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Backup Documents 09/25-26/2012 Item #11A
11A MEMORANDUM Date: October 22, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #12-5901 "Construction Engineering and Inspection (CEI) Services for US41 & SR/CR 951 Intersection Improvements and SR951/3R Improvements" Contractor: Atkins, North America, Inc. Attached is an original copy of the contract referenced above, (Item #11A) approved by the Board of County Commissioners on September 25, 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 11A Purchasing Department jer County 3327 Tamiami Trail East REGB IED Naples, Florida 34112 Services tin Telephone: (239)252-8941 Purctiasing OCT 1 2 2012 FAX:(239)252-6700 Email: RhondaCummings(a.colliergov.net RISK MANAGEMENT' www.colliergov.net/purchasing Memorandum Subject: Contract#12-5901 "CEI and Related Services for US41 & SR/CR951 Intersection Improvements and SR951 3R Improvements" rl Date: October*5, 2012 From: Diana DeLeon for Rhonda Cummings, FCCN, CPPB, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the Board of County Commissioners on September 25, 2012 agenda item 11.A. The County is in the process of executing this contract with Atkins North America, 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 - y que-`ions, please contact me at .•- above •"=ferenced information. Ins - - .roved By j anager k in nce Signature rsate \0� to\ `Vti (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFo rmsand Letters/RiskMgmtReviewofl nsurance4/15/2010/16/09 11A Contract#12-5901 CEI and Related Services for US 41/CR 951 Intersection Improvements & 3R Improvements to SR 951 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this :"5 day of �� ��,,�(�; 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 Atkins North America, Inc. authorized to do business in the State of Florida, whose business address is 4030 West Boy Scout Boulevard, Suite 700, Tampa, Florida 33607 (hereinafter referred to as the "CONSULTANT"). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Construction, Engineering and Inspection (CEI) and related services of the CONSULTANT concerning CEI and Related Services for US 41/CR 951 Intersection Improvements & 3R Improvements to SR 951 (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: TPA#1953637.9 PSA 1 11A ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Construction, Engineering and Inspection (CEI) and related 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 Steven Martin, 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 TPA#1953637.9 PSA 2 11 A 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, 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. TPA#1953637.9 PSA 3 11A 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. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through an Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the 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 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 TPA#1953637.9 PSA 4 11A 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. 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. TPA#1953637.9 PSA 5 11A 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. 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 TPA##1953637.9 PSA 6 11A i 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, 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. TPA#1953637.9 PSA 7 11A 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 the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. 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 TPA#1953637.9 PSA 8 11A 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. 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, Auto CADD 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 TPA#1953637.9 PSA 9 11A 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 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 TPA#1953637.9 PSA 10 11A 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: 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, 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, which are to be provided in the form attached as Attachment I to Schedule D, must identify the specific Project name, as well as the site location and address (if any). TPA#1953637.9 PSA 11 11A 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. 9.3.6. All insurance policies to be provided by CONSULTANT pursuant to the terms hereof must expressly state that the insurance company will accept service of process in Collier County, Florida and that the exclusive venue for any action concerning any matter under those policies shall be in the appropriate state court situated in Collier County, 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. 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 TPA#1953637.9 PSA 12 11A 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 terms 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 TPA#1953637.9 PSA 13 11A 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. 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, and/or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, and/or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT and/or by any of CONSULTANT'S principals, officers or directors, and/or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, and/or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, and/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 TPA#1953637.9 PSA 14 11A 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 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 TPA#1953637.9 PSA 15 11A 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 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. TPA#1953637.9 PSA 16 11A 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: Joanne Markiewicz, Interim Purchasing/GS Director Phone: 239-252-8407; Fax: 239-252-6583 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: TPA#1953637.9 PSA 17 hA Atkins North America, Inc. 1514 Broadway, Suite 203, Fort Myers, Florida 33901 Telephone: 239-334-7275 Fax: 239-334-7277 Attn: Michael R. Ryan, P.E., PMP 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 TPA#1953637.9 PSA 18 HA and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS 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. TPA#1953637.9 PSA 19 114 , 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 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 TPA#1953637.9 PSA 20 11A 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 Consultant Presentations At the discretion of the County, the Consultant may be required to provide a brief update on the Project to the Collier County Board of County Commissioners, "Board", up to two (2) times per contract term. Presentations shall be made in a properly advertised Public Meeting on a schedule to be determined by the County Manager or his designee. Prior to the scheduled presentation date, the Consultant shall meet with appropriate County staff to discuss the presentation requirements and format. Presentations may include, but not be limited to, the following information: Original contract amount, project schedule, project completion date and any changes to the aforementioned since Notice to Proceed was issued. TPA#1953637.9 PSA 21 11A IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for CEI and Related Services for CEI and Related Services for US 41/CR 951 Intersection Improvements & 3R Improvements to SR 951 the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwightt. Brock, Q rk ti A By D', Date , �I ,,��, ►emu By 7"i I y. Fred W. Coyle, Chairman $ OA4. Ap• - ed as to fo .nd I,gal s'ufficienc ounty Attorney .T. ep Atkins North America, Inc. l,J /14-.°7itness � / �1 Steven W. Martin/Vice President i L L . �c�i11S-.0-- /On IS! Typed Name and Title Typed Name and Title it ss J wAi Bay -�� /./m , s skit" Typed Name and'Title TPA#1953637.9 PSA 22 SCHEDULE A 11 A SCOPE OF SERVICES Consulting, Engineering and Inspection (CEI) and Related Services for: US 41/CR 951 Intersection Improvements & 3R Improvements to SR 951 (Phase 1A) Financial Project ID(s):428147-1-58-01 & 425209-1-58-01 County Project No. 60116 1.0 PURPOSE: This scope of services describes and defines the Construction Engineering and Inspection (CEI) services which are required for constructability review, value engineering, contract administration, inspection, and materials sampling and testing for the construction projects listed below. 