Backup Documents 04/12-13/2011 Item #10E
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MEMORANDUM
Date: May 3, 2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: AIM Engineering & Surveying, Inc.
Attached, is an original copy of the contract referenced above (Item #10E),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
, ~._-
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Colt. County Purchasing Department
3327 Tamiami Trail East
- ~.- Naples, Florida 34112
AdninislTatil.e Servica Ovision Telephone: (239) 252-8375
Purchasing FAX (239) 252-6597
Email: dianadeleonfalcollierqov.net
www.cDllierqov.neUpurchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 15, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
AIM Engineering & Surveying, Inc.
. If the insurance is not in order. please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order. please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
In
JJ
D te
(Please route to County Attorney via attached Request for Legal Services)
~ OA'Tf RECtI"
APR 1 8 2011
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Contract 09-5262-5
"County- Wide Engineering Services" - Surveying and Mapping (SSM)
THIS AGREEMENT is made and entered into this I :l,-tlj day of ----Ar~: ( ,2011, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and AIM Engineering & Surveying, Inc.
authorized to do business in the State of Florida, whose business address is 5300 Lee Boulevard,
Lehigh Acres, Florida 33971 (hereinafter referred to as the "CONSUL TANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Surveying and Mapping (SSM),
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
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Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 hereby designates Michael R. Adams, PE as its Principal in Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
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and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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-ot-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided. however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
53.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities. damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
17
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10 E
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
18
",~,",",._--_.__.~..,--_._.._._--,.~_." - ~_... .~,.~--,,-~ '_'m'~"'_"~_"_"'_~"'_~'_'",~,",_~,,~~"_,,,,_,"~~,._""
10 E
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
19
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10 E
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
20
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10 E
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
21
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10 E
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
22
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10 E
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-in-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
23
.. . __.___...._.>_~b__._____.......__._.._~".,_, p'.."._~. ._-.~-_.'" ~-~'-"'---~ ,-~~-
10 E
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
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 16
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
24
_ .'. __..wo.___,,_.,_^,_____ _,_,_.____",',__ _ ..--.....--,---......-... _.'._-~ -----.-.-..---. - ---","..-"~,-~-"------_,_,~,,,
10 E
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:
AIM Engineering & Surveying, Inc.
5300 Lee Boulevard
Lehigh Acres, FL 33971
Phone: (800) 226-4569; (239) 332-8734
Attn: Michael R. Adams, PE
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
25
.-'..-,-----,-.---- _.-------".'~,.,--"~. '.__._"'--_..- "..-... .__._..__~_"W_~..,"."_'~_~__~~__
10 E
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
26
._..._,~_.___.~_._____u ~.._._. "-...-.-..,--.. " - -----.---,-.- _._-------_.."~." -"-...---.-.
10 E
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
27
..~."._._._- --- - -,,- ,_..~-~, ~~.."'----"-~"~--~-~-~
10 E
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
28
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10 E
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sea. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
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10 E
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E.8rOyk\'Glerk
By ,~OL.
Dat~ .'~ >ZDLl By: N W. ~
At'-It ..'~}~QW1""" Fred W Coyle, Chairman
litHttI1,,...
Approved as to form and
';J;~1-Pl~/
~County ttorney ~
~ AIM E'J'ineering &i~urveYin,g, Inc.
/ '~' " '-
;'i1.twlu /Ii-Oni i/ By:. J.itI'!{ i if:' Xi! :,'
" " " u !
Witr'1ess ;. v.
, ,
Jeanne Menier, Admln. Asst. Tracy A. ~evy, Vice President
Typed Name and Title Typed Name and Title
'. '. t-,l/ h
wa~~:"CT ,,--- ~
Jeanette PincombJ Cant. Admin.
Typed Name and Title
r::-,"(; E
i
!'" d...l"'\..I(
""".~ ..,-~
i' .-'-'"
!
\ "". <.."-11
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i r._v u
30 \ [1'.....
t "1"""1
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10 E 1:1
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Surveying and Mapping)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
~- -."., ~-_._---_._-. -.-..-.--- ..-.-. ,..._..._.,---~~~- -_._..,,-_.._--_...~--~~._.._..,,-
10 E
Schedule B
Contract No: 09-526213 'County Wide Engineering Services ( /I. I M )
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv Standard Hourlv Rate
Principal $195
Senior Project Manager $165
Project Manager $148
Senior Engineer $155
Engineer $119
Senior Inspector $85
Inspector $65
Senior Planner $140
Planner $110
Senior Designer $115
Designer $100
Environmental Specialist $115
Senior GIS Specialist $145
GIS Specialist $100
Clerical $60
Surveyor and Mapper $130
CADD Technician $85
Survey Crew - 2 man $130
SUlVey Crew - 3 man $160
SUlVey Crew - 4 man $180
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other selVices shall be mutually negotiated by the County and flnn on a project by project basis as
needed.
-"".~ ,,~, '. '~'-"-'.~-~.' ..,-,,~. -~,","-"'. "_.~"- ....-.-. ,.,...._,,'~.._" .
--- ." ."-'''._..,_.._'-'-_..._._~'....._-----_._---_.,
10 E
SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
....._.______..._u__........_.__._.~___~,_.._,_____ ~--_._._- .._.<~,-~. ,.,-- ._~--,._~._-,,-_..,---_.__. "'".._,-,.-
10 E
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
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10 E
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes - No
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
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10 E
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)
- $1 00,000 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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
.__m___ --, ~__,_ ...___..__.m_..___. ____.__.._____________
10 E
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
-~ -..,.-.-..,'.------ -------.-- .-._..._----_...~ .....-.,-_.>-_._._.,,_._._,._---~---,--
tOE
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes - No
C-6
- "- ._.....,,-~_.~._"......_~._-"-"--- ...--_..~.'''~ - ...- ~.._,--^--_._,-_.-'-,,,",'-""-'--'-
10 E
(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
C-7
_.__._-,---_.,._,~~-,--- - ,~-- . -"-'".~""'_.~..~, ._", " -"._.--..._-_._,--_._,._.~-,--,,-_._--_.,~_.__.~
10 E
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8
..,,----- . _._----,-
10 E
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
- -_.._,~_..~,<-".~~,--- . ._~----~',.__. _.'. ,,~,_.__...__.~--,---_._-_.~--
10 E
(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.
C-10
._* .-."~.. -,----- --',_._._--<-' _.......,~_._- _~_'_h__' ,"_____ ~---~--
10 E
Client#: 63849 AIMEN
ACORD,,, CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY)
4/04/2011
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 [~X~iC_C' Elia R. Labra, ACSR_
Gulfshore Insurance, Inc. l_~~JA~~oJ~.~~.~~~O-7~~~._____.____TIC~. No): 239213-2830
4100 Goodlette Road North l ADDR~ss: elabra~gul_f~~?!~~~_~_urance.com
Naples. FL 34103 -3303 PRODUCI:.R
239 261-3646 CU:;ITOf!'tER 10 #.~____ ---..---- _ _m ________
- ___________ _____._______________~~URER(S) AFFORDING COVERAGE -- NAIC# -
INSURED INS.':l~_~_~.2._~_~~rJ~ure Insura~ce ~~m~~rlY___
Aim Engineering & Surveying, Inc. INSURERB:
JRI Engineering, Inc. ----
INSURERC:
5300 Lee Blvd, Lehigh Acres FL 33971 ---------- --------------
, INSURER D : ----.---- ------
; INSURER E : -------- ----------
i INSURER F :
COVERAGES CERTIFICATE NUMBER: 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 SUBJECTTO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
~~"R TYPE OF INSURANCE ~o,,~L~':.R[ POLICY NUMBER ir3~J86/~e~1 Pt.?~)g61~~Yl LIMITS
A I GENERAL LIABILITY : GL2053525020010 04/25/2010 04/25/2011 EACH OCCURRENCE $1,OQ(j,000
1----x1 COMMERCIAL GENERAL LIABILITY __n_n________
_~~~C~~~oE~~~~~r~ncel $300,000
1---'----] CLAIMS-MADE I-x] OCCUR _.!'lED EXP (Anyone person) .10,000
r-.-----,-----.-. ..-- .1,000,000
, PERSONAL & ADV INJURY
r-- -~-----_._------
1--- GENERAL AGGREGATE .2,000,000
I (~~N'L AGGREr~E LIMIT AP,~~I5..S PER PRODUCTS - COMP/OP AGG .2,000,000
POLICY X ~~T : i LOC .
A AUTOMOBILE LIABILITY CA20535230101 04/25/2010 04/25/2011 COMBINED SINGLE LIMIT '1 000000
I-c-: (Eaaccidenl)
~ ANY AUTO , BODILY INJURY (Per person) $
f-- ALL OWNED AUTOS BODILY INJURY (Per Bccidenl) $
- SCHEDULED AUTOS PROPERTY DAMAGE
~, HIRED AUTOS (Peraccidenl) ,
__~j NON-OWNED AUTOS i S
I . i .. ---- ------
I i i S
A f-X~ UMBRELLA L1AB _d~CCUR ' CU20535260201 [04/25/2010 04125120111 EACH OCCURRENCE .5 000 000
___ I EXCESS L1AB : CLAIMS-M!'_12~j , . AGGREGATE $5,(jOO'~O()m_
-~~l~EDUCTIBLE i , , .
X RETENTION $ 0 : !-------- ---- -
I .
A WORKERS COMPENSATION WC20552870 1 07101/2010 07/01/2011 X WC STATU I 12JH-
AND EMPLOYERS' LIABILITY YIN -- -~ .....-
ANY PROPRIETOR/PARTNERfEXECUTlVE~ EL EACH ACCIDENT AOQO,OO_O ___
OFFICER/MEMBER EXCLUDED? NIA
(Mandatory in NH) EL DISEASE - EA EMPLOYEE .1,000,000
If yes, des cribs under EL DISEASE - POLICY LIMIT .1,000,000
OESCRIPTlON OF OPERATIONS belOW
,
I
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Addillonal Remarks Schedule. if more space is required)
Project: Collier County County.Wide Engineering Services Surveying & Mapping 1 SSM Contract 09-5262 S.
Collier County Goverment, collier County, Florida as Additional Insured on a primary non contributory basis
(See Attached Descriptions)
CERTIFICATE HOLDER CANCELLATION
Board of County Commissiones SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Collier County Florida THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Purchasing Department
3327 Tamiami Trail East AUTHORIZED REPRESENTATIVE
Naples, FL 34112 .
e1988.2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) 1 012 The ACORD name and logo are registered marks of ACORD
#S478902/M461159 ERL
--'"
10 E
DESCRIPTIONS (Continued from Page 1)
as respects to General Liability Only as needed by contract, per form CG 70 48 03 04. (Contractor's Blanket
Additional Insured Endorsement) and waiver of subrogation in regards to general liability and waiver of
subrogation in regards to workers compensation. Umbrella liability is above primary policies.
AMS 25.3 (2009109) 2 of 2
#S478902/M461159
,~_._._-~"_._- -- -"~.,._-,-_._--
10 E
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 000313
(Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.1
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
"As needed by contract and shown on certificate of insurance on file with company"
"This endorsement is not applicable in California, Kentucky, New Hampshire,
New Jersey. Texas and Utah."
"This endorsement does not apply to policies In Missouri where the employer is in the construction
group of code classifications. According to Section 287.150(6) of the Missouri Statues, a
contractual provisIon purporting to waive subrogation rights is against public policy and void where
one party to the contract is an employer in the construction group of code classifications."
This endorsement changes the policy to which it is attached and is effective on the date issued. unless otherwise" stated.
{The information below is required only when this endorsement is issued subsequent to preparation of the policy. I
Endorsement Effective 7/1/2010 Polioy No. WC2D55287D1 Endorsement No.
Insured Aim Engineering & Surveying, Inc. ~,J4rf~,
Insurance Company Amerisure Insurance Company Countersigned by
WC 00 03 13 Hart forms &ServlCOll
(Ed. 4-84) Copyright 1983 National Council on Compensation Insurance. Reorder No. 14-4888
_.n .,_.._",-,,--_. -..,. '.-._"~.'..__."-,._."---,_._-
10 E
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CONTRACTOR'S BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the foilowing:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Ail of the terms, provisions, exclusions, and limitations of the coverage form apply except as specificaily stated
below.
SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization, cailed an
additional insured in this endorsement:
1. Whom you are required to add as an additional insured on this policy under a written contract or agreement
relating to your business; or
2. Who is named as an additional insured under this policy on a certificate of insurance.
However, the written contract, agreement or certificate of insurance must require add~ional insured status for a time
period during the term of this policy and be executed prior to the "bodily injury'", "property damage", "personal injury",
or "advertising injury" giving rise to a claim under this policy.
If, however, "your work" was commenced under a letter of intent or work order, subject to a subsequent reduction to
writing within 30 days from such commencement and with customers whose customary contracts require they be
named as additional insureds. we will provide additional insured status as specified in this endorsement.
3. If the additional insured is:
(a) An individual, their spouse is also an add~ional insured.
(b) A partnership or joint venture, members, partners, and their spouses are also additional insureds.
(c) A limited liability company, members and managers are also additional insureds.
(d) An organization other than a partnership. joint venture or limited liability company. executive officers and
directors of the organization are also additional insureds. Stockholders are aiso additional insureds, but
only with respect to their liability as stockholders.
(e) A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as
trustees.
The insurance provided to the additional insured is limited as follows:
1. That person or organization is only an additional insured with respect to liability arising out of:
(a) Premises you own, rent, lease, or occupy, or
(b) Your ongoing operations performed for that additional insured, unless the written contract or agreement or
the certificate of insurance requires "your work" coverage (or wording to the same effect) in which case
the coverage provided shail extend to "your work" for that additional insured.
Premises, as respects this provision, shall include common or public areas about such premises if so required
In the written contract or agreement.
Ongoing operations, as respects this provision, does not apply to "bodily injury" or "property damage" occurring
after:
(1) All work inciuding materials, parts or equipment furnished in connection with such work on the project
(other then service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at
the site of the covered operations has been completed; or
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Copyright Insurance Services Office, Inc., 2003
CG 70 48 03 04 Pagelof2
~..,.- ___L_._.,,"~__ ,---- - -_._._---,-_....,~_..-
---- 10 E
(2) That portion of "your work" out of which the Injury or damage arises has been put to its intended use by
any person or organization other than another contractor or subcontractor engaged in performing
operations for a principal as a part of the same project.
2. The limits of insurance applicable to the additional insured are the least of those specified in the written
contract or agreement, or in the certificate of insurance or in the Declarations for this policy. If you also carry
an Umbrella policy, and the written contract or agreement or certificate of insurance requires that the additional
insured status also apply to such Umbrella policy, the limits of insurance applicable to the additional insured
under this poiicy shall be those specified In the Declarations of this policy. The limits of insurance applicable to
the additional insured are inclusive of and not in addition to the limits of insurance shown in the Declarations.
3. The additionai insured status provided by this endorsement does not extend beyond the expiration or
termination of a premises lease or rental agreement nor beyond the term of this policy.
4. Any person or organization who is an insured under the terms of this endorsement and who is also an insured
under the terms of the GENERAL LIABILITY EXTENSION ENDORSEMENT, if attached to this policy, shall
have the benefit of the terms of this endorsement if the terms of this endorsement are broader.
