purpose of providing secondary containment will be performed and recommendations for improvements made. 5.6. Data will be collected which identify historic flows being pumped by this facility. It is proposed that a pressure recorder be installed to be used along with pump station operating data in order to assess the pump flow and head requirements. Flows and pressures will be compared to operation under a variety of rainfall conditions and a projection of pumping requirements versus magnitude of rainfall will be developed based on the limited data available. Existing pumps will be tested in the field and compared to the projected needs for the MPS. In the event that the existing pumps are not projected to be able to handle the larger rain induced flows, then new pumps will be selected and recommended. Flows will only be compared between available data during wet and dry periods and not against anticipated flows generated within the basin. 5.7. A Design Report will be prepared for each MPS which will identify the work anticipated to be necessary along with a budget estimate of project costs. 5.8. Plans and specifications will be prepared for the rehabilitation work for each MPS as was identified in the Design Report. The bid documents will be prepared in a manner in which either the. individual MPS or the group of MPS could be bid. It is anticipated that rehabilitation work will include a new electrical service, a new generator, and replacement of the existing SCADA system. In some cases, major building modifications or possibly a new building may be required. In the event that a replacement for MPS 308 is elected, the fee estimate provided is envisioned to accommodate that as long as that decision is made early during the project. If a new site is selected for MPS 308, it is likely that the permitting allowance (Task 8) may be insufficient to cover Collier County SDP and related permitting. 5.9. Assist Collier County with bidding and selection of construction contractor. 6. REHABILITATION AND MODIFICATION OF WESTERN INTERCONNECT 6.1. The Western Interconnect currently consists of two Interconnect Pump Stations North IC [located southwest of the intersection of Golden Gate Parkway and Livingston Road] and South IC [located near the intersection of Progress and Industrial] as well as interconnecting force mains which allow a portion of the MPS 309 basin to be pumped to the NCWRF or the Grey Oaks subdivision to be pumped to the SCWRF. There are numerous automated valves which must operate in order to bypass pumping around normally used force mains and pump stations. Perform a topographic and easement boundary survey for each pump station site including (SUE) subsurface investigation of electrical conduits and underground piping 6.2. Review operation of the existing western interconnect system to determine whether or not it is currently functioning in an optimum manner. 6.3. Consider adding additional functionality to operation of the western interconnect by extending the interconnect force main north along Livingston Road past Grey Oaks to Wyndemere. This would allow bypassing of flows from the south regional sanitary sewer system to the north regional sanitary sewer system using the South IC pump station in conjunction with the Wyndemere pump station. In addition, it would allow bypassing of flows from Wyndemere to the south regional sanitary sewer system using the North IC pump station. This will involve assigning target flows to each pump station involved based on historical data along with hydraulic modeling. The capacity of the existing pumps in each of the associated pump stations will be considered and recommendations made regarding any pumps which may require replacement. Prepare design report. D -26 6.4. Prepare a SCADA design for the automatic sequencing of actuated valves to divert 11 �; wastewater flows either partially or completely. 6.5. Perform land surveying services and civil engineering design of a force main located along Livingston Road to bypass Grey Oaks and connect into existing10 -inch force main located north of Marbella Lakes Drive. 6.6. Assist Collier County with bidding and selection of construction contractor. 6.7. Prepare plans and /or specifications to eliminate underground valves vaults at all pump stations required to operate the western interconnect. 6.8. Time spent on this task will be as directed by the County and that if additional time is required, an amendment to the work authorization will be made. 7. REHABILITATION OF LEVEL 3 PUMP STATIONS [11 pumps stations] 7.1. Obtain and review record drawings. (Record drawings for Glades pump stations may not be available.) 7.2. Inspect PS 305.01, 305.02, 305.03, 305.05, 305.11, 305.13, 305.15, 305.17, 305.18, 305.19, and 309.10 in order to identify physical rehabilitation required. Identifying modifications which may have been made since the date of the record drawings. Obtain necessary measurements. Photograph conditions. Inspections will include structural and electrical systems. Prepare an existing conditions exhibit of pump station when a record drawing is not available. Perform a topographic and easement boundary survey for each pump station site including (SUE) subsurface investigation of electrical conduits and underground piping 7.3. Data will be collected which identify historic flows being pumped by each pump station. It is proposed that a pressure recorder be installed to be used along with pump station operating data in order to assess the pump flow and head requirements. Flows and pressures will be compared to operation under a variety of rainfall conditions and a projection of pumping requirements versus magnitude of rainfall will be developed based on the limited data available. Existing pumps will be tested in the field and compared to the projected needs for the PS. In the event that the existing pumps are not projected to be able to handle the larger rain induced flows, then new pumps will be selected and recommended. Flows will only be compared between available data during wet and dry periods and not against anticipated flows generated within the basin. 7.4. A Design Report will be prepared for each PS which will identify the work anticipated to be necessary along with a budget estimate of project costs. 7.5. Plans and specifications will be prepared for the rehabilitation work for each PS as was identified in the Design Report. The bid documents will be prepared in a manner in which either the individual PS or the group of PS could be bid. However the proposed services include preparation of only one set of construction documents. It is anticipated that rehabilitation work will include a new electrical service; in some cases, possibly, a generator may be added; and replacement of the existing SCADA system. Lightning protection and electrical surge protection and Arc Flash prevention shall be included in all pump station designs. In the event that the Design Report identifies that a more significant repair /replacement effort is envisioned, then the available budget in this contract will be revisited prior to moving to the design phase. 7.6. Assist Collier County with bidding and selection of construction contractor. 8. PERMITTING ALLOWANCE 8.1. Prepare FDEP permit applications as may be required for signature and submittal by the Collier County Public Utility Division. 8.2. Prepare SFWMD permit applications as may be required for signature and submittal by the Collier County Public Utility Division. 8.3. Prepare Collier County site development permit applications as may be required for signature and submittal by the Collier County Public Utility Division. D -27 re 8.4. Time spent on this task will be as directed by the County a nd if additional time is q uirl, , I E services will be billed in accordance with the hourly rates identified in Attachment 1 to Schedule B. SCHEDULE B BASIS OF COMPENSATION TIME AND MATERIAL 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice, a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then - authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed to the attention of Craig Pajer, Principal Project Manager at Collier County Public Utilities, 3339 Tamiami Trail East, Suite 303, Naples, FL. 34112 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable in accordance with the terms stated below. Provided, however, in no event shall such compensation exceed the amounts set forth in the table below. Task # PHASE I Tasks NOT TO EXCEED AMOUNT: 1 Pump Station Rehabilitation (50 pump stations) $ 400,000 2 Gravity Sewer Interconnections $ 100,000 3 Rehabilitation of Clay Pipe and Laterals $ 50,000 4 Bypass Piping /Pumping $ 125,000 5 Rehabilitation of Master Pump Stations 308, 309, and 305 $ 650,000 6 Rehabilitation and Modification of Western Interconnect $ 125,000 7 Rehabilitation of Level 3 Pump Stations (11 pump stations) $ 430,000 8 Permitting $ 40,000 TOTAL FEE (Total Items 1 -8) $1,920,000 B.2.2 Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. B.2.3 With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by OWNER, regarding D -2s 11E CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER. B.2.4 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without OWNER'S prior written approval. B.2.5. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out -of- pocket expenses incurred in the performance of all such services. B.2.6 Notwithstanding anything in this Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees and Reimbursable Expenses earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non - payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and the Project name and shall not be submitted more than one time monthly. B.3.3 Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task limits set forth in the table in Section 2.1 by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. D -29 I I E B.3.4 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.5 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B.3.5.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark -up by the CONSULTANT, and shall consist only of the following items: B.3.5.1.1 Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.5.1.2 Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from /to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.5.1.3. Permit Fees required by the Project. B.3.5.