2.0 SCOPE: These projects are being done as a Joint Participation Agreement (JPA) with the Florida Department of Transportation (FDOT). Provide services as defined in this Scope of Services, the referenced Florida Department of Transportation (FDOT) manuals, and procedures. The projects for which the services are required are: Financial Project ID: County Project No: 60116/FPID 428147-1-58-01- (US41 & SR/CR951 At- Grade Intersection Improvements County Project No: 60116/FPID 425209-1-58- 01- SR951 3R Improvements Descriptions: FDIP 428147-1-58-01 — Intersection Improvements (Phase 1) Design will be based on the preferred interim at-grade improvements. The project limits along US 41 is from 1,000 feet west, to 800 feet east of the intersection. There is a 3,040 foot long transition section that extends eastwards along US41. The project limits along SR/CR 951 is from 1,900 feet south to 2,000 feet north of US 41. For related documents see FHWA Approved PD&E design reevaluation report and 60% design plans. FPIP 425209-1-58-01 — SR951 — RRR Project (Phase 1A) Project limits are from Milepost 6.332 to Milepost 9.551 — a distance of 3.219 miles. This resurfacing project includes conversion of the existing span wire signal system to mast arms at two (2) intersections — at mile post 8.491 and mile post 8.615. In addition striped and signed bike lanes throughout the project. Bus stops enhancements at Manatee Road (NB & SB), with bus bays. County: Collier Exercise independent professional judgment in performing obligations and responsibilities under this Agreement. Pursuant to Section 4.1.4 of the TPA#1953637.9 PSA AA-1 11A Construction Project Administration Manual (CPAM), the authority of the Consultant's lead person, such as the Senior Project Engineer, and the Consultant's Project Administrator shall be identical to the Collier County Construction Management Department and shall be interpreted as such. Services provided by the Consultant shall comply with FDOT manuals, procedures, and memorandums in effect as of the date of execution of the Agreement unless otherwise directed in writing by the County. Such FDOT manuals, procedures, and memorandums are found at the State Construction Office's website. On a single Construction Contract, it is a conflict of interest for a professional firm to receive compensation from both the County and the Contractor either directly or indirectly. Other projects developing within the geographical area of Collier County may be added at the County's discretion. The Consultant must perform to the satisfaction of the County's representatives for consideration of additional CEI services. 3.0 LENGTH OF SERVICE: CEI contract will be administered in two phases. Phase 1 will be Constructability Review and Value Engineering Services. Phase 2 will begin 1 month prior to the construction contract NTP and will end 1 months after construction completion. The services for each Construction Contract shall begin upon written notification to proceed by the County. The County Construction Project Manager shall track the execution of the Construction Contract such that the Consultant is given timely authorization to begin work. While no personnel shall be assigned until written notification by the County has been issued, the Consultant shall be ready to assign personnel within two (2) weeks of notification. For the duration of the project, coordinate closely with the County and Contractor to minimize rescheduling of Consultant activities due to construction delays or changes in scheduling of Contractor activities. For estimating purposes, the Consultant will be allowed an accumulation of thirty (30) calendar days to perform preliminary administrative services prior to the issuance of the Contractor's notice to proceed on the first project and thirty (30) calendar days to demobilize after final acceptance of the last Construction Contract. TPA#1953637.9 PSA AA-2 1 1 A The anticipated letting schedules and construction times for the projects are tabulated below: CEI Contract Estimate Financial Letting Date Start Date Duration Project ID (Mo/Day/Yr) (Mo/Day/Yr) (Days) 428147-1-58-01 TBD TBD 608 (Phase 2) 425209-1-58-01 TBD TBD Runs Concurrently 4.0 DEFINITIONS: A. Agreement: The Professional Services Agreement between the County and the Consultant setting forth the obligations of the parties thereto, including but not limited to the performance of the work, furnishing of services, and the basis of payment. B. Contractor: The individual, firm, or company contracting with the County for performance of work or furnishing of materials. C. Construction Contract: The written agreement between the County and the Contractor setting forth the obligations of the parties thereto, including but not limited to the performance of the work, furnishing of labor and materials, and the basis of payment. D. Construction Project Manager: The County employee assigned to manage the Construction Engineering and Inspection Contract and represent the County during the performance of the services covered under this Agreement. E. Construction Training/Qualification Program (CTQP): The Department program for training and qualifying technicians in Aggregates, Asphalt, Concrete, Earthwork, and Final Estimates Administration. Program information is available at CTQP website. F. Consultant: The Consulting firm under contract to the County for administration of Construction Engineering and Inspection services. G. Consultant Project Administrator: The employee assigned by the Consultant to be in charge of providing Construction Contract administration services for one or more Construction Projects. H. Consultant Senior Project Engineer: The Engineer assigned by the Consultant to be in charge of providing Construction Contract administration for one or more Construction Projects. This person may supervise other Consultant employees and act as the lead Engineer for the Consultant. I. County Construction Manager: The administrative head of the Construction Management Department J. Director of Transportation Operations: The Director of Construction, Maintenance, Traffic Operations, Materials, and Safety. TPA#1953637.9 PSA AA-3 11A K. Division Administrator: The Administrative Head of the County's Growth Management Division. L. Engineer of Record: The Engineer noted on the Construction plans as the responsible person for the design and preparation of the plans. M. FDOT Operations Engineer: The Engineer assigned to a particular County or area to administer Construction and Maintenance Contracts for the FDOT. N. Public Information Officer: The County employee assigned to manage the Public Information Program. O. Resident Compliance Specialist: The employee assigned by the Consultant to oversee project specific compliance functions. P. Resident Engineer: The Engineer assigned to a particular County or area to administer Construction Contracts for the Department. Q. Owner: The Board of County Commissioners for Collier County. Florida. A political subdivision of the State of Florida. R. County: Collier County, a political subdivision of the State of Florida. 5.0 ITEMS TO BE FURNISHED BY THE COUNTY TO THE CONSULTANT: A. The County, on an as needed basis, will furnish the following Construction Contract documents for each project. These documents may be provided in either paper or electronic format. 1. Construction Plans, 5 hard copy sets in size 11" x 17" 2. Specification Package, 5 hard copy sets in size 81/2" x 11" 3. Copy of the Executed Construction Contract, 1 hard copy and 4. Utility Agency's Approved Material List (if applicable). 5. Executed Utility Work Schedules B. A list of all standard forms for use under the terms of this Agreement will be provided in hard copy at the Pre-Services meeting. All directives, procedures, and Standard Forms can be accessed through the County's Internet website. 