5. If a written contract or agreement or a certificate of insurance as outlined above requires that additional insured
status be provided by the use of CG 20 10 11 85. then the terms of that endorsement, which are shown below,
are incorporated into this endorsement as respects such additional insured, to the extent that such terms do
not restrict coverage otherwise provided by this endorsement:
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS (FORM B)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
Name of Person or Organization: Blanket Where Required by Written Contract,
Agreement, or Certificate of Insurance that the terms of CG 20 10 11 85 apply
(If no entry appears above, information required to complete this endorsement will be
shown In the Declarations as applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or
organization shown in the Schedule, but only with respect to liability arising out of "your
work" for that insured by or for you.
Copyright, Insurance Services Office. Inc., 1984
CG20101185
The insurance provided to the additional insured does not apply to "bodily injury", "property damage", "personal
Injury", or "advertising injury" arising out of an architect's, engineer's, or surveyor's rendering of or failure to render
any professional services including but not limlled to:
1. The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change
orders, design speCifications; and
2. Supervisory, inspection, or engineering services.
Any coverage provided in this endorsement is excess over any other valid and collectible insurance available to
the additional insured whether primary, excess. contingent, or on any other basis unless the written contract,
agreement, or certificate of insurance requires that this insurance be primary, in which case this insurance will
be primary without contribution from such other insurance available to the additional insured.
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Copyright Insurance Services Office, Inc. 2003
Page 2 of 2 CG 70 48 03 04
-""--,,------.-..-,----- --._~---_._--~--.~ ~-----_._--"---"---..~----------
10 E
~ OP 10: PH
ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMJDDlYVVYI
"---- 06/16110
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, EXTENO 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 pollcy(les) 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 confor rights to the ,
certificate holder in lieu of such endorsemenUs). ,
PRODUCER 239481-1949 CONtACT
NAME:
Private Client Insurance 239.481.2911 PHONE I FAX
9736 Commerce Center Court lAiC No Extl: (AlC Nol: ___ _ .~__
Fort Myers, FL 33908 E-MAIL
ADDRESS: ---.~.-
Wesley C. Brewer, Jr., CIC ~~~~(ME-01
---."---
~ - _ _'" ___~ INSURER{IDMfQl!9J~.~ COVERAOE - NA1C#
lNSUREO AIM Engineering & Surveying, 1!!~~RER~:...~a.!1~!~_n~.ll1suranc~_C_Q.. ____ __________ 35378
lnc, I.!:!SU'3-!..R..!l'----'---
5300 Lee Blvd. -.-"---...--. ~-----
Lehigh Acres, FL 33971 INSURER c; ._ ~u_~___
I.~~.I!RER: 0 :
INSURERE:
INSURED ~ .
COVERAGES CERTIFICATE NUMBER: 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. ----~-~-
f'jffsR - --~-- ~--~ -- Aoot SU!J'fi: ------- - i>OlICYEFF POLICY EXP
lTR TYPE OF INSURANCE POlley NUMBER MMlDDIYYYY MM!ODIYYYY LIMITS
GENERAL LIABILITY EACH OCCURRENCE $
- ~REMISES Eaoccurrencfj\
- ~AMERC!AL GENERAL llAEllllrY $
~ -- ClAIMS-MADE D OCCUR MED EXP (My one person) $
- I PERSONAL & AOV INJURY $
I GENERAL AGGREGATE $
._~'~. AGG~EnEllIMIT AP~{ PER PRODUel S .. ~OMP!91~t..99~ $
POLICY ~~9.; lOC ,
AUTOMO BILE L1A8Il1TY COMBINED SINGLE lIMIT $
.... (Eaeccident)
~~ ANY AUTO BDDll Y INJURY (Per person) $
All OWNED AUTOS BOall Y INJURY (Per acc.idenl) $
- SCHEDULED AUTOS PROPERTY DAMAGE
,
- HIRED AUTOS ~_~cd~~,_..__,~
NON.OWNED AUTOS S
- I
$
UMBRELLA L1AB H ~CCUR . EACH OCCURRENCE ~~ -~..._--~--
- -- -- -- ~---------------
EXCESS LIAB ClAlMS.t,-lADE AGGREGATE $
DEDUCTIBlE .. $
RETENTION ~ ,
WORKERS COMPENSATION I "'I(~m~T.~~ I IOJ",~
AND EMPLO'tERS'llASrLlTY 't IN
MY PROPRIETORlPARTNERiEXECUTiVE D EL EACH ACCIDENT $
OFF1CERft..IEM8ER EXCLUDED? NtA
(MandatorylnNli) EL DISEASE .EA EMPLOYEE S ---- -~...._---
Ily&s, describe under
DESCRIPTION OF OPERATIONS b>;lo'N EL DISEASE ~ POLICY LIMIT $
A Professional Llab AE819460 07101/10 07101111 F'erClalm 6,000,00
SIR 60,00
DESCRIPTION OF OPERATIONS I lOCATIONS I VEHICLES (Attach ACORD 101,Addltlonal R,marks Sched\llo, II mo(~ spaee Is requIred)
Collier County "Coun~rWlde Engineering Services - Surveying and Mapping J
SSM" Contract 09.526 -S
CERTIFICATE HOLDER CANCELLATION
BOG3327
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELlVEREO IN
Collier Co. FL. PurchasIng Oop ACCORDANCE WITH THE POLICY PROVISIONS.
Stephen y, Carnell, Director
3327 Tamlaml Trail East AUTHORIZED REPRESENTATIVE
Naples, FL 34112 Wesley G. Brewer, Jr., GIG
,
@1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD
.-'~-"---.-'---- ---~-.__..._----------,.._------_._..
10 E
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287055, Florida Statutes, AIM Engineering & Surveying, 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 09-5262-5 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
AIM Engineering & Surveying, Inc.
BY:
TITLE:
DATE: 4/6/;,011
D-1
. ",", '.- ,- --- '.,~' ."--'-",-^--,.,'--~'," ~~~--_._.
10 E ,. .'
MEMORANDUM
Date: May 3,2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: Pelican Engineering Consultants, LLC
Attached, is an original copy of the contract referenced above (Item #lOE),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
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Co~ County Purchasing Department
3327 Tamiami Trail East
~.~ Naples, Florida 34112
Adminislrative SeMces Qvisioo Telephone: (239) 252-8375
Purchasing FAX: (239) 252-6597
Email: dianadeleon(a)collieroov.net
www.collieroov.neVourchasino
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
Pelican Engineering Consultants LLC
. If the insurance is not in order. please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order. please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
/ /' 7fjj
Insurt0lrov~ By:
/J~
Risk Management Signature Date
(Please route to County Attorney via attached Request for Legal Services)
W~ RECEIVED
\\"1\\\ APR 1 ~ 2011
RISK MANAGEMENT
G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewoflnsurance4/15/201 0/16/09
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Contract 09-5262-5
"County- Wide Engineering Services" - Instrumentation and Controls
(Including SCADA and Low Voltage) (SIN)
THIS AGREEMENT is made and entered into this I JT'aay of A G" ( ,2011, by and
between the Board of County Commissioners for Collier County, Flor da, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Pelican Engineering Consultants,
LLC authorized to do business in the State of Florida, whose business address is 3073 Horseshoe
Drive South, Suite 114, Naples, Florida 34104 (hereinafter referred to as the "CONSUL TANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Instrumentation and Controls (including SCADA and Low Voltage) (SIN),
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
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Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 hereby designates Thomas J. Lepore, PE as its Principal in Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
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and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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.
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,
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a rninimum of five (5) years from (a) the date of terrnination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and docurnentation as often as they deern necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
18
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10 E
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
19
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,
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
20
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10 E
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
21
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10 E I
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
127 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
22
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10 E
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
23
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10 E
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODI FICA TION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
24
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10 E
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:
Pelican Engineering Consultants, LLC
3073 Horseshoe Drive South, Suite 114
Naples, FL 34104
Phone: (239) 597-7544; Fax: (239) 597-6363
Attn: Thomas J. Lepore, PE
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
25
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10 E
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
26
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by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resuiting 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
27
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10 E t Ml
,
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
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10 E ,
, , '.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E.ar96~'klerk (0.( .
By: By: ~W.~
Date: WL{
, " -,... , Fred W. Coyle, Chairman
Attu~ II ,."
. t....turt ":fl'
Approved as to form and
le~ufficienc :
"' .~
/IIL~ Pelican Engineering
By: ~
Witness'
/Yl..ke Bo.rr:/'l - E(.,4ri,~( 6'i--- M~M.W--
Typed Name and Title
~ ~
Witness
C~De$i~,,?-r
Typed Name and T
Item# ~
{,geoda 4iYlI
D3te _
30
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10 E ,4
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Instrumentation and
Controls (including SCADA & Low Voltage))
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement. the Owner will compensate the Firm in accordance with
the following method(s) _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee. as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
"....__._---~,_._----~-... _.~""..__.---,- ------_._^~-,._-_.~._-'_.-'_._~._---'--_.._---
SCHEDULE B 10 E
r1ltJ. -.-.-.." " ......' ',----; _ , _..... ~ ... "If""""-,~
~!(l I - ., ':t't j~"" _ 1""1-<"" "'~~) -.~" \<0: ""..., 1,A 1'" ,'"] I 1. 1'" <;"1 '"01 I
\ , L -" "" ~ JL::4l.r::' l...;:t ':"'~CJ "il'I!C' ""-_ :'~tht'""""'"<'~"'-"::') -i......__._J
,...,.) '\ .:",r.......-_.". ~ Z...... .J
''it!: 3013 Horscshoe Drivc South, Suitc 114, Naplcs. Fl34104
. ... (2... .. ~..
Pelican Engineering Consultants, LLC - Standard Hourly Rate Schedule
Personnel Cateaorv Standard Hourlv Rate
Principal $195
Senior Project Manager $165
Project Manager $148
Senior Engineer $155
Engineer $119
Senior Inspector $85
Inspector $65
Senior Planner $140
Planner $110
Senior Designer $115
Designer $100
Environmental Specialist $115
Senior GIS Specialist $145
GIS Specialist $100
Clerical $60
Surveyor and Mapper $130
CADD Technician $85
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
RFP# 09-5262-8 _ Discipline: Instrumentations and Controls, 8CADA, and Low Voltage
'"'--"'~-~-~'~---'._-'-~ _.~---_.,..,-, -'-.'--,-,
10 E
SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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10 E
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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10 E
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes - No
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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10 E
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
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10 E ~~;
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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10 E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
-
C-6
._>~. -_._----~- -- - O~_~".".._~._____
10 E
(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
C-7
,-------,"- - ." - .,...---.--.-----
10 E
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8
---.--- -
10 E
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
"._,~--"".~ -.
10 E
(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.
C-1O
-------- -----_._-~~~_._---_._-~,._--_.._._~_. ...-
Client#: 7001 PELlENG3 1 0 E
ACORD" CERTIFICATE OF LIABILITY INSURANCE r D:/;~M/;~~';'Y)
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER \ NAME:
ISU Suncoast Insurance Assoc PH.O. HE-..... 81..3. 289-5200 ----~.AX. :-813-289-4561".
lAIC, No, Ext)... . _UA,'C' No). ....
P.O. Box 22668 E.MAIL - - n_ - ---
ADDRESS:
Tam a, FL 33622-2668 """"0C"'--- --- - -.-- .--- --
P CUSTOMER 10 #:
~_~3 ?~9-::~_~ ___ ._____._ ______~___ __'" .__ __ -~=~~= --I~~~~R{Sl~~F~~~IN';;~OVERA~~ NAIC# ---
INSURED INSURER A: Hartford Casualiy Ins. Co. -- - --- 29424
Pelican Engineering Consultants, LLC 1~-s-uR~~--;-:-Twin-City Fi-re-Insurance C-O- ---- 29459
3073 Horseshoe Drive South I~SURER C : XL S-pecialtynfnsurance-Company- - 37885-
Suite 114 .- .---. -.
INSURERD:
Naples FL 34104 ----. - ---- . .----- ..----
, INSURER E :
- -
INSURER F :
COVERAGES CERTIFICATE NUMBER: 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.
~~~K TYPE OF INSURANCE 0 POLICY NUMBER IPr2~Jg61~~Y\ iP~~J861~~~Y\ LIMITS
A GEHERALlIABllITY I 21SBAUF5989 03/04/2011 03/04/2012 "ACHDCCURRENCE .2,000,000
I DAMAC~E TO RENTED - -j -
f-~' COMMERCIAL GENE~IABILlTY F'_RE;~!SES (Ea occurrence) i ~300,000
:~ CLJ\.IMS-MADE I. "'_ OCCUR I : .M. :."E..O._ EXP (Any one_!?e~?o.c.'.._. .f'.1 0,000 m_.._n__ _..
___ i . _ __ _ _ !!:,~~~ONAL & ADV INJUf~.v __ $~,_ogo,ooo_
---.J _ _ ____ .___ i G~!'J~RALAGGREGA_~~_ _ _54,000,000 .--
~'L AGGRE~E LIMIT A~~~S PER r!,,~ODlJCTS-=---C:_~~F'IOP 8q9_~54,000,_Q_QQ ____
I POLICY I I ~~9.,: I I LaC S
A AUTOMOBILE LIABILITY 21 UECAG9341 :03104/2011 03/04/2012 COMBINED SINGLELIMIT $
Xl ANY AUTO (Ea aCCident) - - -- ----- . .. 1,000,_009___
! BODILY INJURY (per person) $
ALL OWNED AUTOS - -- ---
___ I BODILY INJURY (Per Clccidenl) ; $
I_~ SCHEDULED AUTOS PROPERTY DAMAGE t
2\ HIRED AUTOS I I ~Peraccidenl) ---J$ - ------
---.! NON-OWNED AUTOS ___n ._,__ : s __
,S
UMBRELLA LIAS i I OCCUR I EACH OCCURRENCE 5
- - ~ ------- --_._-~---- ...--..-
EXCESS lI~_~__ ___ i _C~i\,~~_~_~p,DE AGGREGATE S
J DEDUCTIBLE $
I RETENTION 't ' i $ -----
B WORKERS COMPENSATION I I 21WECNV0795 lO3/04/2011 031041201'.} X I~~R~T,~!N,:",: 19TH
AND EMPLOYERS'lIABILITY Y IN' 1- . - --- T __.lEB.., ,
ANY PROPRIETOR/PARTNER/EXECUTIVED ! U EACH ACCIDENT ' $1,000,000
OFFICER/MEMBER EXCLUDED? NIA ---- .,------
(Mandatory in NH) E_I.. DIS_EPlSE._ EA EMPLOYEE $1,000,000
, g~~t~~~~~~~ O~~PERATIONS belOW :! E.L, DISEAS~-- -~;~I~;~I-':; ~-1 ,000,000
C Prolessional DPS9693225 03/0112011 03/01/2012 $2,000,000 per claim
Liabilitv . $2,000,000 ann I aaar.
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, il more space is required)
Professional Liability coverage is written on a claims-made and reported basis.
Collier County Board of Commissioners is listed as an Additional Insured as respects the Commercial General
(See Attached Descriptions)
CERTIFICATE HOLDER CANCELLATION
Collier County Board of SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
C .. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
om miSSioners ACCORDANCE WITH THE POLICY PROVISIONS,
3327 Tamiami Trail East
Naples, FL 34112-4901 AUTHORIZED REPRESENTATIVE
~,..... M-o.t~'o' -
@1988-2009ACORDCORPORATION,Allrights reserved.