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.5.1.5 Expense of models for the County's use. B.3.4.1.6 Other items on request and approved in writing by the OWNER. END OF SCHEDULE B. D -30 11E ATTACHMENT 1 to Schedule B Contract No: #11 -5782 "Wastewater Basin Analyses — Basin 2" PERSONNEL CATEGORIES & HOURLY RATES Personnel Category Standard Hourly Rate Principal $195 Senior Project Manager $165 Project Manager $148 Senior Engineer $155 Engineer $119 Senior Inspector $85 Inspector $65 Senior Planner $140 Planner $110 Senior Designer $115 Designer $100 Environmental Specialist $115 Senior GIS Specialist $145 GIS Specialist $100 Clerical $60 Surveyor and Mapper $130 CADD Technician $85 Survey Crew - 2 man $130 Survey Crew - 3 man $160 Survey Crew - 4 man $180 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 task by task basis as needed. D -31 Task 1 - PS Rehabilitation 1.1 Inspect PS 1.2 Surveying 1.3 Subsurface Investigations 1.4 Develop design details 1.5 Preliminary Drawings 1.6 Prepare Plans & Specs 1.7 Bidding Task 2 - Gravity Sewer Interconnects 2.1 Review existing system 2.2 Review data/ Perform inspections 2.3 Prepare design details 2.4 Surveying 2.5 Design Report 2.6 Prepare Plans & Specs 2.7 Bidding Task 3 - Rehab Clay Pipe & Laterals Task 4 - Bypass Piping /Pumping 4.1 Review existing system 4.2 Design Report 4.3 Prepare Plans & Specs 4.4 Bidding Task 5 - Rehab Master PS 5.1 Review existing information 5.2 Inspect existing systems 5.3 Business case - PS 308 5.4 Review site /landscaping systems 5.5 Review secondary containment 5.6 Evaluate flow conditions 5.7 Design Report 5.8 Prepare Plans & Specs 5.9 Bidding Task 6 - Rehab Western Interconnect 6.1 Surveying 6.2 Review and evaluate operation 6.3 Recommend improvements 6.4 SCADA design 6.5 Prepare Plans & Specs 6.6 Bidding Task 7 - Rehab Level 3 PS 7.1 Review record drawings 7.2 Inspect & survey PS 7.3 Evaluate flow conditions 7.4 Design Report 7.5 Prepare Plans & Specs 7.6 Bidding Task 8 - Permitting SCHEDULE C PROJECT SCHEDULE 2012 2013 Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug a s; "MA �s as requested D -32 Wes.. as necessary -W4 11 SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self - insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self - insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to 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 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 D-33 11E 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 Project. (6) The acceptance by OWNER of any Certificate of Insurance 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 or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. D -34 11E. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the 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 for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? _X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100, 000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. D -35 11E Applicable X Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable _X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $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 Products /Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 D -36 Each Occurrence Fire Damage $1,000,000 $ 50,000 11E (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 /her designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the 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 (7) 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 D -37 11E (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 112" Bodily Injury & Property Damage - $ 500,000 _X Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: $ 500,000 each claim and in the aggregate $1,000,000 each claim and in the aggregate X_ $2,000,000 each claim and in the aggregate $5,000,000 each claim and in the aggregate D -38 (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty - four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20 %) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and D -39 11E OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project- specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self - insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. C. Current deductibles /self - insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D D-40 SCHEDULE E 11E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Hole Montes, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning Wastewater Basin Analyses (Basin 2) are accurate, complete and current as of the time of contracting. Hole Montes, Inc. BY: lv—� �o .� Tr-, , TITLE: cyyh 0 r Vi- / i Ce. T` ci2w� DATE: E -1 SCHEDULE F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Phase I Services Name Personnel Category % of time Ronald Benson, Ph.D., P.E. Principal 4.3% H. Clifford Pepper, P.E. Sr. Project Manager 5.5% Frank Feeney, P.E. Sr. Engineer 11.7% Jerry Taricska, Ph.D., P.E. Sr. Engineer 10% Thomas McLean, P.E. Sr. Engineer 6% Various Engineer 12.2% Bob Duane Sr. Planner <1% Dawn Barnard Environ. Operations Specialist 3.8% John Vacca Senior Designer 13% Dawn Suzor Senior Designer 13% Tobi Charbonneau Permitting Specialist <1% Various Clerical 9.2% Theresa Artuso Landscape Architect <1% Thomas Murphey Surveyor 3% Various 2 -man survey crew 4.2% Ben Nowell Survey CAD Tech <1% Subconsultant/Woolpert Sanitary Sewer Investigations Subconsultant/RKS Electrical Investigations Subconsultant/TRC Structural Investigations F -1 0 DATE (MMIDDIYYYY) A4CCW ° CERTIFICATE OF LIABILITY INSURANCE 8/16/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Kristen Ne'ert - utgert Insurance - Naples PHONE 2 -2 2 -7171 A//CC No :2 -2 2- 'O Box 112500 E -MAIL gaples FL 34108 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A INSURED HOLEM -1 INSURER B: NTINE A A 4 Hole Montes, Inc INSURER C:FCCI INS CO HM&A Building & Trustee, LLC INSURER D:CCINTINENTAL IN 528 P. O. Box 111629 Naples FL 34108 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 7agrnr , iaa REVISION NUMBER:1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MMIDDIYYYY I POLICY EXP IMMIDDrYYYY) LIMITS D GENERAL LIABILITY 2082970875 1/1/2012 /1/2013 EACH OCCURRENCE $1,000,000 x COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence 1 $100,000 CLAIMS -MADE a OCCUR MED EXP (Any one person) $5,000 PERSONAL & ADV INJURY $1,000,000 X Contractual Liab X Broadened Cover GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 $ POLICY X PRO- LOC D AUTOMOBILE LIABILITY 2082970830 1/1/2012 /112013 Ea accident $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X NON -OWNED HIRED AUTOS X AUTOS A X UMBRELLA LIAB X OCCUR 2082970567 1/112012 /112013 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 EXCESS LIAR CLAIMS -MADE DED X I RETENTION$O $ C WORKERS COMPENSATION 11003 1/112012 /1/2013 X NC STATU- GTH- AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR /PARTNER /EXECUTIVE E.L. EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYEE $500,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $500,000 B Professional Liability AEH113988730 1/1/2012 /112013 Per Claim 2,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Contract #11 -5782 " "Wastewater Basin Analyses Collier County Administrative Services Divison Purchasing are Additional Insured with regards to General Liability. VCR I Ir iwA 1 C nULUCIN Collier County Administrative Services Division Purchasing Department 3327 Tamiami Trail East Naples FL 34112 -4901 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. IZ,E /D] REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 11E MEMORANDUM Date: October 12, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #11 -5782 "Wastewater Basin Analysis (Basin #3)" Contractor: AECOM Technical Services, Inc. Attached is an original copy of the contract referenced above, (Item #11E) approved by the Board of County Commissioners on September 11, 2012. The second original document will be held on file in the Minutes and Record's Department for the Board's Official Record. If you have any questions, please contact me at 252 -8406. Thank you. Attachment 11E -'s WZ, Memorandum Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252 -5270 FAX: (239) 252 -6549 Email: NicoleParker(a colliergov.net www.colliergov.net/purchasing Subject: Contract #11 -5782 "Wastewater Basin Analyses (Basin #3)" Date: September 11, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on September 11, 2012 agenda item 11.E. The County is in the process of executing this contract with AECOM Technical Services, Inc. Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor /insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any questions, please contact me at the abqyB-lefe�d information. Manager Rjik Finance Signature r�yent tsgnas Hpp ov tsy: DATE RECEIVED SEP 12 2012 RISK WMGMNT (Please route to County Attorney via attached Request for Legal Services) A, k�- G /Acquisitions /AgentFormsand Letters /RiskMgmtReviewofl nsurance4 /15!2010/16/09 11 MausenGeorgina From: CarterRaymond Sent: Thursday, September 13, 2012 3:03 PM To: DeLeonDiana Cc: ParkerNicole; MausenGeorgina; ColliMarian; PajerCraig Subject: Contract 11 -5782 "Wastewater Basin Analyses (Basin #3) All, Risk Management has approved the certificate(s) of insurance provided by AECOM Technical Services, Inc for contract 11 -5782. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray MtV- Manager Risk Finance Collier County Board of County Commissioners 3311 East Tamiami Trail, Bldg D Naples, FL 34112 Office 239 - 252 -8839 Mobile 239 - 821 -9370 Fax 239 - 252 -8048 Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. 11E CERTIFICATE OF SECRETARY AFCOM Technical Services, Inc. 1, Gilda Malek, do hereby certify that I am Assistant Corporate Secretary of AECOM Technical Services, Inc. (ATS), a California corporation. I hereby certify that the attached is a true and correct copy of the list of authorized signatories of AECOM Technical Services, Inc. (ATS) IN WITNESS WHEREOF, I have hereunto set my hand, as of this I I th day of February, 2010. Gillda M alek AECOM TECHNICAL SERVICES INC LIST OF AUTHORIZED SIGNATORIES All AECOM employees in the United States with corporate titles of Senior Vice President or above are authorized under the bylaws of AECOM Technical Services, Inc. to execute contracts or otherwise bind the company. In addition, the individuals listed below have been authorized by the AECOM Technical Services, Inc. Board of Directors to execute contracts or otherwise bind the company within the boundaries of the noted business line and regions. Authority to sign on behalf of an AECOM Operating Company is personal to the individual so authorized; AECOM does not permit individuals within its U.S, operating groups to sub- delegate their authority. Signature. authority {including the execution of contracts and contract amendments} must in all cases also conform to the then- current AECOM Delegations of Authority and Exceptions Thereto and any sub delegation document issued by the region or business line, as applicable. January 1, 2010 SSE Midwest Northeast. West Joe Becker John Azzaro Randy Alshuler James Carter Frank Baragona Bill Burton Denise Casalino Andrew Cairns Mohan Char Joe Catalano Pompeo Casale Dan Davis Ken Coulter Thomas Cascino Nick' Davoren David Hansen Steve Dempsey James Faber Jeff Hanson Caroline Downing Mike Gasparro Mark Lucas Frank LaPlaca Gene Grilli Mike Proboske Robert Lowe Neil Harris Charlie Manning Greg Heinz Mid- Atlantic Mike McCarthy Peter Ho Paul Anderson Kevin Pierce Robert Johansen Kenneth Butler Robert Pinghero Richard Leja Steven J. Chapin Bob Pittman Peter Lim Lou Cornell Terry Rookard Kathy Mayo Joe DiCario John Seaboldt Chris Mockus Dan Faust Nicholas Spaventa Mario Montes Roger Heebner Christine Tiernan William Nasciemento Jack S. Hodge Joseph Zafonte John Prizner Gary Hullfish Armando Ramirez Bruce Kay Tom Kirby Multi - Region Pat Somerville Christopher Lloyd David Brown Charles Stark Bijan Pashanamaei Michael Chalmers. Chuck Tran Glen Vasquez Matt Cummings William A. Woodford Jim De la Loza Southwest Mountain Jay Duncan Scott Cooper Southeast Robert Edelstein Steve Fowler Dave Gorden Tom Hessling Michael Hegarty Tom Marwood David Levy Craig Hester Bruce Moulds Dennis Miller Mark Mehalko Pam Townsend Bruce Molds Steve O'Brien Tom Vokoun Abbas Sarmad RA Plummer Mike Sweeney Jay Van Echo Rachel Vandenberg Steve Wilcox Thomas Waldron Greg Yates January 1, 2010 SSE iSE West Southwest/Mountain Mid - Atlantic Chris Alario Steve Berckenhoff Steve Biuso Keith T. Campbell Daron Butler Troy Kincer Olivia Chen Jay Canine Carl Lay R. Dan Ellison Chris Chen Jim Richards Jon Hanlon Don D'Adam Jake Vittands Glen M. Hille Blaine Dwyer Cyd Brandvein Ben P. Horn Shelby Eckols Brian