6.0 ITEMS FURNISHED BY THE CONSULTANT: 6.1 FDOT Documents: All applicable FDOT documents referenced herein shall be a condition of this Agreement. All FDOT documents, directives, procedures, and standard forms are available through the FDOT's Internet website. Most items can be purchased through the following address. All others can be acquired through the District Office or on-line at the Department's website. TPA#1953637.9 PSA AA-4 Florida a rt De ment of Transportation 11 A Department p Maps and Publication Sales 605 Suwannee Street, MS 12 Tallahassee, Florida 32399-0450 Telephone No. (850) 488-9220 http://www.dot.state.fl.us/construction/ 6.2 Office Automation: Provide all software and hardware necessary to efficiently and effectively carry out the responsibilities under this Agreement. Provide each inspection staff with a laptop computer running software needed for project scheduling, documentation, and control (such as, SiteManager application through Citrix, Primavera/Sidetrack, Claim Digger, etc.) connection using a mobile broadband connection at the jobsite. All computer coding shall be input by Consultant personnel using equipment furnished by them. Ownership and possession of computer equipment and related software, which is provided by the Consultant, shall remain at all times with the Consultant. The Consultant shall retain responsibility for risk of loss or damage to said equipment during performance of this Agreement. Field office equipment should be maintained and operational at all times. Current technical specifications for office automation can be viewed at: http://www.dot.state.fl.us/Construction/DesicinBuild/ConsultantCEl/OfficeA utomation.shtm 6.3 Field Office: The COUNTY will require a satellite office for this project. The CONSULTANT shall be reimbursed for allowed expenses associated with this satellite office. The office must have at a minimum the following essential items to support the project: Office space within a desired radius to the project for the duration of the project Office telephone Copier rental/lease Consultant shall list this fixed monthly cost as a line item on invoices submitted to the COUNTY for payment. 6.4 Vehicles: Vehicles will be equipped with appropriate safety equipment and must be able to effectively carry out requirements of this Agreement. Vehicles shall have the name and phone number of the consulting firm visibly displayed on both sides of the vehicle. 6.5 Field Equipment: Supply survey, inspection, and testing equipment essential to perform services under this Agreement; such equipment includes non- consumable and non-expendable items. Hard hats shall have the name of the consulting firm visibly displayed. TPA#1953637.9 PSA AA-5 11A Equipment described herein and expendable materials under this Agreement will remain the property of the Consultant and shall be removed at completion of the work. Handling of nuclear density gauges shall be in compliance with their license. Retain responsibility for risk of loss or damage to said equipment during performance of this Agreement. Field office equipment shall be maintained and in operational condition at all times. 6.6 Licensing for Equipment Operations: Obtain proper licenses for equipment and personnel operating equipment when licenses are required. The license and supporting documents shall be available for verification by the County, upon request. Radioactive Materials License for use of Surface Moisture Density Gauges shall be obtained through the State of Florida Department of Health. 7.0 LIAISON RESPONSIBILITY OF THE CONSULTANT: For the duration of the Agreement, keep the County's Construction Project Manager in Responsible Charge informed of all significant activities, decisions, correspondence, reports, and other communications related to its responsibilities under this Agreement. Facilitate communications between all parties (i.e. architectural, mechanical, materials, landscaping, local agencies, etc.) ensuring responses and resolutions are provided in a timely manner. Maintain accurate records to document the communication process. Submit all administrative items relating to Invoice Approval, Personnel Approval, User IDs, Time Extensions, and Supplemental Amendments to the Construction Project Manager for review and approval. 8.0 PERFORMANCE OF THE CONSULTANT: During the term of this Agreement and all Supplemental Amendments thereof, the County will review various phases of Consultant operations, such as construction inspection, materials sampling and testing, and administrative activities, to determine compliance with this Agreement. Cooperate and assist County representatives in conducting the reviews. If deficiencies are indicated, remedial action shall be implemented immediately. County recommendations and Consultant responses/actions are to be properly documented by the Consultant. No additional compensation shall be allowed for remedial action taken by the Consultant to correct deficiencies. Remedial actions and required response times may include but are not necessarily limited to the following: A. Further subdivide assigned inspection responsibilities, reassign inspection personnel, or assign additional inspection personnel, within one week of notification. B. Immediately replace personnel whose performance has been determined by the Consultant and/or the County to be inadequate. TPA#1953637.9 PSA AA-6 11A C. Immediately increase the frequency of monitoring and inspection activities in phases of work that are the Consultant's responsibility. D. Increase the scope and frequency of training of the Consultant personnel. 9.0 REQUIREMENTS OF THE CONSULTANT: 9.1 General: It shall be the responsibility of the Consultant to administer, monitor, and inspect the Construction Contract such that the project is constructed in reasonable conformity with the plans, specifications, and special provisions for the Construction Contract. Observe the Contractor's work to determine the progress and quality of work. Identify discrepancies, report significant discrepancies to the County, and direct the Contractor to correct such observed discrepancies. Consult with the Construction Project Manager as necessary and direct all issues, which exceed delegated authority to the Construction Project Manager for action or direction. Inform the Construction Project Manager of any significant omissions, substitutions, defects, and deficiencies noted in the work of the Contractor and the corrective action that has been directed to be performed by the Contractor. 9.2 Survey Control: Check or establish the survey control baseline(s) along with sufficient baseline control points and bench marks at appropriate intervals along the project in order to: (1) make and record measurements necessary to calculate and document quantities for pay items, (2) make and record pre-construction and final cross section surveys of the project site in those areas where earthwork (i.e., embankment, excavation, subsoil excavation, etc.) is part of the construction project, and (3) perform incidental engineering surveys. 