ACORD 25 (2009/09) 1 of 2 The ACORD name and logo are registered marks of ACORD
#S313873/M305192 LWA
~_"___",-,,____~,_____,,,__,,__,,"_=__'__O_'~'''''_''.~..'~.._._.,._~
. -- -,._-
DESCRIPTIONS (Continued from Page 1)
Liability policy where required by a written contract prior to a loss per policy terms and conditions. A
thirty (30) day written notice of cancellation or modification of coverage applies.
AMS 25.3 (2009109) 2 of2
#S313873/M305192
_.._"'_...._..__oo_~_.___.."_.~.__....._,~__._'" _. -. ...,~,- ---.-..-..----,,-,------.
10 E ,
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Pelican Engineering Consultants, LLC 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 09-5262-S "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Pelican Engineering Consultants, LLC
BY: ~ ~~
vi
TITLE: _tv' o...M3 in~e..m be.,
DATE:~o...r~ Z9}201l
D-1
_._~,-_._.__._.~.<---,_.,-,~~--,".._,_._.,._.--._----.. - " ~."-'~ ,. .~...~--'~_._~-~
10 E , ~
MEMORANDUM
Date: May 3,2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: Greeley and Hansen, LLC
Attached, is an original copy of the contract referenced above (Item #10E),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
[fyou have any questions, please contact me at 252-8406.
Thank you.
Attachment
---". -'~-'-'-~'-----
10 E t
~CoumY Purchasing Department
3327 Tamiami Trail East
~. - Naples, Florida 34112
Administrative Services Ovision Telephone: (239) 252-8375
Purdlasing FAX (239) 252-6597
Email: dianadeleon@collierqov.net
www.collieroov,neUpurchasino
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Depl.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with six1een (16) consultants The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
Greeley and Hansen LLC
. If the insurance is not in order. please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order. please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services,
If you have any questions, please contact me at the above referenced information.
~ ~
'"'"' . "' /. Z
Risk agement Signature Date
(Please route to County Attorney via attached Request for Legal Services)
~~ RECEIVED
APR 1 4 2011
RISK MANAGEMENT
~\"1\\
G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewoflnsurance4/15/201 0/16/09
-_._~. --_._-, ~.~""-'- '-"~------~-"'"._..'~"'''-"'-' ..--.-...-----.----
10 E
Contract 09-5262-S
"County- Wide Engineering Services" - Modeling and Simulation (SMS)
THIS AGREEMENT is made and entered into this ; )t~day of -A ~ ,2011, by and
between the Board of County Commissioners for Collier County, Flo Ida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Greeley and Hansen LLC, authorized
to do business in the State of Florida, whose business address is 1567 Hayley Lane, Suite 201, Fort
Myers, Florida 33916 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Modeling and Simulation (SMS),
1
--",.- -"'...._.~--"..~ ~'-_.,-,,_.-'~-~,-_.~,,------_.,,-,~-~----_._-~--~.~
10 E ~i!~
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
I
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
~_._...~.-'-'~'--"'--"', --~",.,~_.., ~--,.,_._----
10 E 0'
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
,
!
3
. "'---..--<-. " -.....-..--- .__._--~-~-._._-
10 E ..
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 hereby designates Robert H. Garland as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
4
_..__._._...._--_...~_... ~.. '-..- ,-~._.,- _....~. .....---..-.--.----.----
10 E ">Ii
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professionai 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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
...-...---- ....--.--,.-.-.--- .~,~..-.._--"'-,,-~-_.
10 E ~"J
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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.
6
..",...,,----- '__'_~_ .<n<. .._.~...~_~___ -,,-----~_..-...- .. -. ...,~.._-- -....
1 0 E r':!~
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
7
.. "'---',-,--_._-~~ ---- ------,,,- ._-----,--~~--
10 E .
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
8
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10 E 4
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
,
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed I
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the ,
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
9
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
I
10
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10 E I r~
,
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if I
I
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
11
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10 E I
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F,S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and I
I
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5,6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.? Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any ,
i
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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10 E I
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida,
9.4 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.
17
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10 E
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
18
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,
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSU L T ANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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10 E
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not req u i red to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
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 16
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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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:
Greeley and Hansen LLC
1567 Hayley Lane, Suite 201
Fort Myers, FL 33916
Phone: (239) 226-9660; (239) 226-9663
Attn: Robert H. Garland
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
26
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10 E
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
27
" -~~---'-'-'''-'-'''''~----~'-'<'_.'.''_'' - '~'-"-"--,-
10 E
t
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
28
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10 E ,
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
-_._.~-- -- - __.0_.
10 E ,
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. BrpPK, Clerk"
By _0,( . 7uLw. ~
0". ...... .. ..~c II
By:
Fred W. Coyle, Chairman
Attest.. ,:t4f:1.it_ -s'
....Iturt"."',c. '
Ap ed as to form and
gal sufficienc .
,fyv~- y\\~~ By:
Witness
Linda Murdix, Facilities Manager Andrew W. Richardson. Chief Executive Officer
Typed Name and Title Typed Name and Title
(f I /'J i
Jo.j-a.,-,~ "./.--r'", ,j, ';....'- ~
Witness
Darlene Henderson. Administrative Manager
Typed Name and Title
Item # ~
Agenda ~1-t.l
Date
~~~d S"'?' -tl
~
30
..~-_.. ~_.'-'-'-~--,~ ,-,,_.,.,,--,..__...
10 E ,
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated ,2011 (RFP/Bid 09-5262-S Modeiing and Simulation)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II -
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order,
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
_.._.".- - 'H,'_,_'m --- -.------
10 E
SCHEDULE B
Contract No. 09-5262-8 "County Wide Engineering Services (Modeling & Simulation)
Greeley & Hansen
Standard Hourly Rate Schedule for all Disciplines
March 2011
Personnel Cateaorv Standard Hourlv Rate
Principal $250
Senior Project Manager $220
Project Manager $190
Senior Engineer $160
Engineer $120
Senior Inspeclor $100
Inspector $ 80
Senior Designer $115
Designer $100
Senior GIS Specialist $145
GIS Specialist $100
Clerical $ 65
CAD Technician $ 85
This list is not intended to be all-inciusive, Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
F:\0795_Colfler County\BO\09-5262-S SUPPLEMENTAl ENGINEER!NG SERVICES\Colller Rate Schedufe.Docx
,._--~. ~".~..~ ....-----
tOE
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
_.~__,~__._._"_e'_.~_____._'U_'.'_'~'__"_'_~ - .
10 E I
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
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10 E I
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes - No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
~,---.. -,---",-"-.-- .~,.,._._,.~ -<-",-"
10 E
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
~._. --~,--..._- - 00'_' ~"...
10 E
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
--- ~-- ---~
10 E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes - No
C-6
0.___.^____~.__._.__,......""_"~."..,,__ _._~.
10 E
(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
C-7
I
I
'"-- , ----,----- u
10 E
x $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8 I
I
-_..~_.~---'"--_. _._--,.... ~'"._" - "-^"...<~",--~ - ,~._.,'.o>_
10 E
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
,._~~-~,-~.._-,---_.~, -"'''_'''~'-'-'''-''''-'----'-'-''.~.-,''-,.'_,,-,--,-- --------'"
10 E
(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 compiete 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.
C-10
--,_..~_._-_._-_.,. '^__m_.~_.
10 E
Cllent#: 639383 GREELAND
ACORD," CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY)
7/06/2010
I THIS CERTlFICAT" IS ISSUED AS A MATT"R OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TH" C"RTlFICATE HOLD"R. THIS
CERTIFICATE ODES NOT AFFIRMATIV"LY OR NEGATIVELY AMEND, "XTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
'. ,iEPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the polley(les) must be endorsed. If SUBROGATION IS WAIVED, Subject to
the terms and condltlons 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 I NAME:
Commercial Lines I i.og"J, E,'" 312 442-12~,o. .... I t.&N". ~124421300
100 South Wacker Drive I ~OMD~~SS:
16th Floor CUSTnME~IQ.!'L .___~__,____.~._~_
Chicago,lL 60606 INSURli:R,.:..:,~ !"F,OROING COV_ERAGEl HAle"
.. .,-
INSURED INSURi:RA: Travelers Indemnity I"."",:';;:~ny _~~58
Greeley and Hansen LLC INSURER B l St Paul (nsurance Company of IL 24791
100 South Wacker Drive; 14th Floor INSURER c: Continental Casualty-Company -.,.-- 20443
Chicago, IL 60606 =~-~_.- ,..._, -
INSURER D : .--
~~UR.eR E: ...----
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY TJ-IATTHE POLlCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOlWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER OOCUMENTWIn-t RESPECT TO WHICH "THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
L~~I( TYPE OF INSURANce ~':.L e:t::!' POLICY NUMBER PrfM8~~Yl r~~IXXRv~ LJMITS
A GENERAL lIABILITY 630100~8916 ~1/01/2010 07/01/2011 EACH OCCURRENCE .1 000 000
--.- ~REMISES(~~~~nce\ .-
r-K =rAERCIAL GENERAL LIABILITY .100 000
f- CLAIMS.MADE ~ OCCUR f-fl.tED EXP (Any OI1e person) !~JOOO
~ -.-~._--,--- .. ~~~qt:'~l & ADV INJURY '1,000,0~_
~-, ------ ~ttALA(3aRF.OATE ,5,!l.0.Q,000
~'L AOG~Er~~t UMIT APnS tER: ~R_ODUCTS - COMP/OP AGO .1,000,000
POLlCY I ~twr LOC .
'~:',:;: AUTOM081LE LlABll1TY P810100L6916 ~1101l2010 01/01/2011 COMBINED SINGLE LIMIT '1 000000
f--- (Eaaccklenl)
~~ ANY AUTO f.lnl.lll.Y INJIJRY (Per parsOn) ,
f- ALL OWNED AUTOS f.lODlL Y INJURY (Per accltJllnl) S
f-x SCHEDUL.ED AUTOS PROPERTY DAMAGE
HIRED AUTOS (paraoodllnl) .
rx ~-
NON-OWNED AUTOS .
~
.
B UMBRELLA LIAS ! X _j ~CCUR QK01202455 ~7101/2010 07/01/2011 ~.H OCCURRENCE .~ 000 000
f- l ClAL~~_~~
EXCESS LIAB /~.GGREGAIE .5000 000
.--.
rx DEOUCTlaLE ,
RETENTION 1; 10 000 .
A WORKERS COMPENSATION PJUB100L6918 ~1/01/2010 07/01/2011 X we STATU- 12JH-
AND EMPLOYE;R;S' LIABIUTY V,N
ANY PRoPRIETORIPARTNERlEXECUTIVE[Jij NIA I E.L.. EACH ACCIDENT .1 000 000
OFflCERlMEM8ER EXCLUDED? ,
(Msl1datoryIn NH) E.L.. DISEASE. EA EMPLOYEE .1,000,000
~~~I~;~N ~~~PERAnoNs bulov.' E.L OISEAse . POLICY LIMIT .1.000 000
C Professional AEH008221445 ~1/01/2010 01/01/2011 $5,000,000 Each Occ.
Liabilitv $5,000.000 Aggregato
DESCRIPTION OF OPERATIONS I LOCATIONS J "EHICles (Attach ACORD 101, AddlUlll1a' Remarks Schedulo,ll mora space 19 requlredl
Contract No. 09.5262. County Wide Engineering services. Collier County Is
additional Insured as respects the generalliablllty and automobile
(See Attached Descriptions)
CERTIFICATE HOLDER CANCELLATION 30 Da s for Non-Pa ment
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Collier County ACCORDANCE WITH THE POLICY PROVISIONS.
Admin Services Division
Purchasing Bldg. AUTHORI.t:ED REPRESENTATIVE
3301 E. Tamiami Trail ,(~ ..~~
Ie 1
(1) 1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) 1 ofZ The ACORD name and logo are registered marks of ACORD
#S4560573/M4560Z03 VXRAA
.~.'----,---------_.._-_.,--,,-- _.._-,-'- - - -~_..,
tOE .
DESCRIPTIONS (Continued from Page 1)
, ,
liability policies, but only with respects to the operations performed by
Of on behalf of the named Insured at the described location or project.
1
:
-, '
AMS 25.3 (2009109) 2 ofZ
#S4560573/M4560203
i
I
~..,_,_..~_.______._____~___.'.~.___......_.___,,________~.,___....___~_,_~'__'_~'_'___'<___'_'_"'_ ."__u,__ _'_M_...._._~._._
10 E
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Greeley and Hansen LLC 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
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
Greeley and Hansen LLC
BY: llh(if )
TITLE: Chief Executive Officer
DATE:--AP;(, L 2) 20//
I
D-1
I
"~'--~----~_.'-~'--+----- .-,.,~.~_. ,,- ----_._-_.~-
10 E
MEMORANDUM
Date: May 3, 2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: Carollo Engineers, Inc.
Attached, is an original copy of the contract referenced above (Item #lOE),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
-"~"-.--_._-._"..~
10 E
Co~CmmtY_ Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
Adminisl1alive SeMres avision Telephone: (239) 252-8375
PLrchaslng FAX (239) 252-6597
Email: dianadeleon(a)collierqov.net
www,collierqov.neVourchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
Carollo Engineers, Inc.
. 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.
. [fthe insurance is in order. please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services,
If you have any questions, please contact me at the above referenced information.
'"''ff/!l:'t~ ttJ,
Risk anagement Signature te
(Please route to County Attorney via attached Request for Legal Services)
RECEIVED
.4PR 1 4 2011
RISK MANAGEMENT
G/Acquisitions/AgentF ormsandLetters/RiskMgmtReviewoflnsurance4/15/201 0/16/09
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Engineers...Working Wonders With Water"'
CERTIFICATION
This is to certify that the undersigned, Michael W. Barnes, as Corporate
Secretary and General Counsel for Carollo Engineers, Inc., is authorized to
state and certify: That by corporate policy approved by the Board of Directors on
02/07/2011, Robert Cushing, Senior Vice President, is authorized to execute
engineering service agreements for the usual and customary engineering
business of the company.
Dated: April 14, 2011 .1/w B=~ ~
Corporate Secretary & General Counsei
2700 Ygnacio Valley Road, Suite 300, Walnut Creek, California 94598
P.925.932.1710 F.925,930.0208
caroIlo.com
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Contract 09-5262-S
"County- Wide Engineering Services" - Modeling and Simulation (SMS);
Instrumentation and Controls (Including SCADA & Low Voltage) (SIN)
THIS AGREEMENT is made and entered into this j 3t+~ay of 4r.r, { , 2011, by and
between the Board of County Commissioners for Collier County, Floriaa, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Carollo Engineers, Inc., authorized to
do business in the State of Florida, whose business address is 401 North Cattlemen Road, Suite 306,
Sarasota, Florida 34232 (hereinafter referred to as the "CONSULTANT'').
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Modeling and Simulation (SMS); and
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2. Instrumentation and Controls (Including SCADA & Low Voltage) (SIN),
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
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1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
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1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 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 hereby designates Robert S. Cushing, PhD, PE, BCEE as its Principal in
Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
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CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
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1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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)
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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 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
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knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"), The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
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(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
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own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
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completion of contract. Any untimely submission of invoices beyond the specified deadline period is
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
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Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
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markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
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Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
18
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
21
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
22
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENT A TIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
23
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10 E
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODI FICA TION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
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, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
24
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10 E
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:
Carollo Engineers, Inc.