L. Jordan John Elorriaga Northeast John F. Kinneen Joe King Joseph Falbo Rae Loui Lee Lindeen Wiliam J. Bent Thomas M'eichtry Becky Olive David Blair Rudy Mina David Parkhill John Cardoni Martin Nakasone Bart Standley Donald Chelton Michael K. Nunley Eugene De Stefano Mark P. Reitz Robert Jamis Gary W. Rogers Midwest Dick Jubinville Eugene "Skip" Shank Cuneyt Feizolof James Peter Gerald Shrope Todd Frauhiger Robert Scherpf Matthew Thomas Mike Gatzow Dennis Setzko Robert Ward Matt Koch Betsy Shreve -Gibb Alan K. Wong Ron Palmieri Paul Storella Derrick' Wong Steve Peterson Lucy Pugh Southeast Multi - Region Scott Solverson Ron Armstrong Jim Chaffee Mike Russel Bijoy Ghosh Marty Doward Mike Witwer Lee Grant Scott Edelman Chris Yamaya Lennart J. Lindahl Steve Johnson ENERGY SPG Larry Bochet Andy Haubert Joseph Broderick Jamie Matus Dan Estrada Paul Roy Steve Martoceilo Paul Tarvin Peter Rooney Mike Wheeler USIG - CORPORATE West Midwest Southeast David W. Huchel Raylana Anderson Daniel Donahue Daniel R. McKelvie Rob Friedel Gil Mulhere Northeast Rick Yauney Robert Orlin Multi - Region Dan Sawh Cyd Brandvein Southwest/Mountain Jack Ward Pam Hoebener January 1, 2010 West Robin Cababa Joel Farrier Luis Fraticelli Steve Howard Ray Kahler Chuck Katz Don Koch Mark Luttrell Dave Van Muilem Jim Oosterhoudt Eric Peterson Marc Peterson Mizan Rashid Travis Taylor Jane Thomas Tom Waller Brian Weith Southwest /Mountain Jim Brackett Scott Duncan Carl Forbes Lucy Fraiser Phil Hackney Chuck Luyten Kent Miller Rami Naddy Marcos Silvestri Rick Smith Midwest Paul Blindauer Ken Bergschultz Kevin Brehm Nizar Hindi Ivan Martysz Roger Miller Steve Nalefski Matt Peak Ron Roelker Dave Senfelds Steve Schubring Bill Solberg Dawn Swider Northeast Steve Atter John Albrecht Kate Barnicle Rick Brannon Jim Coyle Mark. Corey Don Dwight Dave Espy Robertlwanchuk Jim Kaczor Matt Kennedy Al LoPilato Rich Michalewich Chris Mitchell Mark Moese Keith Ryan Deb Simmons Mid - Atlantic Gary Grinstead John Holleran Don Mayer Mike Shannon Vic Velez Ken Vinson Joe West Lane Willson Dave Wolfe Southeast Mack Astorga Paul Banks Ralph Bouton Jim Brickell Michael Coats Pat Flood Guy Frearson Bobbie Hurley Bruce Koenig. Jennifer Ledbetter Paul Newman Barry Pritchett Scott Ross Heather Royston David Simpson 11E ENVIRONMENT- CORPORATE Kerry Adams Bruce Maisel Steve Corney Len Montigny Mike Clark John Nagy Joe Curred Steve Reinfeldt Scott Ellis Mike Resch Paul Fennelly Dale. Sands Ben Genes Susan Schultz Monty Lovejoy Rick Simon Jon Mahoney Phil Watts January 1, 2010 PLANNING DESIGN + DEVELOPMENT West Southeast Shafiq Alam David Barth Amitabh Barthakur Ladson M. Braadey, Jr Bobbette Biddulph Fredalyn Frasier Linda A. Cheu W. Ronald Hunt Andrew M. Cupples Jorge Iglesias Phillip Dunn Tim Jackson Matthew Earnest Lin Joyner Stephen Engblom Craig Kenyon Charles Everett Larry Kline Allen Folks Sharon Lamantia Steven E. Galloway Donald M. Loper William Graham Enrique Macia Richard M. Hansen Avanes (Vano) O. Haritunians Mid- Atlantic Steve Heipel Wade A. Anderson Thomas F. Horan Mark L. Ballard Ray Hrenko Kenneth A. Ballard Alice Williams Hricak Christopher B. Bowers Fred Jones Allen Crocker Todd Kohli David Daileda Craig J. Martin Richard Dorrier Henry Pittner Ben J. Fink Michael E. Retford Jeff Ganthner Steven Eric Spickard Paul T. Garrison Rajan Sundar Jonathan Hopwood Marcia Tobin Kenneth Jandura Eric Wilson Jerry Jorge Steven Zimmerman Richard A. McSeveney Get W. May Southwest /Mountain Paul Moyer Aaron Adilman Mac Nichols David R. Campbell Robert V. Perry Shawn Hailey Gregg W. Spagnolo Jay Hicks Stephen L. Sowder Gregory Hurst Jahn H. Spyhalski Aldon W. Jenkins Brian (Scott) Waters Craig J. Martin Bradley Wellington Jana McKenzie Joseph E. Wells Steven A. Lichtenberger Don Mills Kirk Rabius William G. Rauen Troy Russ Jason Uyeda Ted E. Wheaton January 1, 2010 Northeast Karen Breslawski Sara Haga Lawrence Rosenbloom Raphael Samach Midwest Aaron Adilman Chris Brewer Meghan Harte Multi- Region Charles P. Malacarne Corporate Jason Bowen Andrew Fiala Mark Gundacker Gilda Maiek John Sorce 11E UNANIMOUS ACTION OF THE BOARD OF DIRECTORS OF AECOM USA, INC. The undersigned, being all the members ofthe Board of Directors ofAECOM USA, INC. (the "Corporation "), a New York corporation, proceeding under Section 708 of the New York Business Corporation Law, hereby take the following action, effective January 5, 2009: RESOLVED, that in addition to all Senior Vice Presidents and above as set forth in Article V of the Restated By -Laws as amended, the following persons are designated with authority by the Board of Directors, to execute contracts and other legal documents on behalf of the corporation or its divisions: Randy Altshuler Paul Anderson Raylana Anderson John Azzaro Jack A. Baylis Joe Becker William J. Bent Jay S. Beratan David Blair Tony Bouchard Cyd Brandvein Dominique N. Brocard Joseph Broderick Tommy Brown Daron K. Butler Keith T. Campbell Jay D. Canine John J. Cardoni Michael Chalmers Steven J. Chapin Donald J. Chelton Olivia Chen Min Chu Lou Cornell Regis F. Damour Sal D'Angelo Dan Davis Jim De la Loza Ashok Dhingra Joe DiCarlo Daniel Donahue Cecil Doyle Jay Duncan Shelby G. Eckols Scott K. Edelman Barbara O. Egnor R. Dan Ellison John Elorriaga Cunety Feizoulof Fitzrandolph C. Fernon Rob Friedel Mike Gatzow Dave Gorden Frank Gorry Allen Goulart Mike Gasparro Lee Grant Kevin Grigg Gene Grilli Steve Guttenplan Dave Gwynn Christopher L. Hagger David L. Hardan Brian T. Harrington Glen Hartwig Andrew Haubert Greg Heath Mike Hegarty Greg Heinz Roger L. Herald David O. Herer Simon Hernandez Tom Hessling Craig L. Hester Glen M. Hille Jack S. Hodge Pamla Hoebener Ben P. Horn Richard Howard David W. Huchel Gary Hullfish Robert Jamis Robert Johansen Steven Johnson Brian L. Jordan John F. Kinneen Steve Knodell James Kunz Lucy Labruzzo John M. Lannon Frank LaPlaca Cheryl Lazarro Len Lindahl James K. Lowe, Jr. Robert Lowe Mark Lucas Charles Manning Vic Martinez Steven Martocello Tom Marwood Ian R. MacLeod Daniel R. McKelvie Thomas McMonagle Thomas Meichtry Thomas Mertens Dennis Miller Rudy Mina Dennis J. Morrison Joseph Moss, Jr. Gil Mulhere Jerry D. Newell Sr. Bill Newhouse Michael K. Nunley Steve O'Brien John J. O'Connor Douglas F. Olbrich Ron Palmieri Todd Papes Bijan Pashanamaei Jon Pearson James Peter Philip V. Petrocelli William P. Pfrang Robert Pittman RA Plummer Alan J. Potok Charles Pound Robert C. Reach Robert Reid Mark P. Reitz Richard A. Renzi Jim Richards Gary W. Rogers Larry Rosenbloom Abbas Sarmad Achaibar Sawh Robert Scherpf Betsy Shreve -Gibb Jane Siegwarth Guy E. Slagle Loren Smith Robert J. Smith Thomas A. Spearin William G. Stewart Paul Storella Michael Sweeney James F. Thompson Jim Thomson Christine Tiernan Louis Tortora Pam Townsend Rachel Vandenberg Jake Vittands Thomas C. Vokoun Jack Ward Robert Ward Charles Williams Tom Wolfe Alan K. Wong David Wood William A. Woodford Chris Yamaya Rick Yauney Jim Zaniboni Peter Zuk IN 11 l NF�� WFIFFtECaF, all the Di tots have hereunto yet their hand-q emotive this .1" day ofJanuaty, 200q. T � � Lewis _ 11E UNANIMOUS ACTION OF TOTE BOARD OF DIRECTORS AECOM USA, INC. The undersigned, being all the members ofthe Board of Directors ofAECOM USA, INC. (the "Corporation "), a New York corporation, proceeding under Section 708 of the New York Business Corporation Law, hereby take the following action, effective January 5, 2009: RESOLVED, that in addition to all Senior Vice Presidents and above as set forth in Article V of the Restated By -Laws as amended, the following persons are designated with authority by the Board of Directors, to execute contracts and other legal documents on behalf of the corporation or its divisions: Randy Altshuler Paul Anderson Raylana Anderson John Azzaro Jack A. Baylis Joe Becker William J. Bent Jay S. Beratan David Blair Tony Bouchard Cyd Brandvein Dominique N. Brocard Joseph Broderick Tommy Brown Daron K. Butler Keith T. Campbell Jay D. Canine John J. Cardoni Michael Chalmers Steven J. Chapin Donald J. Chelton Olivia Chen Min Chu Lou Cornell Regis F. Damour Sal D'Angelo Dan Davis Jim De la Loza Ashok Dhingra Joe DiCarlo Daniel Donahue Cecil Doyle Jay Duncan Shelby G. Eckols Scott K. Edelman Barbara O. Egnor R. Dan Ellison John Elorriaga Cunety Feizoulof Fitzrandolph C. Femon Rob Friedel Mike Gatzow Dave Gorden Frank Gorry Allen Goulart Mike Gasparro Lee Grant Kevin Grigg Gene Grilli Steve Guttenplan Dave Gwynn Christopher L. Hagger David L. Hardan Brian T. Harrington Glen Hartwig Andrew Haubert Greg Heath Mike Hegarty Greg Heinz Roger L. Herald David O. Herer Simon Hernandez Tom Hessling Craig L. Hester Glen M. Hille Jack S. Hodge Pamla Hoebener Ben P. Horn Richard Howard David W. Huchel Gary Hullfish Robert Jarnis Robert Johansen Steven Johnson Brian L. Jordan John F. Kinneen Steve Knodell James Kunz Lucy Labruzzo John M. Lannon Frank LaPlaca Cheryl Lazarro Len Lindahl James K. Lowe, Jr. Robert Lowe Mark Lucas Charles Manning Vic Martinez Steven Martocello Tom Marwood Ian R. MacLeod Daniel R. McKelvie Thomas McMonagle Thomas Meichtry Thomas Mertens Dennis Miller Rudy Mina Dennis J. Morrison Joseph Moss, Jr. Gil Mulhere Jerry D. Newell Sr. Bill Newhouse Michael K. Nunley Steve O'Brien John J. O'Connor Douglas F. Olbrich Ron Palmieri Todd Papes Bijan Pashanamaei Jon Pearson James Peter Philip V. Petrocelli William P. Pfrang Robert Pittman RA Plummer Alan J. Potok Charles Pound Robert C. Reach Robert Reid Mark P. Reitz Richard A. Renzi Jim Richards Gary W. Rogers Larry Rosenbloom Abbas Sarmad Achaibar Sawh Robert Scherpf Betsy Shreve -Gibb Jane Siegwarth Guy E. Slagle Loren Smith Robert J. Smith Thomas A. Spearin William G. Stewart Paul Storella Michael Sweeney James F. Thompson Jim Thomson Christine Tiernan Louis Tortora Pam Townsend Rachel Vandenberg Jake Vittands Thomas C. Vokoun Jack Ward Robert Ward Charles Williams Tom Wolfe Alan K. Wong David Wood William A. Woodford Chris Yamaya Rick Yauney Jim Zaniboni Peter Zuk IN WITTwiF � WHF, RRnr —, all the Dimvon Itaw hereunlc sec th�cr hands effective this 5rh day, of "Jana ty, 2H9. 6 LV__V` 11 %X_was_i� .. . Iwo pry DWI_ www.sunbiz.org - Department -f State Home Contact Us E- Filing Services Previous on List Next on List Return To List Events Name History Detail by Entity Name Foreian Profit Coraoration AECOM TECHNICAL SERVICES, INC Filina Information Document Number F95000004014 FEI /EIN Number 952661922 Date Filed 08/21/1995 State CA Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 12/04/2008 Event Effective Date NONE Principal Address 515 S. FLOWER ST. SUITE 1050 LOS ANGELES CA 90071 US Changed 04/14/2012 Mailing Address 515 S. FLOWER ST. SUITE 1050 LOS ANGELES CA 90071 US Changed 04/14/2012 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION FL 33324 US Officer /Director Detail Name & Address Title PD KINLEY, JOHN L 999 TOWN AND COUNTRY ROAD ORANGE CA 92868 US Title SVPS MILLER, ROBYN 515 S. FLOWER ST. SUITE 1050 LOS ANGELES CA 90071 US Title PRIN Document Searches 1 1PC l of 3 Forms Help Entity Name Search Submit http:// www .sunbiz.orglscriptslcordet.exe? action= DETFIL &inq_doc_ number= F950000O401... 