9.3 On-site Inspection: Monitor the Contractor's on-site construction activities and inspect materials entering into the work in accordance with the plans, specifications, and special provisions for the Construction Contract to determine that the projects are constructed in reasonable conformity with such documents. Maintain detailed accurate records of the Contractor's daily operations and of significant events that affect the work. The Consultant will monitor off-site activities and fabrication unless otherwise stipulated by this Agreement. TPA#1953637.9 PSA AA-7 Monitor and inspect Contractor's Work Zone Traffic Control Plan and 1 1 A review modifications to the Work Zone Traffic Control Plan, including Alternate Work Zone Traffic Control Plan, in accordance with the FDOT's procedures. Consultant employees performing such services shall be qualified in accordance with the FDOT's guidelines of Traffic Training (Topic No. 625-010-010-a) 9.4 Sampling and Testing: Perform sampling and testing in conjunction with an independent, licensed laboratory, whose selection has been approved in writing by the Construction Project Manager, hired by the Consultant, sampling and testing of component materials and completed work items so that the materials and workmanship incorporated in the project are in reasonable conformity with the plans, specifications and contract provisions. The minimum sampling frequencies set out in the FDOT's Materials Sampling, Testing and Reporting Guide shall be met. In complying with the aforementioned guide, provide daily surveillance of the Contractor's Quality Control activities and perform the sampling and testing of materials and completed work items for verification and acceptance. The Consultant will perform inspection and sampling of materials and components at locations remote from the project site and perform testing of materials normally done in a laboratory remote from the project site. Determine the acceptability of all materials and completed work items on the basis of either test results or verification of a certification, certified mill analysis, DOT label, DOT stamp, etc. The County will monitor the effectiveness of the Consultant's testing procedures through observation and independent assurance testing. Sampling, testing and laboratory methods shall be as required by the FDOT's Standard Specifications, Supplemental Specifications or as modified by the Special Provisions of the Construction Contract. Documentation reports on sampling and testing performed by the Consultant shall be submitted during the same week that the construction work is done. Transport laboratory samples to the appropriate laboratory. The Consultant shall provide daily surveillance of the Contractor's Quality Control activities at the project site in regard to concrete and perform acceptance sampling at the specified frequency. Supply CTQP (Construction Training Qualification Program) qualified technicians for concrete inspection. Supply CTQP qualified Asphalt Paving and Plant Technicians for asphalt inspection. Supply CTQP qualified Earthwork Construction Inspection Technicians for embankment, pipe backfill, subgrade, base and asphalt inspection. 9.5 Engineering Services: Before the start of Construction the design will be subjected to a Constructability Nalue Engineering review before the 90% design submittal. The ConstructabilityNalue Engineering review will be conducted by a multi-disciplined independent team assembled by the CEI TPA#1953637.9 PSA AA-8 consultant and should include the County staff not directly involved in the 1 1 A design, Design Consultant (for consultation only) and the CEI Firm's personnel who are qualified and experienced in Value Engineering. The purpose is to improve the value and constructability of the project. The Consultant shall use his experience and knowledge to perform a complete review of the project including the following items: design, environmental issues, permitting, and maintenance of traffic, access management, right of way, utility coordination and construction methods and procedures. The review will include field visits, notation of special environmental or job site conditions and a thorough review of the plans, specifications, contract documents and bid items. The Consultant will notify the Engineer of Record and the County's Design Project Manager of his findings and work with them to resolve the issues. The ConstructabilityNE Review shall be the first task of work completed. The review and reports shall be completed and transmitted to the County's Design Project Manager within ninety (90) days of the date the County issues the Notice-to Proceed to the Consultant. During the ConstructabilityNE Review, the Consultant shall be sure to address the following items: a. Make sure the description of work is clear and concise. b. Review the list of pay items to verify that all items of work are appropriately covered. c. Review the summary of quantities to verify given quantities are accurate. d. Evaluate and comment on whether or not the construction sequence phasing and maintenance of traffic have been correctly addressed and handled. e. Develop a time determination schedule that will allow the contract an adequate amount of time to reasonably construct the contract. f. Review the contract documents to verify that the actual field conditions have been investigated and clearly represented in the documents. g. Review such items as Utilities, Right of Way, Drainage, Maintenance of Traffic, Construction Sequences and Phasing permit Conditions, Quantities and Equipment requirements. Note any items that may cause problems with the project. h. Consider and comment on the field inspection standards, geotechnical investigation requirements, environmental compliance requirements and maintenance of traffic concepts. i. Determine the feasibility of construction equipment ingress, egress and placement at the jobsite including right of way and/or construction easement requirements, soil conditions to support heavy equipment. TPA#1953637.9 PSA AA-9 j. Determine if there are any value improvements that can be made 1 1 A to the project. k. Conduct a post analysis meeting with the design engineer and County staff to review findings. During Construction the Consultant shall coordinate the Construction Contract administration activities of all parties other than the Contractor involved in completing the construction project. Services shall include maintaining the required level of surveillance of Contractor activities, interpreting plans, specifications, and special provisions for the Construction Contract. Maintain complete, accurate records of all activities and events relating to the project and properly document all project changes. The following services shall be performed: (1) Attend a pre-service meeting for the Agreement within ten (10) business days after the Notice-to-Proceed in accordance with Procedure 700-000-000-a. Provide appropriate staff to attend and participate in the pre-service meeting. At the pre-service meeting the CONSULTANT shall submit Action Request packages for Personnel Approval for immediate staff needs and a copy/ computer file of the final negotiated staffing. The CONSULTANT shall record a complete and concise record of the proceedings of the meeting and distribute copies of these minutes to the participants and other interested parties within seven (7) days of the meeting date. (2) Prepare and submit to the Construction Project Manager for county approval, within thirty (30) days after the pre-service meeting, a hard copy of the project specific CONSULTANT Contract administration documents listed below. The CONSULTANT Contract administration documents, which shall be routinely used by the CONSULTANT throughout the project, shall be in the format and content provided by Collier County Construction Management Department. The CONSULTANT Contract administration documents consist of but are not limited to the documents listed below: a. Action Request Form b. Contract Status Report, or other approved fund tracking report c. CEI CONSULTANT Firm Estimated Staffing (completed in accordance with the original CONSULTANT Contract agreement) d. CEI CONSULTANT Fee Proposal e. CEI CONSULTANT Data (3) Schedule and conduct a Pre-construction conference in accordance with Article 8-3.5 of the FDOT Standard Specification for Road and Bridge Construction. The purpose of these meetings is to discuss the required documentation, including as-builts, necessary for permit(s) compliance. Record significant information revealed and decisions made at this conference and distribute copies of these minutes to the appropriate parties. The meeting shall also be electronically TPA#1953637.9 PSA AA-10 recorded and the CONSULTANT shall maintain all tapes of the 1 1 A meeting for the duration of the Contract. (4) Verify that the Contractor is conducting inspections, preparing reports and monitoring all storm water pollution prevention measures associated with the project. For each project that requires the use of the NPDES General Permit, provide