401 North Cattlemen Road, Suite 306
Sarasota, FL 34232
Phone: (941) 371-9832; Fax: (941) 371-9873
Attn: Robert S. Cushing, PhD, PE, BCEE
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
25
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
26
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10 E
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
27
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10 E t
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
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ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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10 E
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
. . ' COLLIER COUNTY, FLORIDA,
Dwigt1t' E. Br.~Ct. Clerk
I?.. . I .' < <' __ .-::\ (
1'1.," ~,.',., '. , rv.
~' ,'<>~, ~W. ~
Date: '(1fl By: -
Fred W. Coyle, Chairman
~
~ County Attorney
,;-- _ /J, ).-;7j1-- Carollo E",ng, in, eers, Inc.
L-.-- 'f/tJ~ _~
By:;.~ ~
Witness
Eric Peters Associate V.P. Robert S.Cushing, PhD, PE, Sr.Vicepresident
Typed Name and Title Typed Name and Title
~ rf,' ,',
, " "'C~I . \. -,./ ,
j . . -C", ~. , .j.,;,...
-.. - )..Lv-x.-. ~ .~ ,/: \}" If---~" ~\
Witness
Diane H. Cranford, Contract Adm.
Typed Name and Title
Ilem# ~
Agenda lf11.1\
Dale
~:d ;')--311
30
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Modeling and Simulation;
Instrumentation and Controls (including SCADA & Low Voltage))
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order,
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
. Task I
. Task II -
. Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _ Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
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c c;t""'..'"
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SCHEDULE B
CAROLLO ENGINEERS, INC.
Collier County #09-5262-S "County Wide Engineering Services" - Modeling & Simulation;
Instrumentation & Controls (including SCADA & Low Voltage)
FEE SCHEDULE
As of March 14, 2011
Hourlv Rate
Engineers/Scientists
Assistant Professional $134.00
Professional 167.00
Project Professional 198.00
Lead Project Professional 214.00
Senior Professional 235.00
Technicians
Technicians 104.00
Senior Technicians 146.00
Support Staff
Document Processing / Clerical 90.00
Expert Witness Rate x 2.0
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
401 N. Cattlemen Road, Suite 306, Sarasota. Florida 34232
P,941.371.9832 F.941.371.9873
HJclientlCoUierIContractslO9-S262-5 Fee Schedule.docx carollo.com
"~^." ._.._-~~-~-_.._.._-, -_.~
10 E
SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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10 E
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
-
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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10 E .'1
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)
- $1 00,000 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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
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10 E ,
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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10 E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes - No
C-6
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(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
C-7
-~..,._--_._.- - .' -"--' ,-- --------.,-- .,-~ -
10 E ~
,
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8
."-,,,- - --., ----~-,._~,-,,--"
10 E I .
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
--._,,- - - _~_.._ '_.'U<~'_ -.-.
10 E
(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.
C-10
.ew ._,_._~,___ - -----........--.' "'",,,_.
tOE
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Carollo Engineers, 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
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
Carollo Engineers, Inc.
.~
~ ,;.:;.~--
/:;;:!:?;';;::~:;.~~:-------.... '
.-;;~-:~::>. ~/
-
BY: Robert S. Cushing, PhD, PE
TITLE: Sr. Vice President
DATE: April 5, 2011
D-1
.-..~_._~ __u_,__ -- ,-~. -~--,-,.._'_.'----
-
ACORD~ CERTIFICATE OF LIABILITY INSURANCE I NY)
04/04/2011
PRODUCER 0564249 1-800-833-7337 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Heffernan Insurance Brokers/ ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Heffernan Professional Practices HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1808 Embarcadero Road, Suite A ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Palo Alto, CA 94303 INSURERS AFFORDING COVERAGE
--.-. _.~. --_.,"-_.._-~._-- ---,
INSURED INSURER A: Hanover:__!.~suraI!..~ Compa~
Carollo Engineers _I!:!.SURER B: National Union Fire Insurance Company
2700 Ygnacio Valley Road, #300 INSURER C: Massachus':!'_~_~__~~,L_Insurance Compa~:y
Walnut Creek, CA 94598 INS~RE!3.~~.C:.E American Insurance Company
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
- POLICY EFFECTIVE POLICY EXPIRATION
IIIN~: TYPE OF INSURANCE POLICY NUMBER LIMITS
A ~NERAL LIABILITY ZHF894489200 12/31/10 12/31/11 EACH OCCURRENCE $1,000,000
X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Anyone fire) $ 500,000
- _._l CLAIMS MADE 0 OCCUR MED EXP (Anyone person) $ 25,000
- ---- PERSONAL & ADV INJURY $1,000,000
~ GENERAL AGGREGATE $2,000,000
_~'~AGG~l~~lEILlMIT APf!.~t.PER PRODUCTS - COMP/OP AGG $2,000,000
POLICY X ~~R,: lOC
A ~TOMOBILE LIABILITY AHF891168500 12/31/10 12/31/11 COMBINED SINGLE LIMIT
$1,000,000
X ANY AUTO ~-:.aCCidenl)
-
ALL OWNED AUTOS BODILY INJURY
---. $
SCHEDULED AUTOS (Per person)
- .--.
HIRED AUTOS BODILY INJURY
- $
NON-OWNED AUTOS (Per accident)
-
PROPERTY DAMAGE $
(Per accident)
~~GE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
B EXCESS LIABILITY BE19715061 12/31/10 12/31/11 EACH OCCURRENCE $1,000,000
~ OCCUR o CLAIMS MADE AGGREGATE ~~"~OOO,OOO
$
~ ~EDUCTIBLE $
RETENTION $ $
C WORKERS COMPENSATION AND WDF895749900 12/31/10 12/31/11 X I T~",9Tt:.~~ I IOJ~
EMPLOYERS' LIABILITY $1,000,000
EL EACH ACCIDENT
EL DISEASE - EA EMPLOYEE $1,000,000
EL DISEASE - POLICY LIMIT $1,000,000
OTHER
D Professional Liability G21656495007 07/04/10 07/04/11 Per Claim $1,000,000
Retroactive Date: Unlimited Aggregate $1,000,000
Deductible $400,000
DESCRIPTION OF OPERATIONS/lOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
All operations of the named insured.
Professional Liability is written in aggregate limits of liability not less than the amount shown.
RE: Contract #09-5262-5 "County wide Engineering Services"-Modeling &: Simu1tation; Instrumentation &: Controls
(including SCADA &: Low Voltage)" Carollo project #: Not yet assigned. The OWNER, Collier county Government,
is included as additional insured with respects to General Liability and this insurance is Primary. Waiver of
Subrogation is included with respects to Workers' Compensation.
CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION *10 DAYS NOTICE FOR NON-PAYMENT OF PREMIUM
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier County; Board of County DATE THEREOF, THE ISSUING INSURER WILL EJi6I~Ji:MAIL 30. DAYS WRITTEN
~
Commissioners NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, ~KXlll~X
Attn: Purchasing Building XlKlIIIIlU~XIUK.ml~IIQ1QllX>>~Ul5~I!fS:~KBII.X
3301 E Tamiami Trail
~~~~~KXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Naples, FL 34112 AUTHORIZED REPRESENTATIVE $-
, USA
ACORD 25-5 (7/97) drichie @ACORDCORPORATION 1988
20554480
._-~- .-....,.------"" --~---- --_._.'~
10 E ,11
Architects and Enaineers
The fol/owing policy language is from Commercial General Liability Coverage Forms
The following are mandatory forms on the policy identified on the Certificate of Insurance:
421-0778 (09 09) CALIFORNIA COMMERCIAL GENERAL LIABILITY SPECIAL BROADENING ENDORSEMENT
. Additional Insured by Contract, Agreement or Permit
Under Section II . Who Is An insured, Paragraph 4. is added as follows:
4. a. Any person or organization with whom you agreed, because of a written contract, written agreement or permit to provide
insurance, is an insured, but only with respect to:
(1) "Your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or
(2) Premises you own, rent, tease or occupy.
This insurance applies on a primary basis if that is required by the written contract, written agreement or permit.
b. This provision does not apply:
(1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily
injury", "property damage", "personal injury" or "advertising injury".
(2) To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage
Part.
(3) To any person or organization included as an insured under item 2 of this endorsement.
(4) To any lessor of equipment:
(a) After the equipment lease expires; or
(b) If the "bodily injury.', "property damage", "personal injury" or "advertising injury" arises out of sole negligence of
the lessor.
(5) To any:
(a) Owners or other interests from whom land has been leased which takes place after the lease for the land ex-
pires; or
(b) Managers or lessors of premises if:
(i) The occurrence takes place after you cease to be a tenant in that premises; or
(ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural
alterations, new construction or demolition operations performed by or on behalf of the manager or lessor.
. Aggregate Limit Per Location
(1) Under Section III - Limits of Insurance the General Aggregate Limit applies separately to each of your "locations"
owned by or rented to you.
(2) Under Section V . Definitions, definition 23. is added as follows:
23. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted
only by a street, roadway, waterway or right-of-way of a railroad.
CG 2503 (05 09) DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT
. Aggregate Limit of Insurance (Per Project)
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Designated Construction Projects:
Your projects away from premises owned by or rented to you
A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage
A, and for all medical expenses caused by accidents under Section I - Coverage C, which can be attributed only to ongoing
operations at a single designated construction project shown in the Schedule above:
1. A separate Designated Construction Project General Aggregate Limit applies to each designated construction project, and that
limit is equal to the amount of the General Aggregate Limit shown in the Declarations.
2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum 01 all damages under
Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations
hazard", and for medical expenses under Coverage C regardless of the number of:
Includes copyrighted material of Insurance Services Offices, Inc., with its permission
--.----.-... _.,~-~ -. ____.._.___~, ,_MO"" ---.-"-
a. Insureds; 10 E
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or bringing "suits",
3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated
Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the
General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General
Aggregate Limit for any other designated construction project shown in the Schedule above.
4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue
to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject
to the applicable Designated Construction Project General Aggregate Limit.
B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage
A, and for all medical expenses caused by accidents under Section I - Coverage C, which cannot be attributed only to ongoing
operations at a single designated construction project shown in the Schedule above;
1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount
available under the General Aggregate Limit or the Products-completed Operations Aggregate Limit, whichever is applicable;
and
2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit.
C. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages
because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-
completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project
General Aggregate Limit.
D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the
authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to
be the same construction project.
E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated.
421-0452 (06 07) OTHER INSURANCE - PRIMARY AND NON-CONTRIBUTORY (ADDITIONAL INSURED)
. Additional Insured by Contract, Agreement or Permit Amended - Primary & Non-Contributory
The following is added to Section IV - Commercial General Liability Conditions
4. Other Insurance
a. Additional Insureds
If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization
included as an Additional Insured under Section 11- Who is An Insured, is primary and non-contributory, the following applies;
If other valid and collectible insurance is available to the Additional Insured for a loss we cover under Coverages A or B of this
Coverage Part, our obligations are limited as follows;
1. Primary Insurance
This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured
as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except
i. For the sole negligence of the Additional Insured;
ii. when the Additional Insured is an Additional Insured under another primary liability policy; or
iii. when 2. below applies.
If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then,
we will share with all that other insurance by the method described in 3. below.
2. Excess Insurance
This insurance is excess over:
(1) Any of the other insurance, whether primary, excess, contingent or on any other basis:
(a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work";
(b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional
Insured with permission of the owner;
(c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant
for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional
with permission of the owner; or
(d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to
Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability.
Includes copyrighted material of Insurance Services Offices, Inc., with its permission
. -"'~'-"-"---- .~-- ".-,,,. ._--~--'- '.-"._"-~"- -~.__...._-
10 E ,
When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any
other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we
will be entitled to the insured's rights against all those other insurers.
When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds
the sum of:
1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and
2) The total of all deductible and self.insured amounts under all that other insurance.
We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and
was not bought specifically to apply in excess of the Limits 01 Insurance shown in the Declarations of this Coverage Part.
3. Method Of Sharing
If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each
insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes
first.
If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each
insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.
CG0001 (1207) COMMERCIAL GENERAL LIABILITY COVERAGE FORM
. Separation of Insureds
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named
Insured, this insurance applies:
a. As if each Named Insured were the only Named Insured; and
b. Separately to each insured against whom claim is made or "suit" is brought.
CG 2404 (05 09) WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US
. Waiver of Subrogation
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Person Or Organization:
Persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage,"
that requires you to waive your rights of recovery
The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions:
We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we
make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization
and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the
Schedule above.
Named Insured: Carollo Engineers Policy No.: ZHF894489200
Additional Insured: Any person or organization with whom you have agreed in written contract,
executed prior to loss. to name as additional insured.
ThiS Notice does not form a part of the Insurance contract.
No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). It there is any conflict between this Notice and the policy
(including its endorsements), the provisions 01 the policy (Including Its endorsemenls) shall prevail.
Includes copyrighted material of Insurance Services Offices, Inc., with its permission
.----'--~"'-'---------- -~--_._.,,~_... _.H______
10 E ! II
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY
WC 04 03 06 (Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-
CALIFORNIA
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a
different date is indicated below.
(The following "attachIng clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.)
This endorsement, effective on 04/04/2011 at 12:01 A.M. standard time, torms a part of
(DATE)
Policy No. WDF895749900 Endorsement No.
of the Massachusetts Bay Insurance Company
(NAME OF INSURANCE COMPANY)
issued to Carollo Engineers
Premium (if any) $
Authorized Representative
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in
the work described in the Schedule.
The additional premium for this endorsement shall be % of the California workers' compensation premium
otherwise due on such remuneration.
Schedule
Person or Organization
Any person or organization with whom you have agreed in written contract,
executed prior to loss, to name as additional insured.
Job Description
All Operations.
WC 252 (4.84)
WC 04 03 06 (Ed. 4.84) Page 1 of 1
--,-_..~~ ._".-.-..,---".-- . .."- ~--_._.~.^-- ". . -~---~--_.
10 E
MEMORANDUM
Date: May 3, 2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: Tetra Tech, Inc.
Attached, is an original copy of the contract referenced above (Item #lOE),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
---'.~,- --_.._,'._._~.- -""-'-'<-,'~-'--
10 E
eolteT County Purchasing Department
3327 Tamiami Trail East
~.'- Naples, Florida 34112
Adninistraflve Services Division Telephone: (239) 252-8375
Purchasing FAX: (239) 252-6597
Email: dianadeleon@collierqov.net
www.collierqov.neVDurchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
Tetra Tech, Inc.