8/7/2012 www.sunbiz.org - Department -f State KERWIN, MICHAEL 800 DOUGLAS ENTRANCE 2ND FLOOR CORAL GABLES FL 33134 US Title EVP PULICARE, JOSEPH 30 KNIGHTSBRIDGE RD BLDG 5 -KF 2ND FLOOR PISCATAWAY NJ 08854 US Title AVP BONILLA, EMILIO 800 DOUGLAS ENTRANCE 2ND FLOOR CORAL GABLES FL 33134 US Title AVID SECHLER,PETER 150 N. ORANGE AVE SUITE 200 ORLANDO FL 32801 Annual Reports Report Year Filed Date 2011 06/06/2011 2012 04/14/2012 2012 07/02/2012 Document Imaaes 07/02/2012 -- ANNUAL REPORT View image in PDF format 04/14/2012 --ANNUAL REPORT View image in PDF format 06/06/2011 --ANNUAL REPORT View image in PDF format 01/07/2011 --ANNUAL REPORT View image in PDF format 08119/2010 --ANNUAL REPORT View image in PDF format 02/18/2010 --ANNUAL REPORT View image in PDF format 10/29/2009 -- ANNUAL REPORT F View image in PDF format 10/27/2009 -- ANNUAL REPORT View image in PDF format 10/23/2009 -- ANNUAL REPORT View image in PDF format 02/03/2009 --ANNUAL REPORT 1777ew 7age in PDF format 12/22/2008 -- Dom /For AR View image in PDF for , 12/04/2008 -- Name Change r View image in PDF format 04/30/2008 -- ANNUAL REPORT View image in PDF format 04/10/2007 -- ANNUAL REPORT View image in PDF format 04/27/2006 -- ANNUAL REPORT View image in PDF format 04/15/2005 -- ANNUAL REPORT View image in PDF format 04/14/2004 -- ANNUAL REPORT View image, in PDF format 04/22/2003 -- ANNUAL REPORT View image in PDF format 04/10/2003 -- ANNUAL REPORT r View image in PDF format 08/26/2002 -- ANNUAL REPORT r View image in PDF format 05/10/2001 --ANNUAL REPORT View image in, PDF format I IgE of 3 http: / /www. sunbiz. org /scripts /cordet. exe? action= DETFIL &ino_doc_ number= F95000O0401... 8/7/2012 www.sunbiz.org - Department ^f State 05/01/2000 -- ANNUAL REPORT View image in PDF format 03/04/1999 -- ANNUAL REPORT View image in PDF format 01/30/1998 --ANNUAL REPORT View image in PDF format 07/30/1997 -- ANNUAL REPORT View image in PDF format 08/09/1996 -- ANNUAL REPORT E View image in PDF format 05/15/1996 -- ANNUAL REPORT View image in PDF format 08/21/1995 -- DOCUMENTS PRIOR TO 1997 View image in PDF format Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List Events Name History Home I Contact us I Document Searches I E- Filinq Services I Forms I Help Copvricht c and Privacy Policies State of Florida, Department of State 11 age 3 of 3 Entity Name Search Submit http: / /www. sunbiz. org /scripts /cordet. exe? action= DETFIL &inq_doc_ number= F9500000401... 8/7/2012 1].E Contract #11 -5782 Wastewater Basin Analyses (Basin 3) PROFESSIONAL SERVICES AGREEMENT For BASIN #3 Master Pump Station (MPS) Basin 306 - Bayshore, consisting of basins 303, 304 and 306 (Bayshore Drive and Thomasson Drive); (Area South of US 41, and East of the Gordon River, excluding the City of Naples Wastewater Service Area) THIS AGREEMENT is made and entered into this jl�day of Q , 2012 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 AECOM Technical Services, Inc., authorized to do business in the State of Florida, whose business address is 4415 Metro Parkway, Suite 404 Ft. Myers, FL. 33916 (hereinafter referred to as the "CONSULTANT "). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Engineering Consulting Services of the CONSULTANT concerning Wastewater Basin Analyses (Basin 3) (hereinafter referred to as the "Project "), said services being more fully described in Schedule A, "Scope of Services ", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: Page 1 11E ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting Services (Basin 3) in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation ", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and /or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Lennart J. Lindahl, P.E., a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services-to-be provided -and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator Page 2 11E shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the 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 Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of- the - design documents -in- no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amounts 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 Page 3 11E 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. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic) GPS- Network as provided -by- OWNER.- Information- layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. Page 4 11E ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement 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 Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to 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 this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.1. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. Page 5 11E 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for OWNER'S use. 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER' office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein— - 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). Page 6 11E 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; Page 7 11E (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with Schedule C, attached hereto and made a part hereof. Time is of the essence with respect to the performance of this Agreement. The term of this contract shall be for sixty (60) days following the final acceptance of the construction project associated with this agreement and no longer than six (6) years, unless with prior approval by the Board of County Commissioners. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault -or- neglect, including- but -not- restricted to acts -of nature-or of public enemy, -acts oUgovernment_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. Page 8 11E 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the 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 this Agreement 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. Page 9 11E ARTICLE FIVE 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 Schedule B, entitled "Basis of Compensation ", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ( "Project Documents "). 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 on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. 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. -- Page 10 11E ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. 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. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida 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 NINE INSURANCE - 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. Page 11 11E 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured 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 applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self - insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County. 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. Page 12 11E 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the 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 as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified —each subconsultant and- subcontractor it intends to- utilize on the Project in -- Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F 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 Page 13 11E subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement 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. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance_of_CONSULTANT'S service nor payment-by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. Page 14 11E ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by 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, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but Page 15 11E not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. 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. 12.5. 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. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty - five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, 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 this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act -or fault of the - CONSULTANT or its - subconsultant or- subcontractor or their agents- or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon Page 16 11E fourteen (14) additional days' written notice to the OWNER, terminate the Agreement 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. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOUR -TEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required Page 17 11E hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County'Florida Purchasing Department 3327 Tamiami Trail East Naples, FL. 34112 Attention: Director of Purchasing / General Services Phone: 239- 252 -8407; Fax: 239 - 732 -0844 16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: AECOM Technical Services 4415 Metro Parkway, Suite 404 Ft. Myers, FL. 33916 Attn: Ron Cavalieri Telephone: 239 - 278 -7996; Fax: 239 - 278 -0913 Page 18 I I E 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Page 19 11E 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS RFP #11 -5782 TERMS & CONDITIONS ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT /PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, Page 20 11E individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth -In- Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision - making authority and by 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 Page 21 11E 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. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seg. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. Remainder of page intentionally left blank Page 22 11E IN WITNESS WHEREOF, the Consultant and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: DwiOt E. Brock, Verk of Courts r.' J By'U .1. � i� 4 q, (��- , - First Witness RONJ& G"V(1(J` 1 TType/ print witness na eT -7 11,411�za eco d itness M c% (L4W-# TType/ print witness nameT Approved as to form and legal sufficiency: ounty Attorney Dr� Print Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA B • 7-Ul . Y• C,�V4 Fred W. Coyle, Chairman AECOM Technical Services Inc. V Consulitaf .��, Page 8 of10 LdNKARt J. Lindahl r,; Rtr; ^t VP Typed signature and title 11E SCHEDULE A SCOPE OF SERVICES 1. DESCRIPTION OF PROJECT: 1.1. The basin region is described below: BASIN #3 Master Pump Station (MPS) Basin 306 - Bayshore, consisting of basins 303, 304 and 306 (Bayshore Drive and Thomasson Drive); (Area South of US 41, and East of the Gordon River, excluding the City of Naples Wastewater Service Area) A. SCOPE OF SERVICES The scope of work to be provided to the COUNTY is organized into five (5) Task Groups as detailed below. B. COUNTY RESPONSIBILITIES 1. COUNTY will attend all required meetings and provide feedback in a timely manner. 2. COUNTY will provide CONSULTANT access to the project area. 3. COUNTY will provide available as- constructed documents (including drawings, specifications, shop drawings, etc.) for the existing facilities. The CONSULTANT may rely on this information without further verification. 4. COUNTY will review, make comments, and approve all submittals made by CONSULTANT to the OWNER as set-forth herein. Fourteen (14) calendar days have been allocated in the schedule for each OWNER review. 5. COUNTY will provide CONSULTANT with most current GIS shapefiles and geodatabase for existing wastewater collection and conveyance system. COUNTY will be responsible for validity of GIS geodatabase data. 6. COUNTY will provide CONSULTANT with most current Excel spreadsheet for existing pump station and wet well data. COUNTY will be responsible for validity of information provided in the spreadsheet. 7. COUNTY will provide CONSULTANT with design and permit documents associated with the planned unit developments in the MPS 306 Basin. CONSULTANT will consider this information for projection of future wastewater flow buildout condition. 