at least one inspector who has successfully completed the "Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors". The Consultant's inspector will be familiar with the requirements set forth in the FEDERAL REGISTER, Vol. 57, No. 187, Friday, September 5, 1992, pages 4412 to 4435 "Final NPDES General Permits for Storm Water Discharges from Construction Sites" and the Department's guidelines. (5) Analyze the Contractor's schedule(s) (i.e. baseline(s), revised baseline(s), updates, as-built, etc.) for compliance with the contract documents. Elements including, but not limited to, completeness, logic, durations, activity, flow, milestone dates, concurrency, resource allotment, and delays will be reviewed. Verify the schedule conforms with the construction phasing and MOT sequences, including all contract modifications. Provide a written review of the schedule identifying significant omissions, improbable or unreasonable activity durations, errors in logic, and any other concerns as detailed in CPAM. (6) Analyze problems that arise on a project and proposals submitted by the Contractor; work to resolve such issues, and process the necessary paperwork. (7) Monitor, inspect and document utility construction for conformance with Utility Agency's Standards and the Utility Agency's Approved Materials List. Facilitate coordination and communication between Utility Agency's representatives, Department's staff and Contractors executing the work. Identify potential utility conflicts and assist in the resolution of utility issues including Department and Local Government owned facilities. Identify, review, and track progress of Joint Project Agreements, and/or other Department and utility agreements. Address work progress, track reimbursement activities, and address betterment and salvage determination. Prepare all necessary documentation to support reimbursement activities and betterment and salvage determination. (8) Produce reports, verify quantity calculations and field measure for payment purposes as needed to prevent delays in Contractor operations and to facilitate prompt processing of such information in order for the Department to make timely payment to the Contractor. TPA##1953637.9 PSA AA-11 11A (9) Prepare and make presentations for meetings and hearings before the Dispute Review Boards in connection with the project covered by this Agreement. (10) Monitor each Contractor and Subcontractor's compliance with specifications and special provisions of the Construction Contract in regard to payment of predetermined wage rates in accordance with FDOT procedures. (11) The County will provide Public Information Services. To include maintaining a website linked to the County's website and provide current and accurate information. All web applications must meet the standards established in Section 508 of the Rehabilitation Act. The website must be capable of receiving e-mail inquiries regarding the project. The website may be continued for the duration of this contract. (12) Video tape the pre-construction conditions throughout the project limits. Provide a digital photo log or video of project activities, with heavy emphasis on potential claim items/issues and on areas of real/potential public controversy. (13) Provide a digital camera for photographic documentation of pre-construction state and of noteworthy incidents or events during construction. These photographs will be filed and maintained on the Consultant's computer using a Digital Photo Management system. Photographs shall be taken the day prior to the start of construction and continue as needed throughout the project. Photographs shall be taken the days of Conditional, Partial and Final Acceptance. 10.0 PERSONNEL: 10.1 General Requirements: Provide qualified personnel necessary to efficiently and effectively carry out its responsibilities under this Agreement. Acceptable staffing of personnel to be assigned to this project is outlined in Exhibit "A-A." 10.2 Personnel Qualifications: Provide competent personnel qualified by experience and education. Submit in writing to the Construction Project Manager the names of personnel proposed for assignment to the project, including a detailed resume for each containing at a minimum: salary, education, and experience. The Consultant Action Request form for personnel approval shall be submitted to the Construction Project Manager at least two (2) weeks prior to the date an individual is to report to work. TPA#1953637.9 PSA AA-12 Personnel identified in the Consultant technical ro osal are to be 1 1 A p P assigned as proposed and are committed to performing services under this Agreement. Personnel changes will require written approval from the Construction Project Manager. Staff that has been removed shall be replaced by the Consultant within one (1) week of Construction Project Manager Notification. Before the project begins, all project staff shall have a working knowledge of the current CPAM and must possess all the necessary qualifications/certifications for fulfilling the duties of the position they hold. Cross training of the Consultant's project staff is highly recommended to achieve a knowledgeable and versatile project inspection team but shall not be at any additional cost to the County and should occur as workload permits. Visit the training page on the State Construction Office website for training dates. Minimum qualifications for the Consultant personnel are set forth as follows. Exceptions to these minimum qualifications will be considered on an individual basis. However, a Project Administrator working under the supervision and direction of a Senior Project Engineer or an Inspector working under the supervision and direction of a Senior Inspector shall have six months from the date of hire to obtain the necessary qualifications/certifications provided all other requirements for such positions are met and the Consultant submits a training plan detailing when such qualifications/certifications and other training relative to the FDOT's procedures, Specifications and Design Standards will be obtained. The County Construction Manager or designee will have the final approval authority on such exceptions. 10.3 Staffing: Once authorized, the Consultant shall establish and maintain appropriate staffing throughout the duration of construction and completion of the final estimate. Responsible personnel, thoroughly familiar with all aspects of construction and final measurements of the various pay items, shall be available to resolve disputed final pay quantities until the County has received a regular acceptance letter. Construction engineering and inspection forces will be required of the Consultant while the Contractor is working. If Contractor operations are substantially reduced or suspended, the Consultant will reduce its staff appropriately. In the event that the suspension of Contractor operations requires the removal of Consultant forces from the project, the Consultant will be allowed ten (10) days maximum to demobilize, relocate, or terminate such forces. 11.0 QUALITY ASSURANCE (QA) PROGRAM: 11.1 Quality Assurance Plan: Within thirty (30) days after receiving award of an Agreement, furnish a QA Plan to the Construction Project Manager. The QA Plan shall detail the procedures, evaluation criteria, and instructions of the Consultant's organization for providing services pursuant to this Agreement. Unless TPA#1953637.9 PSA AA-13 specifically waived, no payment shall be made until the County approves z 1 A the Consultant QA Plan. Significant changes to the work requirements may require the Consultant to revise the QA Plan. It shall be the responsibility of the Consultant to keep the plan current with the work requirements. The Plan shall include, but not be limited to, the following areas: A. Organization: A description is required of the Consultant QA Organization and its functional relationship to the part of the organization performing the work under the Agreement. The authority, responsibilities and autonomy of the QA organization shall be detailed as well as the names and qualifications of personnel in the quality control organization. B. Quality Assurance Reviews: Detail the methods used to monitor and achieve organization compliance with Agreement requirements for services and products. C. Quality Assurance Records: Outline the types of records which will be generated and maintained during the execution of the QA program. D. Control of Subconsultants and Vendors: Detail the methods used to control subconsultant and vendor quality. E. Quality Assurance Certification: An officer of the Consultant firm shall certify that the inspection and documentation was done in accordance with FDOT specifications, plans, standard indexes, and Department procedures. 