. If the insurance is not in order. please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order. please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
In~~Y: ~
Risk Management Signature ate
(Please route to County Attorney via attached Request for Legal Services)
RECEIVED ~Jj2
> APR 1 4 2011 /' ~
~ISK MANAGE MEN" S(,!ll
G/Acq uisitions/AgentFormsandLetters/RiskMgmtReviewoflnsurance4/15/2010/16/09
"_."._'0" ......~.... --'~."---- -'---~"-""._'--"-~"-'~'-~---"-
10 E
Contract 09-5262-S
"County- Wide Engineering Services" - Modeling and Simulation (SMS);
Instrumentation and Controls (Including SCADA & Low Voltage) (SIN)
THIS AGREEMENT is made and entered into this rJI1Jay of Ar.' r ,2011, by and
between the Board of County Commissioners for Collier County, Flori a, a political subdivIsion of the
State of Florida (hereinafter referred to as the "OWNER") and Tetra Tech, Inc, authorized to do
business in the State of Florida, whose business address is 10600 Chevrolet Way, Suite 300, Estero,
Florida 33928 (hereinafter referred to as the "CONSULTANT'').
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Modeling and Simulation (SMS)
1
-'..__.~""",--","-, ,-.,.-- -'-~'~,- --'-'''-' --,.-.- --. ,...." -~'-"._.'-- _...- . --~
10 E
2. Instrumentation and Controls (Including SCADA & Low Voltage) (SIN),
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
12 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
2
-'-<~---,",-",~"" -~.- --- .. ^.~"-------
10 E 1>
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
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1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 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 hereby designates Daniel M. Nelson, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
4
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CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
5
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1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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)
6
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10 E
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 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
7
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10 E I
,
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
8
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10 E \ , t
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
9
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10 E ~
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANTS letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
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10 E
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
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10 E
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
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10E
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
14
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Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
16
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10 E
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
17
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
18
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
20
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
21
-~-~" . ~~.- "-._.00 , _....."_...~,-,,-,~.__.-.- -------.-.,,-."-----
10 E I
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
22
. -._-,-,-- .-.-,--. _._~.. -_..~,~'. . ,""'-'-.'--'''-_0 ,'''_.,~..- ...._- --
10 E Ii I
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
23
......---.--<,- .- _.~ --- .-.. -_._- -.----....--
ARTICLE 14 10 E I
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
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 16
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
24
~--- ..---.-......-.-- ---,....----.....,...- .,_._,_.
10 E
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:
Tetra Tech, Inc.
10600 Chevrolet Way, Suite 300
Estero, FL 33928
Phone: (239) 390-1467; Fax: (239) 390-1769
Attn: Daniel M. Nelson, PE
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
25
.",-..-,--.-.-.-,.----.---.-.---.,. _._--~._..... -.-- -~,.._- .....'.-. ......... " "-" -
10 E t !
,
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
26
".._-~. -- .._~--,-_.~..~....~~--,~,,-",_..,~- --,-.-
10 E
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
27
_._,__o......__~"'_ -------~ .--.-.--.".. -~- - ~_._..
10 E
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
28
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10 E
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
.__.._-~--~ ~,~" _""".._.'~..'__._M_.~ .."".u."_._._________......_
10 E Ml
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
'."<.. <-, COLLIER COUNTY, FLORIDA,
Dwight E. BrkiCk,Cleff(ii
By: ~,. . _ .{ . ~W.~
Date: .,. ~.. ~.,.... tib~1
By:
Attest. at. .._........ Fred W. Coyle, Chairman
U9ft.turt",~i .
, r:.fff[Lt
, --
~ County Attomey
~
(J~~ By:
Witness U. ?
j)/!fi '[> J11Jc;,. j&.rJ Vi.::.i fA...[},/jAIT L~,-,;7~~.z..- E., S"E;..1 \-c: ,.....t -\
Typed Name and Title Typed Name and Title
k1=t- [~
wt,ness
2t1T ~(ts:.:.!;..~i_'~'L [).<-<.'':;k r ~,._.j(:u.->.J~c/L
Typed Name and Title
Item # JfE
~;:;da i:iZ1l
Da~ ::,'3il
Rocd
30 .~
L.
~-'-'--'--- --.-,-..-.-.- ..~~.,_..- -, ,......--
10 E
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Modeling and Simulation;
Instrumentation and Controls (including SCADA & Low Voltage)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II -
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
~.._ "'"'n.___'_ .~-""' _ ~_o__ -_.- .'._n_~_'"". "~"_... '~-'~->-'--~- .',-
to E
SCHEDULE B ~
TETRA TECH, INC.
Rate Schedule for Time and Expense Services
Effective October 1,2010, through September 30,2011
2010-2011 Hourly Billing Rate
Project/Program Management
Project Manager $160
Senior Project Manager $195
Discipline Leader $210
Operations Manager $220
Project Administration
Project Assistant $65
Project Administrator $75
Senior Project Administrator $80
Contracts Administrator $100
Engineers
Engineer I $85
Engineer II $110
Engineer III $125
Engineer IV $135
Engineer V $165
Technical Leader $175
Engineer VI $215
Scientists
Scientist I $80
Scientist II $95
Scientist III $100
Scientist IV $135
Scientist V $160
Scientist VI $190
Design Professionals
Graphic Designer $65
CAD Tech I $55
Cad Tech II $65
CAD Designer I $75
CAD Designer II $90
Senior CAD Designer $120
Architect $130
Engineering Designer I $115
Engineering Designer II $125
Senior Engineering Designer $140
CADD Manager $120
Plant Operations
Operator I $60
Operator II $70
Plant Supervisor $75
Plant Manager $90
Plant Operations Manager $110
.'"-~'''~'-'-,,-" --,. _..__....,.__"...._.__._~4^"~ ",.."..__._--.~_._-"'..
10 E
SCHEDULE B (Cont. ) ~
TETRA TECH, INC.
Rate Schedule for Time and Expense Services
Effective October 1, 2010, through September 30, 2011
2010-2011 Hourly Billing Rate
Surveyors
Survey Tech I $50
Survey Tech II $55
Survey Party Chief $95
Surveyor $80
Survey Manager $140
Senior Survey Manager $155
Construction Services
Construction Administrator $80
Construction Inspector $75
Senior Construction Inspector $135
Construction Manager I $140
Construction Manager II $145
Construction Director $185
GIS Analyst
Analyst $50
Analyst II $60
GIS Manager $160
Interns
Engineering Intern $45
Technicians
Technician I $40
Technician II $60
Technician III $70
Senior Technician $85
Lead Techician $115
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
--~.,'_._..~,.~.. ~._~~._._-,.,."-,.- _._._---~-------,--
10 E
SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
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10 E
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
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10 E i
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
-
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
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10 E
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
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10 E
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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10 E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes - No
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10 E
(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
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x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8
-. ._,," , - ..,-_.---,~. ,~"...". ~"-'--~--'
to E
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
._-_._-_.".,---------_..~_. " --- - "'"---"'-"-""""'-"""~'"' ___.__. ~._~ _'m'_ '-'-'--"'---'-'~._-'---
10 E
(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.
C-10
.._._-,,_.._,-_.._--._--, ~... ""'. ....-'.-, -",,"~'-, ~...._,,--- .-,.--..-..'--------
10 E
-----... I DATE(MMfDDNYYY)
ACCJRc><Jr> CERTIFICATE OF LIABILITY INSURANCE
............ 10/19/2010
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). E
CONTACT ~
PRODUCER NAME: :E
Aon Risk Insurance services West, Inc. I ;AHONE (866) 253-7122 I r~.No.): (847) 953-5390 ~
Los An1eles CA Office (Alc. No. Ext): ..,
707 wi shire Boulevard I ~n~AJ~s<:: "0
Suite 2600 ~~~fg~~~ 10.: 5700000:16654 J:
Los Angeles CA 90017-0460 USA
INSURER(S) AFFORDING COVERAGE NAIC#
INSURED INSURER A National Union Fire Ins Co of pittsburgh 19445
Tetra Tech, Inc. INSURER B' Insurance Company of the State of PA 19429
201 East pine Street chartis Specialty Insurance Company 26883
orlando FL 32801 USA INSURERC:
INSURER D: Lexington Insurance Company 19437
INSURERE:
INSURERF'
COVERAGES CERTIFICATE NUMBER: 570040532129 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED 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 COND!TIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS Limits shown are as requested
~ TYPE OF INSURANCE iN'SR I~o POLICY NUMBER MMIDD/YYYY MMib'6iy~'l): LIMITS
A ~NERAl LIABILITY GL4.,tH)bJ. EACH OCCURRENCE $1,000,000
SIR applies per policy ter s & cond-i ions $1,000,000
X COMMERCIAL GENERAL LIABILITY PREMISES (Eaoccurrence\
- CLAIMS-MADE [2] OCCUR
I-- MEDEXP (Anyone person} $10,000
PERSONAL & ADV INJURY $1,000,000 m
X X.C,U Coverage N
GENERAL AGGREGATE $2,000,000 N
M
$2,000,000 ~
r~r~ AGGRE~E! LkMI~ AP~ PER PRODUCTS - COMPIOP AGG 0
v
POLICY X I ~~;9T X LOC 0
0
~
A AUTOMOBILE LIABILITY CA ,,6 ,6 72 10/01/20] 10101/,01 CE~~~~~d~~t~INGLE LIMIT ~
.$2,000,000
f- ..
f-"- ANY AUTO BODILY INJURY (Per person) 0
ALL OWNED AUTOS Z
. f- BODILY INJURY (Peracc'dent) l!l
SCHEDULED AUTOS PROPERTY DAMAGE m
~ (Peraccidenl) U
HIRED AUTOS '"
t:
f-"- NON OWNED AUTOS ~
(J
D X UMBRELLA LIAB H OCCUR TH10000u lU/oll'ol lU/01;LUll EACH OCCURRENCE .$5,000,000
f- SIR applies per policy ter 5 & condi ions AGGREGATE $5,000,000
EXCESS LIAS CLAIMS-MADE
DEDUCTIBLE
f-x RETENTION $100,000
B INORKERS COMPENSATION AND wC14770806 1U/Oljl010 10;011'011 X I ~RY d~~TTSU- I 12TH-
EMPLOYERS' LIABILITY "N
ANY PROPRIETOR I PARTNER I EXECUTIVE ~ N,^ E_L_ EACH ACCIDENT $1,000,0001==
OFFICERlMEMBEREXCLUOED? $1 ,000, oooiii
(Mandaloryill NH) El. DISEASE.EA EMPLOYEE
~~~'2~~t~r;g~ O~d~PERA TIONS below E_L. DISEASE_POLICY LIMIT $1,000,000 "'"
C Contractor Prof COPS1952583 10/01/201010/01/2011 Each cla-in $5,000,000 ~
Prof/Poll Liah Agggregate .$5,000,000 ~
Deductible $250,000 ;i
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) ij
RE' Foe 'o~ ,od ,11 woek to be ~eefoemed foe colliee Coooty. Colliee Coooty i, deemed " ,dditioo,' io,oeed with ee'pe,t to ~
General Lia ility and Auto liabi ity as required by contract. Stop Gap Coverage for the follow-ing states: OH, WA, WY.
....
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLEO BEFORE THE
EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE
POLICY PROVISIONS.
Co 11 i er County AUTHORIZED REPRESENTATIVE
Attn: Diane Deleon
3301 E. Tamiami Trail .%n 9f1.t'J__ 9"~ ~~
Naples FL 34112 USA
@1988.2009ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD
_._-,-,--~ ._--~-,---, "-_...----. --'- .- --------.---------. ,--....--._~
to E
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Tetra Tech, 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 09-5262-5
"County Wide Engineering Services" are accurate, complete and current as of the
time of contracting.
Tetra Tech, Inc.
/(J/// )
BY' ~t/2~
.}: .
TITL{. \J, L ~ '?Q.<'i.s\ \:::.tt"--"-^
DATE: ~~'2.."L- '-\, Z6ll
,
D-1
.H..._.... __._____"..._.,._.,.__",_"',C" ~._"'~--._'" ......----., ----------
to E
MEMORANDUM
Date: May 3, 2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: Wilson Miller, Inc.
Attached, is an original copy of the contract referenced above (Item #10E),
approved by the Board of County Commissioners on Wednesday, April}3, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
_.__'H'''_''~'__,.""~~,_'._,,'m.'__ _...."--~..-..~'"..."."'-,,_.-,-=_."-,-
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Co~ County Purchasing Department
3327 Tamiami Trail East
~ .- Naples, Florida 34112
Administrative Services DiIIision Telephone: (239) 252-8375
Purtl1asing FAX: (239) 252-6597
Email: dianadeleon@collierqov.net
www.collierqov.neUourchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management ~
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
WilsonMiller, Inc.
. If the insurance is not in order please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
,ofirt By qij
Risk Management Signature Date
(Please route to County Attorney via attached Request for Legal Services)
RECEIVED
APR 1 4 2011 ~~
RISK MANAGEMENt
51,ft!
G/Acquisitions/AgentF onnsandLetters/RiskMgmtReviewoflnsurance4/15/201 0/16/09
.'~_"""""'-~'-'''--- ~.- 0' ~,"",.~~._~_._ m_.____.
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Contract 09-5262-S
"County- Wide Engineering Services" - Modeling and Simulation (SMS);
Permitting (SPE); Surveying and Mapping (SSM)
THIS AGREEMENT is made and entered into this 13f"dayof ,4 fr, ( ,2011, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Wilson Miller, Inc. authorized to po
business in the State of Florida, whose business address is 3200 Bailey Lane, Suite 200, Naples,
Florida 34105 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Modeling and Simulation (SMS)
1
--_...,....~-,..-------~-~ ...."~...,,,._~..,._, ~.,.,._...,_..~..._._.--- .. ._..>0_"_'" --~.~--~ ..--..--------
10 E
2. Permitting (SPE)
3. Surveying and Mapping (SSM),
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
2
~~-,----_.,->--_. ---, _.._~_,____>,"..~.__.M_' .n__.__...,_ -'-~'"-,-,
10 E ,~
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
3
-->-~"-""_._~.~--"._"'_. .-_.,~.._~.,_. '~'-"'~'-'->-- ~--"'-~""'-"" -'--.' ~.-.._..,......_..'--_.'-'"'-----_,-
to E
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 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 hereby designates John C. English, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
4
,--_._^"~-_..._-~ ,,--,.,-',--"- .. .~~_.__._~------_..
10 E ..~I
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
5
- .._..,^_._.,.-.._~--- w........__. ~"._,,- -. ..-.--
10 E .
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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)
6
,'-".,_'"'' ~.__."---~ -----', -- _'.'_~W___'__"'_'_'__"'."'~~___"_'_'__"."'_'~~'H_._",,",
10 E t i~
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 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
7
---,-,-'-- .... '"'-~"-"'-------- -->-~~
10 E
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
8
,-',-~_..."--,._,- .----. -~-~--, __w..._""____"'" -.-.
to E .j
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
9
""--'-'-~."~"--'---'------~ .. ".""..,- --~,","~'_.'~'-"""
iOE , 1''It
,
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
10
-,~... >--,-_._,,- .v,'_',' '".'-" -~"~-~^','-'-"--
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
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10 E
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
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Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
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markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
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Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
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10 E H
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
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10 E
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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10 E t
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
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 16
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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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:
WilsonMiller, Inc.
3200 Bailey Lane, Suite 200
Naples, FL 34105
Phone: (239) 649-4040; Fax: (239) 643-5716
John C. English, PE, LEED AP
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
26
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I
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
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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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
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ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seQ. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
.."......_._."'~.___~__O__" - __L~'.~_'_,..__,..._~.' ___,,~. d_ -u____'.,_,~...,..__.____.__.,_,,_~_.~.,__~__,.______.._,.