8. COUNTY will provide CONSULTANT with a copy of the Preliminary Alignment Study for the new force main. A -1 11E TASK DESCRIPTION Task Group No. 1 - Project Management Throughout the duration of the program, the Consultant will provide project management assistance consisting of the following: • Attend biweekly (every two weeks) progress meeting with PUD staff • Graphics /exhibit preparation • Progress meeting assistance • Project management assistance • Project management plan preparation. Project Management Plan will include project goals and objectives, scope of work and work breakdown structure, project schedule and budget, staffing plan with individual roles and responsibilities, document management system, contact information and communication protocol, monitoring and reporting plan, description of deliverables and review process plan, Quality Assurance /Quality Control (QA/QC) Plan, and Health and Safety Plan (HASP). • Coordinate project activities throughout the duration of the project • Conduct project kick -off meeting Attendance at Project Progress Meetings: The Consultant shall attend bi- weekly meetings with County representatives, as requested by the Program Manager, throughout the program to keep the County informed of the project progress, to make certain that the Consultant is productively conducting its consulting services and to obtain input and direction as required for outstanding project issues. A firm day and time will be established for all bi- weekly meetings. Meeting objectives will be to provide progress updates, reach decisions on pertinent issues relative to the specific topics being addressed. Progress meetings may be held with other selected Engineers in order to effectively collaborate on the work effort associated with this program. The Consultant shall prepare and distribute agendas and minutes for each meeting incorporating agenda items and meeting minute corrections provided by the County. Agendas shall be submitted to the County at least two days prior to the meeting. Draft minutes will be submitted to the County no more than three (3) working days following each meeting; County will provide comments no more than three working days after receipt of draft minutes. Subtasks under this Task include:: 1. Prepare Project Management Plan 2. Attend Progress Meetings, including kick -off meeting. There will be 40 progress meetings plus the kick -off meeting. 3. Coordinate project activities throughout the duration of the project. The estimated project duration is 80 weeks. Task Group No. 2 - Work Plan Development Consultant will prepare a Field Data Collection Work Plan prior for implementation of field data collection activities. The Field Data Collection Work Plan will be completed as outlined below: 1) Review existing information and prepare field data collection work plan outline and submit to COUNTY for review prior to holding a data collection workshop. A -2 11E 2) Prepare data collection meeting agenda; attend meeting with COUNTY staff to discuss data needs and planned data collection efforts; and prepare and distribute meeting notes. 3) Prepare draft Field Data Collection Work Plan and submit to COUNTY for review. The Field Data Collection Work Plan will include the following: • Introduction — purpose and objectives of field data collection • Existing System and Operation — overview of MPS Basin 306 • Requirements for data collection, including Pump Station indirect flow monitoring, and pressure monitoring • Pump Station Evaluations — objective and procedure for station survey, and criteria for physical inspections (civil, electrical and I&C, structural) • Hydraulic Modeling — purpose, methodology for model construction, data collection requirements Consultant shall conduct internal QA/QC review of draft Work Plan prior to submission to the COUNTY 4) Meet with COUNTY to discuss the draft data collection work plan and receive COUNTY comments. Prepare and distribute final field data collection work plan. Task Group No. 3 — Preliminary Engineering 1) Determine /confirm the pump station (PS) service area (basin) for each pump station. Consultant shall prepare a sewer shed map and shapefile delineating the sewer shed tributary to each pump station for the MPS Basin 306 wastewater collection and conveyance system. 2) Determine existing and ultimate theoretical wastewater generation for each pump station (PS) service area based on current land use and zoning. Estimate potential ultimate wastewater flow generation for vacant land by assuming a practical potential zoning designation consistent with historic rezoning trends. Consultant shall develop existing and ultimate wastewater generation flow rates for each pump station based on estimated population served within each sewer shed. Consultant will coordinate population projections with the Collier County Comprehensive Planning Section to utilize existing information for future land use and population projections. Consultant shall meet with the COUNTY and the Comprehensive Planning Section to agree upon the data sources and parameters that will be used for making these projections. The following information will be used in completing the theoretical and ultimate population and flow projections: • SCADA runtime records for all wastewater service area pump stations within the study area that are connected to the COUNTY's Water Reclamation Facilities (WRFs) • Historical diurnal flows to the South County WRF (SCWRF) • Pump curves for each wastewater pump station. • Traffic Analysis Zone (TAZ) population data for the wastewater service area • Collier County Water and Sewer Districts population data. Population estimates are based on Bureau of Economic and Business Research (BEBR) medium range growth through 2031 A -3 11E • Level of Service Standards (LOSS). The LOSS for the NCWRF is 120 gpcd and for the SCWRF is 100 gpcd. • GIS files indicating current locations of wastewater pump stations and force mains, existing roads, topography, existing and future land use, and parcel data. Consultant shall prepare a draft Technical Memorandum summarizing the results of the existing and ultimate wastewater flow projections. Consultant shall conduct internal QA/QC review of draft Technical Memorandum prior to submission to the COUNTY. Meet with County staff to review draft Technical Memorandum and, after addressing COUNTY comments prepare and submit a final Technical Memorandum. 3) Collect the necessary, information to confirm the build out flow conditions for each pump station both public and private. Obtain, if possible, the following documents: • FDEP permit files for each pump station to identify the original design flow • Existing and future land use maps • Existing zoning maps • Existing and proposed (if known) PUDs. • GMD or other approved wastewater pump station plans The information described in paragraph 3 above will be provided by PUPPMD staff prior to development of the existing and ultimate wastewater flow generation rates under Task 3.2. 4) Determine current wastewater flow generation for each pump station service area based on SCADA information provided by COUNTY or other methods acceptable to the Consultant and COUNTY. Consultant shall conduct indirect flow monitoring for all County -owned and private pump stations (a total of 34 stations, not counting the 3 MPSs). The indirect flow monitoring will be accomplished by monitoring the water surface elevation in the wet well and pump run times. The wet well elevation data will be recorded electronically using a data logger. To accomplish this Consultant will monitor wet well elevations for the seven (7) privately owned pump stations during a 4 week flow monitoring period. The wet well elevations for the 27 COUNTY owned stations will be monitored for 1 week to establish pump operating elevations. Thereafter, it is assumed that pumps will continue to operate at these elevations. Estimated flow will be computed from monitored data. The results of the indirect flow monitoring will be summarized in a technical memorandum, which include graphs of estimated flow versus time for each pump station during the entire monitoring period. The COUNTY will be responsible for providing pump run time data and to operate the system. Consultant shall also summarize the COUNTY's SCADA data over a three (3) year period to identify peak dry and peak wet weather flow for each of the COUNTY owned pump stations. COUNTY will provide Consultant with direct flow monitoring data for the MPSs 303, 304 and 306. 5) Consultant shall develop a hydraulic model of the manifolded force main network for the MPS Basin 306. The hydraulic model will be used in the assessment of pumping station hydraulics. The hydraulic model of the wastewater pump station and force main network will be constructed using the COUNTY's wastewater system GIS geodatabase, pump and wet well data, and pump station operations data and analysis. CONSULTANT shall create the hydraulic model in Sewer Gems® Sanitary, version V8i (series 3). The hydraulic model will include wet wells, pumps, and manifolded wastewater force main network. Gravity sewers will not be included in the hydraulic model. The model elements will be constructed with physical data (size, diameters, elevations, wet well operating levels, and pump curves) for the pump stations described above. Boundary A-4 11E conditions will be established for points of connection to the system -wide Wastewater Collection and Conveyance System. To assist with model verification Consultant shall monitor pressure at six existing ARV locations in the MPS Basin 306 force main network. Consultant shall install pressure transducers at each location and monitor the pressure for a period of one (1) week. Consultant shall download data and provide graphical results. CONSULTANT shall prepare a draft hydraulic model construction Technical Memorandum . The Technical Memorandum will include a written description of the model construction and supporting documentation. Consultant will conduct QA/QC review and address QA/QC comments prior to submission to the COUNTY. Submit draft Technical Memorandum to the COUNTY. The Consultant shall meet with County staff to review draft Technical Memorandum, and, after addressing COUNTY comments prepare and submit a final Technical Memorandum. 