11.2 Quality Assurance Reviews: Conduct semi-annual Quality Assurance Reviews to ensure compliance with the requirements of the Agreement. Quality Assurance Reviews shall be conducted to evaluate the adequacy of materials, processes, documentation, procedures, training, guidance, and staffing included in the execution of this Agreement. Quality Assurance Reviews shall also be developed and performed to achieve compliance with specific QA provisions contained in this Agreement. The semi-annual reviews shall be submitted to the Construction Project Manager in written form no later than one (1) month after the review. On short duration CCEI projects (nine (9) months or less), the CCEI shall perform an initial QA review within the first two (2) months of the start of construction. On asphalt projects, the CCEI shall perform an initial QA review on its asphalt inspection staff after the Contractor has completed ten (10) full work days of mainline asphalt paving operations, or 25% of the asphalt pay item amount (whichever is less) to validate that all sampling, testing, inspection, and documentation are occurring as required of the CCEI staff. TPA#1953637.9 PSA AA-14 11.3 Quality Records: 1 1 A Maintain adequate records of the quality assurance actions performed by the organization (including subcontractors and vendors) in providing services and products under this Agreement. All records shall indicate the nature and number of observations made, the number and type of deficiencies found, and the corrective actions taken. All records shall be available to the Department, upon request, during the Agreement term. All records shall be kept at the primary job site and shall be subject to audit review. 12.0 CERTIFICATION OF FINAL ESTIMATES: 12.1 Final Estimate and As-Built Plans Submittal: Prepare documentation and records in compliance with the Agreement, Statewide Quality Control (QC) Plan, or Consultant's approved QC Plan and the FDOT's Procedures as required by Section 4.1.4 of Review and Administration Manual. Submit the Final Estimate(s) and one (1) set of final "as-built plans" documenting the Contractor's work in accordance with the Review and Administration Manual. Revisions to the Certified Final Estimate will be made at no additional cost to the Department. 12.2 Certification: Consultant personnel preparing the Certified Final Estimate Package shall be CTQP Final Estimates Level II. Duly authorized representative of the Consultant firm will provide a notarized certification on a form pursuant to FDOT's procedures. Prepare the Offer of Final Payment package as outlined in Chapter 14 of the Review and Administration Manual. The package shall accompany the Certified Final Estimates Package submitted to the Construction Project Manager for review. The Consultant shall be responsible for forwarding the Offer of Final Payment Package to the Contractor. 13.0 AGREEMENT MANAGEMENT: 13.1 General: • With each monthly invoice submittal, the Consultant will provide a Status Report for the Agreement. This report will provide the an accounting of the additional Agreement calendar days allowed to date, an estimate of the additional calendar days anticipated to be added to the original schedule time, an estimate of the Agreement completion date, and an estimate of the Consultant funds expiration date per the Agreement schedule for the prime Consultant and for each subconsultant. The Consultant will provide a printout from the Equal Opportunity Reporting System showing the previous month's payments made to subconsultants. Invoices not including this required information may be rejected. • When the Consultant identifies a condition that will require an amendment to the Agreement, the Consultant will communicate this need to the Construction Project Manager for acceptance. Upon TPA#1953637.9 PSA AA-15 acceptance, prepare and submit an Amendment AR Request (AR), and all 1 + A q � ) accompanying documentation to the Construction Project Manager for approval and further processing. The AR is to be submitted at such time to allow the County 12 weeks to process, approve, and execute the AR. The content and format of the AR and accompanying documentation shall be in accordance with the instructions and format to be provided by the County. • The Consultant is responsible for performing follow-up activities to determine the status of each Amendment Request submitted to the County. 13.2 Invoicing Instructions: Monthly invoices shall be submitted to Collier County in a format approved by Collier County, no later than the 20th day of the month following the month being invoiced. If the CONSULTANT cannot submit their monthly invoice on time, the CONSULTANT shall notify Collier County, prior to the due date the reason for the delay and the planned submittal date. Once submitted, the CONSULTANT shall notify the Construction Project Manager via Email of the total delay in calendar days and the reason(s) for the delay(s). All invoices shall be submitted to Collier County in hard copy format. 14.0 OTHER SERVICES: Upon written authorization by the Construction Project Manager, the Consultant will perform additional services in connection with the project not otherwise identified in this Agreement. The following items are not included as part of this Agreement, but may be required by the County to supplement the Consultant services under this Agreement. A. Assist in the timely preparation of all claims and necessary rebuttals with the organization of any and all supporting documentation as needed or required by Collier County pursuant to the Collier County Dispute Resolution Procedures. B. Provide qualified engineering witnesses and exhibits for any litigation or hearings in connection with the Contract. C. Assist the County Attorney or his designee as may be required. D. Provide on- and off-site inspection services in addition to those provided for in this Agreement. 15.0 POST CONSTRUCTION CLAIMS REVIEW: In the event the Consultant for the project submits a claim for additional compensation and/or time after the CONSULTANT has completed this Agreement, the CONSULTANT shall, at the written request from Collier County, analyze the claim, prepare a recommendation to the Construction Project Manager covering validity and reasonableness of charges, and/or assist in negotiations leading to settlement of the claim. Compensation will be separately reimbursed by a Supplement to this Agreement. 16.0 CONTRADICTIONS: In the event of a contradiction between the provisions of this Scope of Services and the Consultant's proposal as made a part of this Agreement, the provisions TPA#1953637.9 PSA AA-16 of the Agreement shall apply. 1 1 A 17.0 COUNTY AUTHORITY The County shall be the final authority in considering modifications to the Construction Contract for time, money or any other consideration except matters agreed to by the Contractor through contract changes negotiated by the Consultant, as authorized in Section 9.1 herein. TPA#1953637.9 PSA AA-17 SCHEDULE B 1 1 A 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 construction 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: Kevin Dugan, Project Manager Transportation Engineering and Construction Management Department 2885 South Horseshoe Drive Naples, Florida 34104 (239) 252-5833, (239) 252-5771 fax kevindugan @colliergov.net 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 DESCRIPTION NOT TO EXCEED AMOUNT: 1. Constructability Review and $ 53,006.25 Lump Sum Value Engineering Services 2. Construction Engineering and $ 1,609,080.00 Time and Materials Inspection Services Not to Exceed 3. Testing Services $ 15,000.00 Time and Materials Not to Exceed 4. Survey Services $ 20,000.00 Time and Materials Not to Exceed 5. Field Office Expenses $ 51,000.00 Time and Materials TOTAL FEE (Total Items 1-5) $ 1,748,086.25 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 B 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. TPA#1953637.9 PSA B-1 114 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 B 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.3.2. 