10 E
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
, COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By: Qt..- By: ~W. ~
' -',
Date:, ,,}2b II
Atte$t, ~':~I.~. , Fred W. Coyle, Chairman
:ittHwe ...,.
~#~2?~
Assistant County Attorney -------
.~ ::"O~'~$F/.
~~2rI~
Mary Zeedyk, Financial Manager Fermin A. Diaz, PE, Vice President
Typed Name and Title Typed Name and Title
~-1JC!#1
Karla Scott, Administrative Manager
Typed Name and Title
Ilem# J!L
Agenda ~ \
Dale
Date ~
Rec'd
30 ~
_"'_""'_~~_~_~'''C_'___ . -_.~~..- ._,.,,~..__._,.._-- =._-_._-~..,._-_._,--~---
10 E
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Modeling and Simulation;
Permitting; Surveying and Mapping)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
..-----~-_._-_._~-_..- . --_.,-,._~~--- .- - --_._-~.
10 E
SCHEDULE B
WILSONMILLER, INC. SCHEDULE OF FEES
Effective January 1, 2011
Staff Level Rate
Level 1 $ 49.00
Level 2 $ 56.00
Level~ $ 62.00
Level 4 $ 69.00
LevelS $ 76.00
Level 6 $ 83.00
Level 7 $ 91.00
Level 8 $ 100.00
Level 9 $ 108.00
Level 10 $118.00
Level 11 $ 143.00
Level 12 $ 157.00
Level 13 $ 172.00
Level 14 $ 187.00
Level 15 $ 202.00
Level 16 $ 215.00
Level 17 $ 231.00
Level 18 $ 273.00
Level 19 $ 354.00
1 Person Field Crew $ 85.00
2 Person Field Crew $ 125.00
3 Person Field Crew $ 155.00
4 Person Field Crew $ 175.00
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
2/712011 - JVEGA
2156\resource\proposal forms\\tbL wm-schedule-of-feesjan-2011
,,-_._.~ .. ,--,,~_.~ -_.._-"- ._,----~_."- -."..
10 E
SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
-~~-_.~~~----_. ._-~._._--~.,
10 E
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
.'".~~---~..,----------- ---",--~.....-._-,,,,,,";------.,~,~~--~--,,,,---"--_.,-
10 E
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
-
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
-~-'"-'~------'---'-'-'~ - ......'" ....-""~----~,-^..._..~.._.~.------'_._'--
iOE .
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
_._----~. --"""""~-~"-- ,_--'-"~-'._-----~----._._-----
10E I
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
'~'~"-'----"~"~- ...-...---,"", ""-------~,,' -~~- ___._n___
10E ,
,
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
-
C-6
,~.."_.,,.L.~._._______"'" ~-",..-.._._--- - -
10E I
(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
C-7
~<_,~_,._H~_____."_""_ .- ,,_.m. "'__,~_,"__'~".__,..__..___ -_.__.,--,~--~-~.._.
10 E
x $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8
.._~<."...._-"~.'-'--~'._"'..".,-"",-",--,~".-,,--.=-----..-.- -.--.----- ----~-_._'_.~---_.,,----------,._~.
10E
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
,_~,_~'M ",._._*.__.".....~._.m.....__.'____._,~_.___ ---"'-----.-....,.,, --"~'-'"'-"""',"~,,,,--,--,-~."'-"-
iOE
(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.
C-10
,.-------. ".._-_.,,-~,' . ____'....",.n~'_>_.~_____.._...".~~'_._.__~.__.~_~.._______'.'_,,__,
.,.
ACORD" CERTIFICATE OF LIABILITY INSURANCE DATE (MMlODlYY)
04/11/2011
PRODUCER Serial # 772 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
AON REED STENHOUSE, INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
AON RISK SERVICES CENTRAL, INC. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
900 - 10025 - 1 02A AVENUE, EDMONTON. AB T5J OY2 INSURERS AFFORDING COVERAGE
TEL: (780) 423-9801 FAX: (780) 423-9876
INSURED WILSONMILLER, INC.; INSURER A ZURICH AMERICAN INSURANCE COMPANY
STANTEC CONSULTING SERVICES INC. INSURER B ZURICH AMERICAN INSURANCE COMPANY
CENTER 3200, BAILEY LANE, SUITE 200 INSURER C ZURICH INSURANCE COMPANY
NAPLES, FL 34105-8507 INSURER D ZURICH AMERICAN INSURANCE COMPANY
INSURER E LLOYD'S OF LONDON
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
I~~~ TYPE OF INSURANCE POLICY NUMBER P~R~-EFFECTlVE POUCY EXPIRAOON-- LIMITS
GENERAL LIABILITY EACH OCCURRENCE i' 1.000,000
A X COMMERCIAL GENERAL LIABILITY GL06556026 05/01/10 05/01/11 FIRE DAMAGE (Any me fire) , 300,000
I CLAIMS MADE - X OCCUR MED EXP (Anyone person) , 10,000
. ...1
X CONTRACTUAUCROSS LIABILITY XCU COVER INCLUDED PERSONAL & ADV INJURY , 1,000,000
I X i ClVvNERS 8. CONTRACTORS GENERAL AGGREGATE , 2,000,000
I Rn 1\1
GEN'LAGGREGATE LIMIT APPLIES PER PRODUCTS COMP/OP AGG , 1,000,000
I 'PRO- I I,
' POLICY X ' JECT X LOC I
AllTOMOBIL.E L.IABllITY BAP5940882 11/01/10 11/01/11 COMBINED SINGLE LIMIT 1,000,000
B X I ANY AUTO (Eaaccident) $
ALL OVVNED AUTOS BODILY INJURY
(Per person) $
SCHEDULED AUTOS
HIRED AUTOS BODILY INJURY
(Per accident) ,
NON-OWNED AUTOS
. PROPERTY DAMAGE ,
(Peraccidarrt)
GARAGE UABILlTY AUTO ONLY - EA ACCIDENT , NOT
ANY AUTO OTHER THAN EAACC $ APPLICABLE
. AUTO ONLY: AGG ,
EXCESS LIABILITY EACH OCCURRENCE , 5,000,000
C X OCCUR ! CLAIMS MADE 8831307 05/01/10 05/01/11 AGGREGATE , 5,000,000
EXCESS GENERAL, AUTO AND ,
DEDUCTIBLE EMPLOYERS LIABILITY ,
X RETENTION ,10,000 (FOLLOW FORM) : ,
WORKERS COMPENSATION AND WC5940881 11/01110 11/01/11 X I T~{LrJI~S IU~~-
D EMPL.OYERS' LIABILITY 1,000,000
I E L EACH ACCIDENT ,
, E.L DISEASE - EA EMPLOYEE $ 1,000,000
, i E.L. DISEASE - POLICY LIMIT $ 1,000.000
E OTHER QK1002009 08/01/10 08/01/11 i CLAIM & AGGREGATE LIMIT $2,000,000
PROFESSIONAL LIABILITY I INCLUSIVE OF COSTS
I INCLUDING ENVIRONMENTAL NO RETROACTIVE DATE , CLAIMS MADE BASIS
I
DESCRIPTION OF OPERATIONs/L.OCATlONS/VEHICL.ES/EXCL.USlONS ADDED BY ENOORSEMENTISPEOAL. PROVISIONS
NAPLES, FL STANTEC PROJECT #2156, CLIENT PROJECT #CONTRACT #09-5262-S, PROJECT NAME: COUNTY WIDE ENGINEERING
SERVICES. COLLIER COUNTY IS INCLUDED AS AN ADDITIONAL INSURED BUT ONLY ARISING OUT OF THE OPERATIONS OF THE
NAMED INSURED.
CERTIFICATE HOLDER : X I ADDITIONAL INSURED; INSURER LETTER: A CANCELLA liON
SHOUL.D ANY OF THE ABOVE DESCRiBeD POL.ICIES BE CANCEL.L.ED BEFORE THE EXPIRATION
COLLIER COUNTY BOARD OF COUNTY DATE THEREOF, THE ISSUING lNSURER WILL. ENDEAVOR TO MAIL ~ DAYS WRiTTEN
COMMISSIONERS NonCE TO THE CERTIFICATE HOL.DER NAMED TO THE LEFT, BUT FAILURE TO DO so SHALL
3327 T AMIAMI TRAI LEAST IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
NAPLES, FL 34112 REPRESENTATIVES.
~RIZED REPR~VE
~~~.~
ACORD 25-5 (7/97) @ACORDCORPORATION1988
ST ANTEC2010-11-FLQRIOA.FP5
--_.- - ~-_.... ~-_....--- -...-------..
iOE ,
,
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Wilson Miller, 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 09-5262-5
"County Wide Engineering Services" are accurate, complete and current as of the
time of contracting.
WilsonMiller, Inc.
BY: Fermin A. Diaz, PE, Vice President
TITLE: '?!i5;1f4,#' PI'
DATE:
D-1
_.___.wm_"__"_._'__~_"'_",~<~,,_~,_~__.,,_, - ..___._c,~,~",___,v_"",~,""",,""_.'""_"""_'__' - .._..__ _..., ..u...._____.__m.__
10 E
MEMORANDUM
Date: May 3, 2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: McKim & Creed, P A
Attached, is an original copy of the contract referenced above (Item #10E),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
^ - ".~,_._,--~".. ".._"._-
10 E
Colt,. County Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
Adminisllative Services Division Telephone: (239) 252-8375
Purd1asing FAX: (239) 252-6597
Email: dianadeleon(a)collieraov.net
www.collieraov.neVpurchasina
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Depl.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
McKim & Creed, PA
. If the insurance is not in order please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
"jij'!iBY IJ
Risk Management Signature ate
(Please route to County Attorney via attached Request for Legal Services)
\k~ RECEIVED
APR ~ 4 2011
S\ ~ \ \ \ RISK MANAGEMENT
G/Acquisitions/AgentFonnsandLetters/RiskMgmtReviewoflnsurance4/15/201 0/16/09
,.---..- - ,_.,-- _......,~,.~,."--_.......~-~,~.,.._" . .-,."'.-----.--
10 E
Contract 09-5262-5
"County- Wide Engineering Services" - Instrumentation and Controls
(Including SCADA and Low Voltage) (SIN)
THIS AGREEMENT is made and entered into this ~ay of 4-~,.:. I ,2011, by and
between the Board of County Commissioners for Collier County, Flori a, a political subdivIsion of the
State of Florida (hereinafter referred to as the "OWNER") and McKim & Creed, PA authorized to do
business in the State of Florida, whose business address is 1365 Hamlet Avenue, Clearwater, Florida
33756 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Instrumentation and Controls (including SCADA and Low Voltage (SIN),
1
_. --~'-"..'-""'---' - ,....,-,...._~--- ~,--,._.,~".__.._.._---_.
10 E \
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
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Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
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10 E 1'4
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 hereby designates A Street Lee, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
4
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10 E
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
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and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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 (OX F) 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.
6
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
8
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10 E ~
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
10
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10 E
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
57 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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10 E .
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
16
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10 E .~
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
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10 E t ^'i
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
18
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10 E
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-in-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
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 16
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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,
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:
McKim & Creed, PA
1365 Hamlet Avenue
Clearwater, FL 33756
Phone: (727) 442-7196; Fax: (727) 461-3827
Attn: A. Street Lee, PE
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
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by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
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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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
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ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seQ. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock,'Clerk
By ~oc.
Datem.~:"."..'. .>(J By: ~W.
,.~. 11" Fre<J W CoyO, C""i~,"~
AtteSt. a,. to! . .' .0
.~.""~".:
Ap~ed as to form and
l~al1>1JffiCPi
~I! ~l
,6ssistam tounty Attorney ~
~ ) 7 MC~~~C~.~~/ /
:l(('lcJ,--:Jft'-4-~ By / ~4-/.:.-: '
Witness ~ j --
Michael Tweedel, A. Street Lee, P.E'., Senior vice President
Typed Narne and Title
Mitch Chiavaroli, P.E., Dir. of Engineering
Typed Name and Title
Ilem# 1of.
Agenda u....lI'l ....fill
Date ...J.:1.tl
S--Bil
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Instrumentation and
Controls (including SCADA & Low Voltage))
This Work Order is for professional describe services for work known as:
Project Name: Project No
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
. Task I -
. Task II -
. Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _ Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
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SCHEDULE B 10 E
.
~MCKIM&CREED I
2011 SCHEDULE OF HOURLY RATES
Per Diem Rates
Employee Classification (Fee/Hour)
En&ineerin&
Principal .......................................... ................... ............................................................................. $300.00
Sr. Project Manager .......................................... ............................................................................. $180.00
Engineering Group Manager ...... .................... ............................................................................. $185.00
Sr. Technical Specialist ..................................... ............................................................................. $185.00
Sr. Project Engineer ........................................... .................................................................. ........... $160.00
Project Engineer ................................................ ............................................................................. $130.00
Engineer Intern.................................................. ............................................................................. $110.00
Senior Designer .................................................. ............................................................................. $135.00
Designer II .................................................................................................... .................................. $100.00
Designer I ....................................... .................... ............................................................................... $78.00
Project Administrator ....................................... ............................................................................... $74.00
Construction
Sr. Construction Administrator ...................... ............................................................................. $120.00
Construction Administrator ............................ ............................................................................. $1 00 .00
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
Rates are valid through December 31, 2011
-- - - ---..--.. . ---.--"' _.._~.._...... ',..,---,.-,---,,---- ~,._...-._... -------- ---- - - - -~ --~- --- --
10 E
SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes - No
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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10E
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
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(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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10 E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes - No
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(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
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x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
$5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
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VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
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10E !It1
(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.
C-10
"-"-- - ..
10 E
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, McKim & Creed, PA 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
09-5262-5 "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
McKim & Creed, PA
- . /
/ I / /
/ / . .--7
BY: (~ ,.:4 -,
TITLE: A. Street Lee I P. E., Senior vice President
DATE: 7;'/7,/0 I
/ I
D-1
.-."..~~- - ----~--_.
Client#: 216019 20MCKIMCRE 10 E
ACORDru CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIODfYYYV)
4/01/2011
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 ~t~~~Cl Chip Carter ,._.__ __
BB& T Insurance-Asura iil1g~~o. Ext): 919 2~.~~~~~_~__~_ m~, No): 8887468761
Post Office Box 13941 i ~~l~~ss: chcarter@bbandt.com
Research Triangle Park ~~~~~~~: I!H.:_~20MCKIMCRE -.
Durham, NC 27709 ~-----
_ " INSURER(S) AFFORDING COVERAGE ~------
-. -- - ---.------.. -------..-- ---- ______________ - - - ___n___ n___________________
INSURED INSURER A Hartford Underwriters Insurance 30104
McKim & Creed PA I~~~~;E;B' Ha,rtf('..'cJ..Casualty Insurance Com 29424
1730 Varsity Dr Ste 500 INSURER c; Hartford Ins Co of the Midwest 37478
Raleigh, NC 27606 . -- ------ -------
IINSURE.'!.'?_:. _..---,.
i INSURER E : I
i INSURER F : - --
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POUCIES 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
~~~R TYPE OF INSURANCE i.J~~L ~~R POLICY NUMBER Pr.?,M861~~Y Ir3~861~~~1 LIMITS
A I GENERAL LIABILITY Y 22UUNNN0633 9/05/2010! 09/05/2011 EACH OCCURRENCE .1 ,000,000
----xl COMMERCIAL GENERAL LIABILITY --
, _~~~j~~~9E~~~~~?encel .300,000
i CLAIMS-MADE ~ OCCUR L!"IEDEXP{Anyonepersonj , .10,000
-1----- - ------------------ ! ~~!3S0NA~ & ADV INJURY ; $1,000,000
" --.----,.--------- -
I .-------- .. ! GENERAL AGGREGATE i $2,000,000 -
----- ,.. __n_____~n-----
~'L AGG~EnE liMn AT~S PER PRODUCTS - COM PlOP AGG _~2,000,000
: POLICY ~r-9,: LOC . .