6) Prepare exhibits for each pump station service area illustrating the pump station service area and the associated existing and future land use and zoning Exhibits for each pump station service area will be included in the Pump Station Evaluation Report prepared under Task 4. Task Group No. 4 - Pump Station Evaluations and Reports 1) Pump Station Evaluations: Consultant will complete a pump station evaluation for only the COUNTY owned pump stations. There are 30 COUNTY owned pump stations within MPS 306 Basin, including 3 MPSs. a. A local knowledgeable Florida - licensed professional land surveyor or mapper shall survey each pump station site and confirm that it is located inside a legal easement owned by or issued to the Collier County Water Sewer District. Retain the services of a local title research company specializing in ownership and encumbrance property reports to confirm easement ownership. Provide a detailed survey sketch of all above ground features, including landscaping within a 50 -ft radius from the pump station site including topography with both 1- foot contours and intermediate spot elevations. Locate and identify above- ground structures within 100 feet from the pump station. Deliver sketches in hard copy, PDF and AutoCAD format. Consultant shall also perform a subsurface utility exploration (SUE) for each pump station site to locate underground utilities. Soft digs to confirm size and type of utility are not included. The information obtained from the SUE will be included on the site surveys. b. Provide legal sketches and legal descriptions of required temporary and permanent easements when requested. Consultant shall prepare at least one (1) legal description and sketch for each COUNTY owned pump station for a total of thirty (30). c. Develop a pump station checklist to facilitate data collection during site visits. d. Visit each pump station site and document the structural, electrical, civil and mechanical conditions. Each site visit will include at a minimum, a civil (water /wastewater) engineer, structural engineer and an electrical engineer experienced with wastewater facilities. All engineers shall be registered professional Engineers in the state of Florida. All work performed shall be signed and sealed by Engineers performing the work. A -5 11E e. Gather available information related to each pump station to assist with pump station evaluation, including: • Pump Station As -Built information • Pump Station Operational Data including pump run times, system maps, original design data for pump station sizing, system modifications which may have altered the pump station flow since the original design was performed. f. Utilize local (Collier County) knowledgeable registered land surveyors to stake out the easements and /or property boundaries; collect and record the limits of the boundary as well as the physical location of the existing pump station components such that the adequacy of the existing area can be reviewed for future expansion. As part of this task, call Sunshine State One -Call System to have the existing utilities located and to determine pipe ownership (water, irrigation quality water, gas, electric, force mains, etc) prior to performing any field survey efforts. g. Utilize the information from the field evaluations and the data collection stage to perform an overall evaluation of each pump station. The field evaluations will include evaluation of pump station components. This will include: • An analysis of current and projected flows based on data collected • Availability of fiber optic cable for future SCADA connections • Available storage capacity in the pump stations collection system. This storage capacity shall include storage within manholes and sewer mains up to the lowest manhole overflow level • Collection System Storage Time - Determine the available response time from a pump station failure (high level alarm) to system overflow at current and ultimate design flows • Compliance with FEMA Flood Elevations • Costs of potential improvements • Electrical system components including site lighting, power feed (above - ground vs. underground), feed size, emergency power supply and related site electrical • Existing utilities which may be in conflict with future improvements • Existing vegetation that would require trimming and /or removal • Fencing /Bollards (conditions and sufficiency for future expansion) • Flow meter and by -pass assembly (if applicable) • Landscaping (code considerations) and irrigation • Odor control condition, size, unit type (if applicable) • Potential for bypass pumping • Presence of blower system for grease management • Pump condition and size adequacy (to meet future flows) • Pump controls and communication including control panels, programmable logic controllers (if present), variable frequency drives (if present), radio feed and tower location • Pump energy efficiency • Site access • Site layout of proposed improvements • Site size sufficiency • Water and irrigation quality water service availability • Wet well condition and sizing (to meet future flows) • Wet well ventilation In addition to the above, Consultant shall complete a detailed evaluation and hydraulic analysis of MPS 306. The COUNTY plans to replace the existing MPS 306 with a new MPS located on Thomasson Lane, west of the existing station. The evaluation will include the items listed above as well as the following: A -6 11E • The MPS 306 will be sized to include flow diverted from MPS 302 on a temporary basis. Normally flow is pumped from MPS 302 to the SCWRF, but in case of emergency or system maintenance, flow could be diverted to MPS 306. • A new force main from MPS 306 to the SCWRF. The COUNTY will provide Consultant with results of a Preliminary Alignment Study for the new force main. Consultant shall provide a preliminary alignment design on 22 -inch x34 -inch drawings at scale of 1 -inch = 20 feet, which shows the proposed force main alignment. • Piping modifications at the MPS 302 to permit flow diversion from MPS 302 to MPS 306 or to receive flow diverted from MPS 306 to MPS 302. • Pipe arrangement at MPS 306, which will permit flow to be pumped to either MPS 302 or to the SCWRF • The new force main will be inter - connected to an existing force main from MPS 301. The connection will be designed to also permit flow from MPS 301 to be conveyed to MPS 306 via the new force main. Consequently, the MPS 306 must have adequate capacity to pump the flow from MPS 301 to the MPS 302. 2) Following completion of Pump Station Evaluation, prepare a draft "Fence to Fence" Evaluation Report (Report) addressing Level 3 pump stations and three Master Pump Stations within the basin. The Report will include a summary of the findings for each evaluation component listed above. Prepare exhibits for each pump station service area illustrating the pump station service area and the associated existing and future land use and current zoning. Consultant will complete a Pump Station Evaluation Report for only the COUNTY owned pump stations. There are 30 COUNTY owned pump stations within MPS 306 Basin, including 3 MPSs. The Pump Station Evaluation Report will include a description of the recommended improvements and proposed site plan for each pump station, except MPS 306. The improvements outlined under Task 5 will be included, unless otherwise directed by the COUNTY. A separate Preliminary Design Report (PDR) shall be prepared for MPS 306. The MPS 306 Preliminary Design Report will include the following: a. Introduction, including background purpose and scope b. Description of existing facilities and existing site plan. c. Topographic survey of new site d. Recommended improvements, including the following i. Proposed site plan ii. Civil /mechanical requirements, including preliminary pump and pipe layout iii. Odor control requirements iv. Architectural requirements, including building floor plan and elevations. The building will include 2 rooms, 1 for the standby power generators and 1 for the electrical and I &C. v. Electrical requirements, including 1. Coordination with electric utility company 2. Preliminary single line diagrams vi. Instrumentation and control (I &C) requirements vii. Structural requirements, slab on grade for building, and below grade poured -in -place concrete structure for wet well A -7 11E viii. Building mechanical requirements, including air conditioning for I &C room and ventilation for generator room. ix. Requirement for standby power generators and diesel fuel storage tank x. Landscape /irrigation requirements xi. Civil /site requirements xii. Demolition plan for existing MPS 306 xiii. Piping modifications for MPS 302 e. Requirements for geotechnical investigation f. Hydraulic calculations g. Opinion of probable construction cost h. Implementation Plan, including schedule and required permitslapprovals 3) Five (5) printed copies and one electronic copy in PDF format of each draft Report will be delivered to Collier County for review and comment. Upon completion of the COUNTY's review of each report, meet with the COUNTY to discuss the report and any comments that the COUNTY may have. Consultant shall conduct internal QA/QC review of draft Pump Station Evaluation Report and MPS 306 PDR prior to submission to the COUNTY. Consultant shall attend one (1) meeting to review comments on each report. Revise each report based on comments received from Collier County and incorporate them into the final report for each pump station. Upon completion, four (4) signed and sealed copies of each report shall be provided to Collier County for their use in future planning for pump station upgrades. Task Group No. 5 — Final Design and Permitting 1) Plans and Specifications On the basis of the accepted preliminary fence to fence layout and recommended improvements, Consultant shall prepare final drawings and specifications, which provide the general scope, extent and character of the work to be furnished, and performed by the Contractor. Consultant will prepare and submit drawings and specifications at the 60 -, 90- and 100- percent complete stages for review and approval. An engineer's opinion of probable construction cost will accompany each submittal. Sixty (60), ninety (90) and one hundred (100) percent submittals will be required for all construction contracts except for Contract 4: Force Main from MPS 306 to SCWRF and Contract 5: MPS Basin 306 Pump Station Improvements. A 60- percent submittal will not be included for these contracts. Technical specifications will be based on the 16- Division format of the Construction Specifications Institute (CSI) in MS Word format. In addition to technical specifications, Consultant will coordinate with COUNTY to develop necessary General Conditions, Supplemental Conditions, and Special Provisions Specifications will be developed specifically for the project being constructed. Standard Collier County Specifications may be used for reference but the Consultant shall not rely on them as a replacement for sound engineering judgment and responsibility. Documents shall include drawings and project specifications ready for bidding, consistent with Collier County standards. Consultant shall prepare separate drawings and specifications (i.e. bid documents) for the following construction contracts: A -8 11E a) Contract 1: MPS 303. The improvements for MPS 303 are anticipated to include the following: a. Demolition of existing building if required to meet current building codes b. Replace existing building and all electrical, mechanical, and I &C equipment inside the building. New building will have 2 rooms, 1 for the standby power generator and 1 for electrical and I &C. The electrical and I &C room will be air conditioned. c. New standby power generator and /or pump and fuel oil storage tank d. Raise pump station valve vault piping above ground. Replace all piping inside wet well and above ground with HDPE pipe. e. ARV addition to above ground piping f. Provision for bypass piping and emergency pumping g. Addition of secondary containment berm to contain overflow from wet well h. It is assumed that the existing pumps and odor control equipment will not be replaced i. Consultant anticipates that plumbing and fire protection for the MPS 303 building are not required. b) Contract 2: MPS 304. The improvements for MPS 304 shall include the same components as those listed above for MPS 303. c) Contract 3: MPS 306. The improvements for MPS 306 shall include the following: a. Demolition of existing MPS 306 upon completion of the relocated Master Pump Station b. Construction of a new MPS 306 on a green field site located approximately 1000 feet west of the existing MPS 306. The capacity of the new pump station is anticipated to be in the range of 40 to 50 mgd. c. There