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 monthly 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 B, 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. TPA#1953637.9 PSA B-2 11A 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. B.3.5.2 Should a conflict exist between the dollar amounts set forth in Section 112.061, F.S., and the Agreement, the terms of the Agreement shall prevail. TPA#1953637.9 PSA B-3 11A SCHEDULE B - ATTACHMENT A SCHEDULE OF FEES FOR BASIC SERVICES Consulting, Engineering and Inspection (CEI) and Related Services for: US 41/CR 951 Intersection Improvements & 3R Improvements to SR 951 Task 1. Constructability Review and Value Engineering Services: Lump Sum $ 53,006.25 Task 2. Construction Engineering & Inspection Services: Time and Materials Not to exceed $1,609,080.00 • Complete record keeping of activities and events • Document significant changes to the project • Contract, plan, and specification interpretation • Dispute resolution (contractor and the public) • Surveillance of contractors activities • Verify Contractor's monthly pay requests • Monitor Contractor's maintenance of traffic Task 3. Testing Services: Not to exceed $15,000.00 • Provide field sampling and material testing per contractor quality control verification requirements. • Provide quality control services per contractor quality control verification requirements. Task 4. Survey Services (As Needed) : Not to exceed $20,000.00 • Bench mark verification • Cross-section verification • Spot check contractor lay-out as needed • Reference and reset certified corner records as needed TPA#1953637.9 PSA BA-1 11A Task 5. Field Office Expenses: Time and materials: Not to exceed $51,000.00 • Rent • Phone/Fax/ Internet Connection • Electric • Cleaning service • Copier (Rental and Maintenance) Total for Items 1 through 5 $1,748,086.25 -Due to the nature of a large construction project, while the total dollar amount might remain the same, there may be some fluctuation in the task categories calculations. TPA#1953637.9 PSA BA-2 11A SCHEDULE B - ATTACHMENT B CONSULTANT'S EMPLOYEE HOURLY RATE SCHEDULE Consulting, Engineering and Inspection (CEI) and Related Services for: US 41/CR 951 Intersection Improvements & 3R Improvements to SR 951 Title Hourly Rate Senior Project Engineer— P.E. $ 135.00 /hr Project Administrator $ 125.00/hr Contract Support Specialist (CSS) $ 87.00/hr Assistant CSS $ 65.00/hr Senior Roadway Inspector $90.00 /hr Senior Inspector Utilities $ 90.00 /hr Inspector $ 65.00 /hr Asphalt Plant Inspector $ 65.00 /hr Roadway Engineer $155.00 /hr MOT Engineer $155.00 /hr Drainage Engineer $155.00 /hr Utility Senior Designer $150.00 /hr Senior Scheduler $165.00 /hr END OF SCHEDULE B. TPA#1953637.9 PSA BB-1 11A SCHEDULE C PROJECT SCHEDULE Consulting, Engineering and Inspection (CEI) and Related Services for: US 41/CR 951 Intersection Improvements & 3R Improvements to SR 951 Task 1. Constructability Review and Value Engineering Services: 3 months from First Notice to Proceed Task 2. Construction Engineering & Inspection Services: 608 days from Second Notice to Proceed • Complete record keeping of activities and events • Document significant changes to the project • Contract, plan, and specification interpretation • Dispute resolution (contractor and the public) • Surveillance of contractors activities • Verify Contractor's monthly pay requests • Monitor Contractor's maintenance of traffic Task 3. Testing Services: As Needed • Provide field sampling and material testing per contractor quality control verification requirements. • Provide quality control services per contractor quality control verification requirements. Task 4. Survey Services: As Needed • Bench mark verification • Cross-section verification • Spot check contractor lay-out as needed • Reference and reset certified corner records as needed TPA#1953637.9 PSA C-1 SCHEDULE D 11 A 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 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 TPA#1953637.9 PSA D-1 11 ,4 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. (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) TPA#1953637.9 PSA D-2 11A of Insurance not later than thirty (30) calendar days prior to the date of their expiration. 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. (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 TPA#1953637.9 PSA D-3 (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the 1 1 A 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 Each Occurrence $1,000,000 Fire Damage $ 50,000 TPA#1953637.9 PSA D-4 11 (2) The General Aggregate Limit shall apply separately to this Project and the policy s a I 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 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 TPA#1953637.9 PSA D-5 11A (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage - $ 500,000 Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "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 TPA#1953637.9 PSA D-6 $5,000,000 each claim and in the aggregate 1 1 A (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Notwithstanding anything herein to the contrary, in no event shall the policy deductible be greater than $50,000 each claim. Deductibles in excess of that amount shall require the prior written approval of the Risk Management Director or his/her designee, at their discretion. (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) CONSULTANT shall 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. TPA#1953637.9 PSA D-7 11A 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 TPA#1953637.9 PSA D-8 11A A °® CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 10/11/20 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 CONTACT Willis of New York, Inc. NAME: c/o 26 Century Blvd. PHONE EXT) 877-945-7378 FAX NO), 888-467-2378 P. O. Box 305191 E-MAIL ADDRFSS. certificates@willis.com Nashville, TN 37230-5191 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Greenwich Insurance Company 22322-001 INSURED Atkins North America, Inc. INSURER B: XL Specialty Insurance Company 37885-001 2001 NW 107th Avenue INSURER C:Underwriter's at Lloyds 15792-001 Miami, FL 33172-2507 INSURER D: INSURER E: I INSURER F: COVERAGES CERTIFICATE NUMBER:18731009 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 R TYPE OF INSURANCE JNSBLRJSEIUVE POLICY NUMBER POLICY EFF POLICY MM/DD EXP LIMITS I TR ( ) ( ) A GENERAL LIABILITY Y CGG740901601 4/1/2012 4/1/2013 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea RENTED $ 300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 X Contractual Liability PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENII AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 2,000,000 POLICY X ,PF r X LOC $ A AUTOMOBILE LIABILITY CAH740901701 4/1/2012 4/1/2013 COMBINEDSINGLELIMIT (Eaaccidenq $ 2,000,000 X ANY AUTO BODILY INJURY(Per person) $ X ALL '.SCHEDULED BODILY INJURYPer accident $ AUTOS AUTOS ( ) X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION Y CWG740901501 4/1/2012 4/1/2013 X TnRYIA iTS TFEI AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? If yes,d scab Nn) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,descnbe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Professional B080111209P12 4/1/2012 4/1/2013 $2,000,000 Each Claim & Liability $2,000,000 Annual Aggregate 11/11/1961 Retrodate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach Acord 101,Additonal Remarks Schedule,if more space is required) Effective April 1, 2011, Post, Buckley, Schuh & Jernigan, Inc., d/b/a PBS&J changed its name officially to Atkins North America, Inc. Greenwich Insurance Companies Best Rating A XV XL Specialty Insurance Company Best Rating A+ XV Underwriters at Lloyd's London AM Best Rating: A XV. Professional Liability policy written on claims-made basis. 