C AUTOMOBILE LIABILITY Y, 22UUNNN0633 9/05/2010 09/05/2011~ COMBINED SINGLE LIMn $
f-- _(~':.aC[;idenl) Ul.O_O~Q!'-O___
X ANY AUTO I
I BODILY INJURY (Per person) ,
f-----: ALL OWNED AUTOS - ----- - --------------
BODILY INJURY (Per accident) S
f-----I SCHEDULED AUTOS ----.
PROPERTY DAMAGE ,
f--~I HIRED AUTOS (Per accident)
-------- ----
i--~ NON-OWNED AUTOS -.-------------- . .
, "
Bf--- UMBRELLA LIAS _:1~CCUR 22XHUNN5410 9/05/20101 09/05/2011 EACH OCCURRENCE ! .10,000,000
,- EXCESS L1AB _.___ _ CLAIMS-MADE I AGGREGATE _____,_.1!l..Q..00 000
,---
X DEDUCTiBLE !$ _._-
RETENTION S 0 i 1$
B WORKERS COMPENSATION Y 22WBLG0473 09/05/2010!09/05/2011 XIi"'C~TATU. I ~~H
AND EMPLOYERS' LIABILITY YIN _ __ JOR LIMITS R__ -----
I ANY PROPR1ETORJPARTNER/EXECUTIVE~ ! E.L. EACH ACCIDENT ,1,000,000
! OFFICER/MEMBER EXCLUDED? N/A I :~~~~~~~;;~ EA EMPlOYEE
i (Mandatory In NH) ,1,000,000
!Ifyes,descnbeunder ,1,000,000
DESCRIPTION OF OPERATIONS below i EL DISEASE POLICY LIMIT
I I !
!
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
Client #02793 Collier County. Certificate Holder included as Additional Insured.
CERTIFICATE HOLDER CANCELLATION
Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Admin Svcs Div Purchasing THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
3327 Tamiami Trail East
Naples, FL 34112 AUTHORIZED REPRESENTATiVE
@1988.2009AtORDCORPORATION.Allrightsreserved.
ACORD 25 (2009109) 1 of1 The ACORD name and logo are registered marks of ACORD
#S6608403/M5563360 JAW
~,------,~--,--- -~.._--- ,..-...,-,---. -- -~, ,-~, ,_~_.._.,~_.~..<_._..._~m..___
10 E
Client#: 292011 80MCKIMCRE
ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDOIYYYY)
3/31/2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER NAME: Cyndy Cagle
. ---
BB& T Insurance Services, Inc. r;1-&.~12' EXIl:"j36 547 -2137 _._._.._ 1 r'o~, No\ 8888318409
3318 West Friendly Ave., ~DD~~SS: ccagle@bbandt.com
Ste. 400 i_~~~~~~~~~~~~ 80MCKIMCRE ____ _._.__._n._ _ __uu_~~_
Greensboro, NC 27410 _ ___ i _ INSURER(S) AFFORDING COVERAGE I NAIC#
---- ---------------- -...------ ---- ------ 1- -..-... u._.____._._._.______._____.__n___._ ...._ ..- u..__.__ - -
INSURED ~NSlJ~~13__~_:__~~_.~I:?!~_~~ltylnsurance comJ.l~~x._________p~-8-~- ___
McKim & Creed, PA INSURER B :
243 North Front Street -.---,.---..- __u.__~_._.____
INSURER C :
Wilmington, NC 28401 ____.___m___ ~_.- . ,.---
INSURER D : ---,.....--.-..-..- ---,._-
INSURER E :
~-,._,-- _n
INSURER F :
COVERAGES CERTIFICATE NUMBER: 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 TYPE OF INSURANCE N~~L ~~,~R r~~6/~~Yl P3~Jg6~Yl
LTR POLICY NUMBER LIMITS
! GENERAL LIABILITY i EACH OCCURRENCE $
dCOMMERCIAL GENERAL LIABILITY , DAMAGE !U_RENTED-~- -. .,-
PREMISES lEa occurrence) :$ .~----
~ _J CLAIMS-MADE [J OCCUR ~~D EXP (Any OI1e perSOrl) $
L____ _____.___._____ ___ ___________.____._ PERSONAL & ADV INJURY $ ----.--
1 I GENERAL AGGREGATE $
I. , -- ----------.- !-~~-~~~~~:~~-~;;-~~;;~~~-~- .....--
~'L AGG~EnE !L1MIT Ai~S PER i s
: POLICY I ~fR-i- I LOC I S
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
h ANY AUTO (Eaaccident)
---------- ------- . ~-
1---.-.1 BODILY INJURY (Per person) : $
ALL OWNED AUTOS --.-- ----.-------
I-- BODILY INJURY (Per accident) $
SCHEDULED AUTOS PROPERTY DAMAGE
$
HIRED AUTOS (Per accident) ---- -- -----.----.-
NON.OWNED AUTOS 1 1 $
, ----- ----
i ,
I : $
I UMBRELLA LIAS H ~CCUR I i ! EACH OCCURRENCE
$
,--- __ 'CLAIMS-MADE i -~.-
EXCESS LIAS :.~_~~GREGATE S
~ DEDUCTIBLE I ---~-~_.--~ S
RETENTION $ S
WORKERS COMPENSATION i Ji'C STATU ! jfTH-:
AND EMPLOYERS' L1A.BILlTY YIN I __IQRYUMITS 1.ER__~____
: ANY PROPRIETOR/PARTNERlEXECUTIVED NIA _~'~:E.:'CH ACCIDENT $
OFFICER/MEMBER EXCLUDED? ,
I (Mandatory In NH) _ ~:!-:.;._Q.~I0_SE - EA EMPLOYEE $
I ~~S(;~f~fr8~ ~1~PERA TIONS below 1 , EL DISEASE - POLICY LIMIT i $
A I Professional DPR9690241 ~9/05/201 0 I 09/05/20111 $5,000,000 Per Claim
1 Liability ; I $7,000,000 AQQreQate
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
Client #02793 (Collier County)
CERTIFICATE HOLDER CANCELLATION
Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Administrative Services Division/Purchasing ACCORDANCE WITH THE POLlCY PROVISIONS.
3327 Tamiami Trail East
Naples, FL 34112 AUTHORIZED REPRESENTATIVE
I S~C..:::Y~
@1988-2009ACORDCORPORATION.Allrightsreserved.
ACORD 25 (2009/09) 1 of1 The ACORD name and logo are registered marks of ACORD
#S6607344/M5876173 CC1
._~,_,,--,-<-----"._"'-'--- .._---~ '-.".. ._-,- ,,----.,,~_._,~._-'-'------'-_.,._----_..- ,......---.-.-,..
10 E
MEMORANDUM
Date: May 3, 20]]
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: RW A, Inc.
Attached, is an original copy of the contract referenced above (Item #lOE),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
.w.
10E f"i
Co~ County Purchasing Department
3327 Tamiami Trail Easl
~ - Naples, Florida 34112
Admnisllative SeM:es Division Telephone: (239) 252.8375
Purcl1asing FAX: (239) 252.6597
Email: dianadeleon@collierqov.net
www.collierqov.neVourchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
RWA, Inc.
. If the insurance is not in order. please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order. please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
IO,"'@;'" rfr
.~
Risk Management Signature Date
(Please route to County Attorney via attached Request for Legal Services)
RECEIVED ~~
APR I 4 20" .
. 5/~fl(
R I S K MAN AGE MEN r G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewofl nsurance4/15/201 0/16/09
- --^-.- _.. -_._'~'"-^.~."- -_.~_. .-- - -,'-_......_- . ,-.---. -_._.'._------_....~-_.--
10 E ,
Contract 09-5262-5
"County- Wide Engineering Services" - Permitting (SPE); Surveying and Mapping (SSM)
THIS AGREEMENT is made and entered into this i 31~"day of A~ ,2011, by and
between the Board of County Commissioners for Collier County, Flo ida, a political subdivIsion of the
State of Florida (hereinafter referred to as the "OWNER") and RWA, Inc. authorized to do business in
the State of Florida, whose business address is 6610 Willow Park Drive, Suite 200, Naples, Florida
34109 (hereinafter referred to as the "CONSULTANT").
WITNESSETH
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE)
2. Surveying and Mapping (SSM),
1
"..~- .~---^'~--~'. ~--_.._-
10 E t ~
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
--~,--- - ._-,-_._~--~-~---------
10 E
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
~ H ~_._~ - - --~- ~,__~_~_"_'m.
10 E I ~
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 hereby designates Christopher Wright as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
4
M"'_'~~<_~'~__'~_ --",-~.,,-->"~...,..,- --....-
10 E
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
-"-",.---..--.. _..._--,~..- -- .~~_.__.-
iDE ~ I
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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.
6
,-~-~","---, ----..
10 E ,
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
7
-"'~"~."--'--'-"-----' '- - ___~_M__
10 E ,
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
8
-------~ - _....-._-,~
10 E
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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,
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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, '.
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODI FICA TION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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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:
RWA, Inc.
6610 Willow Park Drive, Suite 200
Naples, FL 34109
Phone: (239) 597-0575; Fax: (239) 597-0578
Attn: Christopher Wright
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
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by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
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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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
28
..~._-- .
10 E
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
_"0,_.'._'_._- - - " - --- -.--.-,,-.
10 E j
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By: Clu.M. ... 0( .
", '-1 II W ~
Date: .' ._' .~ By: ~:
. ., .,'':;:,':. I Fred W. Coyle, Chairman
Attest, I' ' tAt' __:-+
'l9ftlt... .,..,<,,:- '.:
Approved as tofqrm and
Ij:icienp)
C41J ~l
~OLjnty Attorney '-----
RWAZln
v . / - .
~A. ~A^ By: ~ ~/I~ J. ~ 'T
Witne~s
K.~I<'- LooK-Eil. I"IA:R.":'(;TtN(" Cf-lRo71>P"'~f? D. W(.I./"'I-<r. LC D
Typed Name and Title' f'(\A.NN,Ef/.. Typed Name and Title
\
LtC()it'<..
Witne~ . ,'J i)i
VI f1i\Ol kU:J1 . f ,{lilnill(, "
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Typed Name and Title I (1_",,1 . U
Item# ~
Agenda 412.1l
Date
Date <: /.2A I
c'd J..JLlL
30
_""~__,_"'~"'._.____.,_,."__~_..,m __
tOE ,.;A
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Permitting;
Surveying and Mapping)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II -
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s) _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approvai will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
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10 E i
SCHEDULE B
DlXTA"
. j j'
.... '- , '.L ....
Contract No: 09-5262-5 "County Wide Engineering Services - Supplemental"
2011 Standard Hourly Rate Schedule for all disciplines.
Personnel Catel!orv Standard Hourlv Rate
Principal $180
Senior Project Manager $165
Project Manager $150
Senior Engineer $150
Engineer $120
Senior Inspector $85
Inspector $65
Senior Planner $140
Planner $110
Senior Designer $100
Designer $80
Environmental Specialist $115
Senior GIS Specialist $120
GIS Specialist $80
Clerical $60
Surveyor and Mapper $125
CADD Technician $80
Survey Crew - 2 man $110
Survey Crew - 3 man $135
Survey Crew - 4 man $160
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
-..-....-,..-,-.- __."_..__.__n'_ ____~__~_~~~~~__
-'--'-'~ --- "--"....- .... ---
10 E
SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
- ~--_._~.,---_.._~-~_._,---~~~~,-~~- -
10 E
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
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10 E
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes - No
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
__~,_____.O~__,_ - .
10 E
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
,..._,._...,~--_.".- ".~ " --
10 E ,
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
- -_.__.__._-_.._.__.~_.__.-------- - --,- -,..,._..._,,_._.~.,_._._.~~'-_.
10 E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL T ANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
-
C-6
._.mo."_ .
10E .
(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
C-7
----^~-"
10 E
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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
C-8
,.. ,,--
10 E i
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
, _.._,..._.._-_._,_._".'.,,~-,,-'-~' -"'-'---'"-"'"._~ -- - . " -,--'._---~_..~..,._._,._-~_._.,^'~-_."..,". -,,_._,~-~
10 E I
(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.
C-10
---------~.._.- _. --,.-
10 E
~ OPID:MY
ACORD CERTIFICATE OF LIABILITY INSURANCE DArE (MM/DDIYYYYI
~ 04/06/11
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 PROOUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder 15 an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATlON 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 5 .
PRODUCER 239-261-6116 ~2~~~CT
Dawson of Florida; Naples 2 261 2 3 PHONE FAX
6609 Willow Park Drive 39- - 80 A1~J~(lLE)!tl~__ __ _____ ~c, Nol:
Naples, FL 34109 ~o~AJ~SS'
Stephen R. Kirby PROOUCER-------------- ---
cll$I~!;flID#:R~~~Q:!_____ ______ _ __ ---
___ ______ __ _ ___INSU~!!Y.~lAFFORDING _CQy'~RAGE --1- NAIC II
INSURED RWA, Inc. INSURER A: National Fire Insur.~Hartford ~0478
6610 Willow Park Drive #200 lNS~R~B ,Contine_njal i:~~~alty_ Co.-(c:..NA) ___ 20443
Naples, FL 34109 !N~y~~~c_:Tran~~~!i~~!!~_~~n~_~~~ - _ 20494
I_N~URER I?: _ _ _ __ _____n _ -------r--
IN_~B-ER~.:_ _______ ____ _____..
INSURER F :
COVERAGES CERTIFICATE NUMBER: 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.
1~~~; '.-'--:;:;;~-OF INSUR~NCE A DL U ---;;'ICY N;M-;~R ~~~5iri~-'---~g-g~~ 1---- UMIT~----
GENERAL LIABILITY I EACH OCCURRENCE $ 1,000,00
--- A AGE TO RENH:LJ
A . XkMMERCIAL GENE~_L,'ABILlTY 4020879541 03/31/12 PREMIS_ES (E'..occurre~ $ 1,000,00
__ -I-J CLAIMS-MADE L~~ OCCUR ~_ME~ EX~IAny~ne person) ; $ 10,00..
A ~C~ntractua~~i~~_ '4020879541 03131/11 03/31/12 1~~B_SONAl&ADV~.~JURY $ ~,OOO,OO
GENERAL AGGREGATE $ 2,000,00
----- ~--~~.~~-~CTS _ COM PI?!" ~~~ ;-==-~:OOO,OO
POLICY ,Emp Ben. ' $ 1,000,00
~.. AU.....T OMOBILE LIABILITY I I. COMBINED SINGLE LIMIT. ... $ 1 000 00
(Eaaccldent) , ,
A X ANY AUTO 4018102579 03/31/12 f.- ..