may be either six or eight submersible pumps in a below grade poured in place concrete structure. d. A new building will be provided with 2 rooms: 1 for the standby power generators and /or pumps and 1 for the electrical and I &C. The electrical and I &C room will be air conditioned. e. Piping modifications at MPS 302, including installation of automatic motor operated valves and incorporated into the COUNTY's SCADA system for remote operation. f. Gravity sewer /force main extension between existing MPS 306 to new MPS 306. Estimated length is 1,200 feet. g. Proposed site plan will include secondary containment, landscaping, irrigation and stormwater drainage plan. h. A subsurface soil investigation will be performed for the new MPS 306 site. Two borings will be completed to a depth of 30 feet. i. Consultant anticipates that plumbing and fire protection for the MPS 306 building are not required. d) Contract 4: Force Main from MPS 306 to SCWRF. The design of the new force main will be based on the following: a. The new force main will extend from the new MPS 306 to the SCWRF. The estimated length is about 17,500 feet. b. It is anticipated that the force main alignment will follow the route shown for option B in the Collier County Force Main Extension Feasibility Study dated February 2012. Final pipe size and material selection will be determined during design of MPS 306. c. The COUNTY will provide Consultant with a Preliminary Alignment Study for the new force main. The Preliminary Alignment Study will include preparation of design level topographic survey, and location of existing utilities along the proposed route. COUNTY will provide electronic copy of drawings in dwg format. d. The Preliminary Alignment Study will include plans, which show the proposed horizontal location of the force main on 1 -inch = 20 feet scale drawings. The design is anticipated to be A -9 11E 30 % complete. Consultant will prepare plan and profile drawings, details and technical specifications for the final design. e. A field verification survey will be performed to confirm existing site conditions along the proposed route. For budgetary purposes, Consultant has assumed that no further survey will be required along the proposed force main alignment. f. A subsurface soil investigation will be performed along the proposed force main alignment. Borings will be located every 500 feet. g. Interconnection with force main from MPS 301 h. Surge suppression analysis and recommended improvements e) Contract 5: MPS Basin 306 Pump Station Improvements. The improvements for the MPS Basin 306 Pump Stations are anticipated to include the following: a. Raise pump station valve vault piping above ground. Replace all piping inside wet well and above ground with HDPE pipe. b. ARV addition to above ground piping c. It is anticipated that pumping equipment will not be replaced and there will be no electrical, structural or I&C improvements for the County owned pump stations. d. Consultant will prepare a typical demolition plan, and pump and valve vault piping plan for each of the County owned pump stations. A piping schedule will be prepared to provide pipe size and elevation specifications for each pump station. e. Design drawings will include existing site conditions plan and proposed site plan for each pump station. A Summary of Drawing Content for the anticipated final (issued for bidding) drawings is included in Table 1. Consultant anticipates that a budget for design of improvements in addition to those described above would be included in a separate Purchase Order. Furnish copies of Contract Documents that include engineering drawings and specifications. Present and review them in person with the County at the 60- percent and 90- percent completion stages in the project and make appropriate changes for the pump station site. Consultant shall Conduct QA/QC review and address QA/QC comments prior to submittal to COUNTY. Consultant shall meet with COUNTY staff to review each draft design submittal, and, after addressing COUNTY comments, prepare and submit final design documents. 2) Permits a. Prepare applications for an Insubstantial Change to a Site Improvement Plan when required from Collier County Growth Management Division and respond to requests for additional information. Prepare all other required permit applications. Permitting fees will be paid by the County. An application for Site Improvement Plan will be required for MPS 306. b. Prepare a permit application for submittal to the Florida Department of Environmental Protection (FDEP) and provide backup documentation including drawings and specifications for each pump station site. Respond to a request for additional information (RAI) from the FDEP. All permit fees will be paid by the County. A -10 11E Two separate permit applications will be required: 1 for MPS 306 and 1 for the force main from MPS 306 to the SCWRF. Modification to MPSs 303 and 304, and to the county owned pump stations will be treated as a maintenance activity and a FDEP permit is not required. c. Prepare applications for working in Collier County and FDOT right of way. Permitting fees will be paid by the County. Consultant shall prepare an FDOT permit application for the force main from MPS 306 to the SCWRF along state highway US 41. d. Prepare applications for SFWMD. Permitting fees will be paid by the County. Consultant shall prepare an Environmental Restoration Permit Application for the MPS 306. An Endangered Species study and wetlands delineation investigation is not required. The ERP will include a stormwater management plan. 3) Subsurface Soil Exploration. Consultant shall perform subsurface soil exploration for the new MPS 306 and the force main from MPS 306 to the SCWRF. The scope of services will include the following: • Conducting Standard Penetration Test (SPT) borings and auger borings to a depth of 15 feet for the new force main. Borings will be completed one every 500 feet along the proposed force main alignment. A total of 36 borings will be completed. The borings will include 6 SPT borings and 30 auger borings. • Conducting two (2) Standard Penetration Test (SPT) borings to a depth of 30 feet at the location of the MPS 306. A subsurface soil investigation report will be provided, which includes the results of the subsurface soil investigation and recommendations for site preparation and foundation design. The ground surface elevation at each boring location will be provided. B. DELIVERABLES All deliverables shall be furnished in MSWord or AutoCAD and Adobe pdf format. Deliverables include: 1. Project Management Plan 2. Progress Meeting Minutes 3. Outline of Field Data Collection Work Plan 4. Five (5) hard copy sets of draft Field Data Collection Work Plan for review by COUNTY 5. Five (5) hard copy sets of final Field Data Collection Work Plan. An electronic copy on CD of the Work Plan formatted in Word. 6. Five (5) hard copy sets of draft Existing and Theoretical Future Wastewater Flow Projections Technical Memorandum for review by COUNTY A -11 11E 7. Five (5) hard copy sets of final Existing and Theoretical Future Wastewater Flow Projection Technical Memorandum. An electronic copy on CD of the TM formatted in Word. 8. Five (5) hard copy sets of draft Hydraulic Model Construction Technical Memorandum for review by COUNTY 9. Five (5) hard copy sets of final Hydraulic Model Construction Technical Memorandum. An electronic copy on CD of the TM formatted in Word. 10. Five (5) hard copy sets of draft Pump Station Evaluation Report for review by COUNTY 11. Five (5) hard copy sets of final Pump Station Evaluation Report. An electronic copy on CD of the Reports formatted in Word. 12. Five (5) hard copy sets of draft MPS 306 Preliminary Design Report for review by COUNTY 13. Five (5) hard copy sets of final MPS 306 Preliminary Design Report. An electronic copy on CD of the Reports formatted in Word. 14. Five (5) hard copy sets of 60% complete Contract Drawings and Technical Specifications for review by the COUNTY. a. Contract 1: MPS 303 b. Contract 2: MPS 304 c. Contract 3: MPS 306 15. Five (5) hard copy sets of 90% complete Contract Drawings and Technical Specifications for review by the COUNTY a. Contract 1: MPS 303 b. Contract 2: MPS 304 c. Contract 3: MPS 306 d. Contract 4: Force Main from MPS 306 to SCWRF e. Contract 5: MPS Basin 306 Pump Station Improvements 16. Five (5) hard copy sets of final Contract Drawings and Technical Specifications. Provide electronic copy of Contract Drawings and Technical Specifications on CD for competitively bidding the work. a. Contract 1: MPS 303 A -12 11E b. Contract 2: MPS 304 c. Contract 3: MPS 306 d. Contract 4: Force Main from MPS 306 to SCWRF e. Contract 5: MPS Basin 306 Pump Station Improvements 17. Three (3) hard copy sets of signed and sealed Permit Applications and supporting documentation 18. Five (5) sets of Sail Investigation Report 19. Electronic copy of hydraulic modeling files and GIS Shapefiies on CD. C.SUBC©NSULTANTS The following Subconsultants will be utilized on this Phase: 1. Q Grady Minor to assist in initial data gathering, perform pump station surveys, field verification survey for force main from MPS 306 to the SCWRF, and design modifications for MPS 302 2. Johnson Engineering to perform indirect flow monitoring and pressure monitoring 3. Ardaman and Associates to perform subsurface soil exploration A -13 11E SCHEDULE B BASIS OF COMPENSATION TIME AND MATERIAL 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice, a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then - authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed to the attention of Craig Pajer, Principal Project Manager at Collier County Public Utilities, 3339 Tamiami Trail East, Suite 303, Naples, FL. 34112 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses in accordance with the terms stated below. Provided, however, in no event shall such compensation exceed the amounts set forth in the table below. Task # Phase I Tasks NOT TO EXCEED AMOUNT: 1 Project Management $147,850 2 Work Plan Development $43,428 3 Preliminary Engineering $180,769 4 Pump Station Evaluations and Reporting $536,700 5 Final Design and Permitting $961,721 TOTAL FEE Total Items 1 -5 $1,870,468 B.2.2 Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. B.2.3 With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by OWNER, regarding CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER. B.2.4 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section B -1 11E 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without OWNER'S prior written approval. B.2.5. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out -of- pocket expenses incurred in the performance of all such services. B.2.6 Notwithstanding anything in this Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees and Reimbursable Expenses earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non - payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and the Project name and shall not be submitted more than one time monthly. B.3.3 Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task limits set forth in the table in Section 2.1 by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. B.3.4 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.5 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum B -2 11E markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B.3.5.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark -up by the CONSULTANT, and shall consist only of the following items: B.3.5.