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. Collier County, Board of County Commissioners, Naples, Florida AUTHORIZED REPRESENTATIVE Attn: Rhonda Cummings, CPBB, Procurement Strategist I 3327 , 3327 7 Tamiami Trail East Naples, FL 34112-4901 Coll:3887232 Tp1:1424629 Cert:18731009 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 11A AGENCY CUSTOMER ID: 33004588 LOC#: AC RO O® ADDITIONAL REMARKS SCHEDULE Page_2_of AGENCY NAMED INSURED Atkins North America, Inc. Willis of New York, Inc. 2001 NW 107th Avenue POLICY NUMBER Miami, FL 33172-2507 See First Page CARRIER NAIC CODE See First Page EFFECTIVE DATE: See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE There are no Deductibles or Self-Insured Retentions on the General Liability, Automobile Liability and Workers Compensation. Atkins Project #p100028279; Ref: Contract No. 12-5901 CEI & Related Services for US41/CR95I Intersection Improvements & 3R Improvements to SR951, est. end date: 6/30/15 Collier County is included as an Additional Insured as respects to General Liability. General Liability policy shall be Primary to any other insurance in force for or which may be purchased by Additional Insured. Waiver of Subrogation applies in favor of Collier County with respects to Workers Compensation, as permitted by law. ACORD 101 (2008/01) Coll:3887232 Tp1:1424629 Cert:18731009 ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD 11A POLICY NUMBER: CGG740901601 COMMERCIAL GENERAL LIABILITY CG 02 2410 93 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days'Notice 9,Q (If no entry appears above, Information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than Policy Condition or as amended by an applicable nonpayment of premium, the number of days state cancellation endorsement, Is Increased to the required for notice of cancellation, as provided In number of days shown in the Schedule above. paragraph 2.of either the CANCELLATION Common • • CG 02 24 10 93 Copyright,Insurance Services Office,Inc.,1992 11A POLICY NUMBER:CAH740901701 XIC 405 1007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION BY US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. Changes In Conditions The number of days required for notice of cancellation by us for any reason other than nonpayment of premium,as provided in either paragraph 2.of the CANCELLATION Common Policy condition or as amended by an applicable state cancellation endorsement,is extended to the number of days shown in the Schedule below: SCHEDULE Number of Days'Notice:90 All other terms and conditions of this policy remain unchanged. (Authorized Representative) XIC 405 1007 ©2007,XL America,Inc. Page 1 of 1 Includes copyrighted material of Insurance Office,Inc.,with Its permission. 11A WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 01 10 • (Ed.1/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. • EARLIER NOTICE OF CANCELLATION PROVIDED BY US ENDORSEMENT This endorsement modifies insurance provided under the following: WORKERS'COMPENSATION AND EMPLOYERS'LIABILITY INSURANCE POLICY Number of Days Notice:90 (If,no entry appears above,information required to complete this Schedule will be shown in the Declarations as • applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in PART SIX CONDITIONS, D. Cancelatlon of the Workers' Compensation and Employers'Liability Insurance Policy or as amended by an applicable state cancellation endorsement,is increased to • the number of days shown in the Schedule above. • All other terms and conditions remain the same. • This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise slated. (The information below is required only when this endorsement is Issued subsequent to preparation of the policy.) Endorsement Effective April 1,2012 Policy No.CWG740901501 Endorsement No. Insured ATKINS US HOLDINGS INC. Insurance Company XL SPECIALTY INSURANCE COMPANY Countersigned by WC 99 01 10 Ed.1/08 ®2007 XL America,Inc. 11A Willis Limited FINEX Global `A/I l I I S IIMR:B08 0 1 1 1209P12 Insured:WS Atkins Pic Type of Risk:Insurance of: Primary Professional Indemnity Insurance Period:I Apri12012 to 31 March 2013 4.12 Cancellation If INSURERS cancel this policy prior to its expiry date by notice to the INSURED for any reason,INSURERS will send written notice of cancellation to the persons or organizations listed in the schedule to be created and maintained by the INSURED (the"Cancellation Notice Schedule")at least 30 days prior to the cancellation date applicable to the policy.This notice will be in addition to any notice to the INSURED. The INSURED will provide an updated copy of the Cancellation Notice Schedule to Insurers on a monthly basis. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s)or organization(s)named in the Cancellation Notice Schedule in the event of a pending cancellation of coverage. INSURERS have no legal obligation of any kind to any such person(s)or organization(s).Any failure to provide advance notice of cancellation to the person(s)or organization(s)named in the Cancellation Notice Schedule will impose no obligation or liability of any kind upon INSURERS,will not extend any policy cancellation date and will not negate any cancellation of the policy. INSURERS are not responsible for verifying any information in any Cancellation Notice Schedule,nor are INSURERS responsible for any incorrect information that the INSURED may use. Willis Limited WLM 0801 Willis Internal Ref 0001 • 11A Willis Limited FINER Global \ i I I's I.RISK DETAILS' UNIQUE MARKET REFERENCE: B080111209P12 TYPE: Primary Professional Indemnity Insurance INSURED- A) W S Atkins plc formerly W S Atkins Ltd and/or Associated and/or Subsidiary Companies and Partnerships including but not limited to Faithfid+Gould(formerly Hanscomb Faithful &Gould)and the Houston,Texas office of MSL Engineering Ltd and as more fully defined herein but excluding the entities listed as INSURED B). B) The Atkins North America Holdings Corporation which is comprised of the following entities: Atkins North America Inc; Atkins Michigan Inc; - Atkns,PA.; Peter R Brown Construction,Inc; Atkins Can'be,LLP;and the entities formerly known as: The PEST Corporation Post;Buckley,Schuh&Jernigan,Inc.doing business as PBS&J, PBS&J,P.A. PBS&J Canoe Engineering,C.S.P. PBS&J Constructors,hue. PBS&J International,Inn. PBS&J Construction Services,Inc. Seminole Development Corporation Post Buckley de Argentina SA. John Powell&Associates,Inc John Powell&Associates John Powell&Associates,a Solo Proprietor Durban Technologies,Inc. Welker&Associates Tri-Line Associates,Inc, W.Ifoo&Associates,Inc. Croslin&Associates,Inc. Land&Water Consulting EIP Associates Eno Science Corporation Peter Brown Construction,Inc. - PBS&J Caribe,L11 and/or Associated and/or Subsidiary Companies and Partnerships and as more fully defined herein." Page 1 aeasll17assrl wens United st a1t'A361s Saved22/03/201216:40.00 • SCHEDULE E 11A TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Atkins North America, 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 Consulting, Engineering and Inspection (CEI) and Related Services for CEI and Related Services for US 41/CR 951 Intersection Improvements & 3R Improvements to SR 951, are accurate, complete and current as of the time of contracting. Atkins North America, Inc. BY: V TITLE: Vice President DATE: /0///f TPA#1953637.9 PSA E-1 11A SCHEDULE F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Michael Ryan, P.E., PMP Senior Project Engineer 24% Chris Libby Project Administration 100% Kelly Adams Contract Support Specialist 100% Rhonda Venuto Assistant CSS 90% Felipe Baez Sr. Inspector (roadway) 90% Tomasz Trebacz Sr. Inspector (roadway) 40% Tony Acuti Sr. Inspector (utilities) 20% Felix Baez Inspector 70% Artie Autry Sr. Inspector (asphalt plant) 8% TPA#1953637.9 PSA F-1