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.5.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from /to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.5.1.3. Permit Fees required by the Project. 8.3.5.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.5.1.5 Expense of models for the County's use. B.3.5.1.6 Other items on request and approved in writing by the OWNER. END OF SCHEDULE B. B -3 11E ATTACHMENT 1 to Schedule B Contract No: #11 -5782 "Wastewater Basin Analyses for Basin 3" PERSONNEL CATEGORIES & HOURLY RATES Personnel Category Standard Hourly Rate Principal $195 Senior Project Manager $165 Project Manager $148 Senior Engineer $155 Engineer $119 Senior Inspector $85 Inspector $65 Senior Planner $140 Planner $110 Senior Designer $115 Designer $100 Environmental Specialist $115 Senior GIS Specialist $145 GIS Specialist $100 Clerical $60 Surveyor and Mapper $130 CADD Technician $85 Survey Crew - 2 man $130 Survey Crew - 3 man $160 Survey Crew - 4 man $180 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 task by task basis as needed. IM] 11E SCHEDULE C PROJECT SCHEDULE Phase I Services The services described herein will commence upon receipt by the CONSULTANT of a Notice -to- Proceed and executed Work Order from the COUNTY. The estimated time required to complete the tasks described above is as follows: Task 1 — Project Management (concurrent with Tasks 2 -6) 560 Task 2 — Work Plan Development 60 Task 3 — Preliminary Engineering 120 Task 4 — Pump Station Evaluations and Reporting 120 Task 5 — Design and Permitting 260 It is anticipated that the services for the project (Tasks 1 -5) will be performed within a time limit not to exceed 560 days from the date of a Notice to Proceed). If the services have not been completed within the above time limit due to delays caused by COUNTY, COUNTY will consider request by C-1 11E SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self- insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance 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 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 D -1 11E 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 Project. (6) The acceptance by OWNER of any Certificate of Insurance 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 or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. D -2 11E (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the 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 for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? _X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100, 000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee X` $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. D -3 11E (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable _X Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable _X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $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 D-4- 11E _X General Aggregate $1,000,000 Products /Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modes insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self- insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self- insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his /her designee. (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. claims. (4) Coverage shall be included for explosion, collapse or underground property damage (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 (7) 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 11E 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: Bodily Injury & Property Damage - $ 500,000 X Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: D -6 11E $ 500,000 each claim and in the aggregate $1,000,000 each claim and in the aggregate _X_ $2,000,000 each claim and in the aggregate $5,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty -four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20 %) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. D -7 11E PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project- specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self- insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. C. Current deductibles /self- insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D D -s 11E SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, AECOM Technical Services, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning Wastewater Basin Analyses (Basin 3) are accurate, complete and current as of the time of contracting. AECOM Technical Services, Inc. BY: TITLE: District Vice President DATE: 09/18/12 E -1 SCHEDULE F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Phase I Services Name Personnel Category % of time Ronald Cavalieri Fred Mittl Clement Anson Mark Pellish Ted Stillwell Natalie Urick Carolyn Mori Doug Eckmann Khalid Motiwala Dominique Brocard Dan Augusti Jaime Tyson Rasesh Shah Matt Gordon Steve Cyr Cherie Wolter Diane McNulty Brenda Keenan Dorothy Siplin Joe Collins Kevin Friedman Carl Edquist Steven Benson Principal Principal Senior Project Manager Senior Engineer Senior Project Manager Project Manager Engineer Principal Principal Principal Senior Engineer GIS Specialist Senior Engineer Designer Cadd Technician Clerical Clerical Senior Engineer Engineer Engineer Project Manager Senior Project Manager Cadd Technician F -1 Total 7 2 2 3 3 9 8 0.5 0.5 0.5 1 2 2 6 12 5 1 3 4 5 8.5 3 12 100% 11E 11E A� °® CERTIFICATE OF LIABILITY INSURANCE DATE ( /2012 YYYY) 091,0120,2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh Risk & Insurance Services CA License #0437153 CONTACT NAME: A PHONE N Ex t), AC, No): E -MAIL ADDRESS: 777 South Figueroa Street Los Angeles, CA 90017 Attn: Lori Bryson (213)- 346 -5464 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Zurich American Insurance Company 16535 06510 - AECOM- CAS -12/13 Fort M FL JMCCA tbd INSURED 4415 AECOM M Technical Services, Inc.(from USA) 4415 Metro Parkway, Suite 404 INSURER B : INSURER C Illinois Union Insurance Cc 27960 INSURER D: N/A NIA Fort Myers, FL 33916 INSURER E: $ 5,000 PERSONAL & ADV INJURY INSURER F: COVERAGES CERTIFICATE NUMBER: LOS- 001367429 -29 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MM /DD/YYYY LIMITS A GENERAL LIABILITY GLO 5965891 04 04/01/2012 04101/2013 EACH OCCURRENCE $ 2,000.000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE M OCCUR DAMAGES ( Ea ccRENTED PREM ISES o urrence 1,000,000 $ MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 X POLICY PRO LOC $ A AUTOMOBILE LIABILITY BAP 5965893 04 04101/2012 04/01/2013 COMBINED SINGLE LIMIT Ea accident 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO 1 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED I I RETENTION $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY YIN E.L. EACH ACCIDENT $ ANY PROPRIETOR /PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F N/A E.L. DISEASE - EA EMPLOYE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ C ARCHITECTS & ENG. EON G21654693 10108/2011 04/01/2013 Per Claim /Agg $1,000,000 PROFESSIONAL LIAB. " "CLAIMS MADE Included DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Contract #11 -5782 Water Basin Analysis. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS AND CERTIFICATE HOLDER ARE NAMED AS ADDITIONAL INSURED FOR GL & AL COVERAGES, BUT ONLY AS RESPECTS WORK PERFORMED BY OR ON BEHALF OF THE NAMED INSURED. CERTIFICATE HOLDER CANCELLATION Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Purchasing Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Dianna Perryman, Contract Specialist ACCORDANCE WITH THE POLICY PROVISIONS. 3301 Tamiami Trail East Naples, FL 34112 AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services David Denihan ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 11E AC ®RO® CERTIFICATE OF LIABILITY INSURANCE tft� 4/1/2013 DATE(MM /DD /YYYY) 9/10/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLC 19500 MacArthur Blvd., Suite 1250 CA License #OF 15767 Irvine 92612 NTA T NAME: PHONE JFAX (AIC, No. Ext : A/C, No): E -MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # 949 - 252 -4400 INSURER A: Travelers Property Casualty Co of America 25674 INSURED AECOM Technology Corporation INSURER B: DAMAGES ( RENTED PREMISES (Ea occurrence) INSURER C: 1075642 AECOM Technical Services, Inc. 4415 Metro Parkway, Suite 404 Fort Myers FL 33916 INSURER D: INSURER E INSURER F: $ XXXXXXX COVERAGES AECTE01 OE CERTIFICATE NUMBER: 11987976 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADD INSR SUBR WVD POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM /DDNYYY LIMITS GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE DAMAGES ( RENTED PREMISES (Ea occurrence) $ XXXXXXX COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) $ XXXXXXX CLAIMS -MADE DOCCUR PERSONAL & ADV INJURY $ XXXXXXX GENERAL AGGREGATE $ XXXXXXX GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ XXXXXXX POLICY PRO JECT LOC $ AUTOMOBILE LIABILITY NOT APPLICABLE (Ea accident) $ XXXXXXX BODILY INJURY (Per person) $ XXXXXXX ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident $ XXXXX XX PROPERTY DAMAGE $XXXXXXX HIRED AUTOS NON -OWNED AUTOS $ XXXXXXX UMBRELLA LIAB HCLAIMS-MADE OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAB AGGREGATE $ XXXXXXX DED I I RETENTION $ $ XXXXXXX A • • A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /P Y/ N OFFICER/MEMBER EXCLUDE/EXECUTIVE EXCLUDED? � (Mandatory in NH) DESCRIPTION OF under below NIA N TRJUB- 4245B231 -12 (AZ,MA,OR,WI) C2JUB -42456 2 2A -12 (All Other States) 4/1/2012 4/1/2012 4/1/2013 4/1/2013 X TORY LIMIT - ER E.L. EACH ACCIDENT $ 1 000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Notice of Cancellation applies per attached endorsement. Contract #I1 -5782 Water Basin Analysis Collier County Florida CERTIFICATE HOLDER CANCELLATION See Attachment 11987976 Collier County Purchasing Department 3301 Tamiami Trail East Naples FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The ACORD name and logo are registered marks of ACORD TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 11 (A) POLICY NUMBER: TRJUB- 4245B231 -12 TC2JUB- 4245B22A -12 NOTICE OF CANCELLATION Except for non - payment of premium by you, we agree that no cancellation or limitation of this policy shall become effective until the number of days written notice specified in item 2 of the Schedule has been mailed to you and to the person or organization designated in item 1 of the Schedule at the address indicated. SCHEDULE 1. Name: Any person or organization to whom you have agreed in a written contract that notice of cancellation or material limitations of this policy will be given but only if: 1. You send us a written request to provide such notice, including the name and address of such person or organization, after the first Named Insured receives notice from us of the cancellation or material limitation of this policy; and 2. We receive such written request at least 14 days before the beginning of the applicable number of days shown in this Schedule. Address: The address for that person or organization included in such written request from you to us 2. Number of Days Written Notice: 30 Additional Days Collier County Purchasing Department 3301 Tamiami Trail East Naples, FL 34112 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 4/1/2012 Policy No. TRJUB - 42458231 -12 Endorsement No. TC2JUB- 4245B22A -12 Insured AECOM Technology Corporation AECOM Technical Premium $ Services, Inc. Insurance Company Travelers Property Casualty Co of America Page 1 of 1 Attachment Code: D461827 Master ID: 1075642, Certificate ID: 11987976