I BODILY INJURY (Per person) ,$
: ALL OWNED AUTOS---'--~---~--
BODILY INJURY (Per aCCident) $
: SCHEDULED AUTOS ' i PROPERTYDAMAGE------ ---
A IXj HIRED AUTOS 14018102579 03/31111 03/31/12 l_f~_~raccident)______ _:$_______
A ~I NON.OWNEDAUTOS 4018102579 03/31/11 03/31/12' , : ---
'to UMBRELLA UAB X OCCUR, I ~__EO~~Hq~CURRENCE _.I ,$----~~-~~~
B ';r-' EXCESS UAB _ _ CLA'MS,MADE 1 ,4020879555 03/31/11 ~AGGREGAT"----' S 5,000!00
DEDUCTIBLE $
.--
X RETENTION $ Nil $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y I N 1
C ,ANYPROPRIETORIPARTNER/EXECUTIVE 0 ,4018100668 03/13/11 03/13/12 100000
i OFFICERIMEMBEREXCLUOEO? NIA I ----!-~-,!-
, (Mandatory In NH) 1,000,00
If yes, describe under '
DESCRIPTION OF OPERATIONS below 1,000,00
A IProperty 4020879541 255,7
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
For any and all work performed for Collier County
Collier County Board of County Commissioners is named as Additional Insured
as respects General Liability per G140331B Endorsement.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Collier County Board of County THE EXPIRATION DATE THEREOF, NOTICE Will BE DELIVERED IN
3327 Tamiami Trail East ACCORDANCE WITH THE POLICY PROVISIONS.
Naples, FL 34112
AUTHORIZED REPRESENTATIVE
~~ /j/
@ 1988.2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD
^-,-~_._~,~,--~,,-~---_..'- "."-.".~-~ ..'-,~---_.. -~"--~,_.--,,.-_.
iOE I
..-----, ..
A~D CERTIFICA TE OF LIABILITY INSURANCE I D:7~~~~D~1
PRODUCER (201) 262-1200 FAX: (201) 262-7810 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Fenner & Esler HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
467 Kinderkamack Road f- ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P. O. Box 60
Or"del.l,___ __ NJ ()7~49=006o.___..IN._S.UB..ERSAFF.0. RDItojGCO._\,ERA._.c;E__.__. -..1' _.N.AI.C_#_
INSURED l'.N. ?_U. ~~.~.p:~.~~!:~~_t~_~~l..' o.na._...~ _ Ins~Eance__ . _ ____._ ___._.. _ . .
RWA, Inc. _IN~UR_~~________________ ._______ __ ______
6610 Willow Park Drive _~~U_f3~_Fl:~: ---- _ ---- ---- -- I -- -
Sui te 200 . INSURER 0
f---------_._-_....._- ------ ---- -- -- ----.-~. --------+...-.
Naples FL 34109 i INSURER E I
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED_ NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OFSUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
INSR~ DD'c---- - --- ---r'---- -------;;~I~Y--~~;~-.- - - PO}'CYEFFECTlVE :,POLICYEXPIRATlON LIMITS
I GENERAL LIABILITY i _.EACH OCCURREN'2,~ 'n_ S ----
--- , DAMAGE TO RENTED
__~MMERCIAL GENE~~. _~IABILlTY I l.p.REMISES (Ea O~Ur:rf;l.""L]:;: _om
___----1--_ CLAIMS MADE L_,~ OCCUR; M~9 EXP (Any o~o:..E.erso.nLJ-!..______n_
PERSONAL & ADV INJURY '$
r--- ---- .-- , ...-- --'-'-
I ' GENERAL AGGREGATE f-1-
~L AGG~~GA,E-:'MIT APPL'ES PER , [RODUCTS..cCOM;'~P A~~ I $--===-:~-=-
I POLICY PRO ------L--. __:
I '
'I.~~!OMOBILE LIABILITY COMBINED SINGLE LIMIT S
I' ANY AUTO : (Ea accident) ,
, ALL OVVNED AUTOS r-~OD:~~RY ----~----,.-
__ SCHEDULED AUTOS I (Per p~~~on) __
i___ HIRED AUTOS BODILYINJURY '$
~_ --1 NON-OWNED AUTOS ! (pe~~-==I-~'~~~!--.--'-'--f--'-
_~ ____._ _ _ ~ROPERTY DAMAGE $
I I (Per accident) I
~RAGE LIABILITY _A_l,!,IQ.9i'!~Y -EA.~CCIDENT $
~~ ANY AUTO , OTHER THAN EA ACC ..L_.
. I f-- I AUTO ONLY AGG $
I
~ESSI UMBRELLA LIABILITY E~f!:!_ OCCU~_I3_ENCE ...!..__
~~ OCCUR 0 CLAIMS MADE ' _~Gf~EGATE_===* __ _ _ _
I $
r--- I -- --
DEDUCTIBLE ___ $
RETENTION $ $
WORKERS COMPENSATION OTH-
AND EMPLOYERS' LIABILITY YIN ~---
ANY PROPRIETOR/PARTNER/EXECUTIVE 0 : II_E,LEACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? I ' - - --
(Mandatory In NH) I I_!O-,~-, DISEASE EA EMPLOY~ $
~~Etl~~S~1f6~~~~~s below : E.L, DISEASE - POLICY LIMIT S
A OTHER Professional. '79AE000792-111 3/1/2011 i 3/1/2012 Per Claim Limit $1,000,000
,
Liabil.i ty ! I Aggregate Limit $2,000,000
I I I
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS
RE: For any and all work performed for Collier County
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Colier County Board of County
C . . ne IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
omm~ssJ..o rs
3227 Tamiami Trail East REPRESENTATIVES.
Naples, FL 34112 AUTHORIZED REPRESENTATIVE
Kevin Esl.er/MICHEL ~-~ ~
ACORD 25 (2009/01) @1988'2009ACORDCORPORATlON. All rights reserved.
INS025 (200901).01 The ACORD name and logo are registered marks of ACORD
._-",,-,---~,,-~--'~'-"_..' -.--.'-- "......_~-----~.'.- ~--.'...,._- """-_.~--,.",,,_..__..~
10 E
IMPORTANT
if the certificate holder is an ADDITiONAL INSURED. the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
if SUBROGATiON IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
This Certificate of Insurance does not constjtute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2009/01)
INS025 (200901)01
__,.___",'0"___ ...~ --,-,~"".'-----' -,,-_.._,--~..,- ,_ _.__-.---- 0..'.... ,__..,.... __._""~. .___,,~._
10 E
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, RWA, 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 09-5262-5 "County
Wide Engineering Services" are accurate, complete and current as of the time of
contracting.
RWA, Inc.
BY: ~~~~......?-. ~r
TITLE: ct:.l)
DATE: f / 5" /It
D-1
,-----_...~._--<-_.~~-,--~._,_., -~ --'-"-"_.-'-~. -~-_. - ~~;"~_""_~."~_..,,."-'~~"--"-- -,_.,-,--"--,~,--
10 E
MEMORANDUM
Date: May 3,2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: Q. Grady Minor & Associates, P A
Attached, is an original copy of the contract referenced above (Item #10E),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
[fyou have any questions, please contact me at 252-8406.
Thank you.
Attachment
-.....--,.... -'---'<._,,,"
10 E
eotrer County Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
AdIlinislmtive services [)vision Telephone: (239) 252-8375
Purchasing FAX: (239) 252-6597
Email: dianadeleon@collierqov.net
www.collierqov.neUourchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
Q. Grady Minor & Associates, PA
. If the insurance is not in order please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
Insurft;~y: i/kh
Risk'Management Signature Date
(Please route to County Attorney via attached Request for Legal Services)
RECEIVE;) ~dV
APR 1 ~ 2011
RISK MANAGEMENi )" J "'(l\
G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewoflnsurance4/1 5/2010/16/09
-~-~".- " --'-'-_."~-~-~ -' .,~-_.~. -----,-_.....~ .-..__....__.____._u__
10 E
Contract 09-5262-5
"County- Wide Engineering Services" - Permitting (SPE)
THIS AGREEMENT is made and entered into this l:,tllay of ApI"'; I ,2011, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Q. Grady Minor & Associates, P.A.,
authorized to do business in the State of Florida, whose business address is 3800 Via Del Rey,
Bonita Springs, Florida 34134 (hereinafter referred to as the "CONSULTANT").
WITNESSETH
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE),
1
.._-~~,--,.__..,~ --..-. '._'~-<-~._~'---'" --,--.- "---~------_._---
10 E , I'
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
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10 E
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
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10 E . ,\
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 hereby designates Mark W. Minor, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
4
--,.""._-",--"- ,--,~--_._-' ---~'--
10E
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
-"--",..~-,.- ~.__._...". ._--~_...._..__.., ."----..-----------
10 E ".
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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.
6
.__,_>__._,____~___,_..._..n__.__.___,"k " - ___'w_
10 E l~
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
7
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10 E I. f
,
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
8
,.,_.~-""~ -^_.._-- ~..._- _",~o__.^_,
10 E
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
9
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10 E .
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
10
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10 E
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
11
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10 E , "'4
.
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.32.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
12
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10 E
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
13
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10 E
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
14
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10 E I
,
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
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 16
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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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:
Q. Grady Minor & Associates, P.A.
3800 Via Del Rey
Bonita Springs, FL 34134
Phone: (239) 947-1144; Fax: (239) 947-0375
Attn: Mark W. Minor, PE
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
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by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
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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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
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ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
By ~O(. By: ~W.~
Date: .,.. '~'. ',:' ........ ',.' II
',; >.' - ','", ,,_".l Fred W. Coyle, Chairman
Atttst€t, .. ...Qit~ I~ :j,
'f~4!I(..!.\\\ .'
Ap ed asi$ mana
Ie al ufficienc~. 2~
. ant County Attorney
4=>~ Q. Gra Mi~or & Associates, P.A.
/ .)
f 1/ i j '-,.
\::fc11/tclri rVI ) ~8~L -,
By:
WIt);1ess ,
~; (HIEU1, /JI Ii y y n \f'J'tnL. t^,~ -l.~
.
Typed Name and Title Type Name and Title
W~ 9'~~
(!;4tll A.J J. -pw '/ eI2-
Typed Name and Title
Item# ~
Agenda ~l
Date
Dale 5~l
ec'd
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10 E
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Permitting)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
. Task I -
. Task II
. Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
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Schedule 13
Contract No: O!l-S262S'COl!llty Wide Engineering Services( Q Grady)
Standard Hourly Rate Schedule for all disciplines
Personnei Catel:Jo['l Standard 11ourl'l Rat~
Principal $195
Senior Project Manager $165
Project Manager $148
Senior Engineer $155
Engineer $119
Senior Inspector $85
Inspector $65
Senior Planner $140
Planner $110
Senior Designer $115
Designer $100
Environmental Specialist $;15
Senior GIS Specialist $145
GIS Specialist $100
Clerical $60
Surveyor and Mapper $130
CADD Technician $85
Survey Crew - 2 man $130
Survey Crew - 3 mar; $16C
Survey Crew. 4 mar; 5180
T~;s :ist is rct l!ltended 10 be a;;-inc\.:sive Hcu';y ra~e fees -rOt o~h2rcategcr;es c{ ;:rcre.sslOitli, Sl:ppt:-t
ar.d ctrer services shat; be '11wzt:alli' negotiated by thS SGJnty ar.d .tiff""1 en a prc~e';T oy ~.:;"~:r DESS:aS
reedec.
....,- -~._--_. '. .~_.'.' -
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SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
-
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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10 E
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
- -- ~---'""'-
10 E
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
,_.__._-_._._----_...,-"~~,. . ...-- --
10 E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes - No
C-6
.._~---_.~.._"
lOE
(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
C-7
",~-",_-~--'-_._',.._~.-..._.,._- ,_.._'-'- - _..,
10 E
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
$5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8
^,-_._-_.__._.._---~_._----~~_...,...._-> -
10 E
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-g
"-->".~"-,--~~-_..'_-""" - ~ .-- .--
10 E
(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.
C-10
--,,~_._.,,-,~,-~~-_.~~-,,~ "'_.. ------.-.-
~ 1 0 1= OP 10: MY
ACORD CERTIFICATE OF LIABILITY INSURANCE 1 DAT~~~;~~~YYY)
~
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 239-261-6116 CONTACT
NAME:
Dawson of Florida; Naples 239-261-2803 PHONE ______IJ~~ No):
6609 Willow Park Drive [M;:...l!Q,~~tl: ----------
Naples, FL 34109 E.MAll
ADDRE!?_~ _ __ ______ .I
Steven C. Bueltel PRol:f!JCER Q--- -- - -- I
CUSTOMERJP_~:__~AD-2 ___ ---
-...-. -- ---..-.-- INSURER(S} AFFORDING COVERAGE NAIC#
INSURED Q. Grady Minor & Associates,PA I~~URER_~: FCCI Commerc~~J__~~surance Co. 33472..__
3800 Via Del Rey INSURER B: landmark American Insurance 33138
Bonita Springs, FL 34134 ~~RE~~_____.
.-
INSURER D : - --
INSURER E :
-"_.._--------- ..--
INSURER F ;
COVERAGES CERTIFICATE NUMBER: 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 18 SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
'Ns~T --. ~ r~.~~! ---------- ---I-lOLlCTEF\.~ 1,f,Of.ICY EXP -- --- ----- ---
LTR TYPE OF INSURANCE POLICY NUMBER MMIDDIYYYY MMfDD/YYYY LIMITS
I GENERAL LIABILITY I I EACH OCCURRENCE $ 1,000,000
A f"'~""'~ "..,m GLOO05673 '04/05/11 04/05/12 0 ~~O~
PREMISES 'i'Ea ~~~urrence\ $
_. CLAIMS-MADE [K] OCCUR _~ED EXP (Anyone personl._, $ 5,00
X Contractual Liab. PERSONAL & ADV INJURY $ 1,000,000
- . -_.~------_.- --
GENERAL AGGREGATE . 2,000,000
___ ._".u_ ~~~):OOO,OOO
rl'L AGG~ErT1E LIMIT APr~~~t [PER PRODUCTS - COMP/OP AGG $
POLiCY X ~~PT LOC , , $
AUTOMOBILE LIABILITY , COMBINED SINGLE LIMIT 1.000,000
, $
- , I (Eaaccident)
A ~ ANY AUTO CAOO08906 04/05/11 04/05/12 -- f----~. --
BODILY INJURY (Per person) $
- ALL OWNED AUTOS BODILY INJURY (Per accident) $
'-X SCHEDULED AUTOS PROPERTY DAMAGE
A HIRED AUTOS CAOO08906 04/05/11 I 04/05/12 {per accident} I'
f-C~ -~-_.-
A ~ NON-OWNED AUTOS 'CAOO08906 , 04/05/11 ! 04/05/12 $
, , ___"_m.'_
$
." UMBRELLA LIAS B OCCUR , ~9.CCURRENCE $ 5,000,00< 4'"
--"- _ ___CLAIMS-MADE I
EXCESS LIAS ' AGGREGATE . 5,000,001
A 1-+--- UMBOO05343 04/05/11 04/05/12 ,- .---
i__----' DEDUCTIBLE .
X I RETENTION $ "
WORKERS COMPENSATION I X 1 we 7TtI.~J 10TH-
AND EMPLOYERS' LIABILITY VIN TORY IMT . _. ER 500~000
A ANY PROPRIETOR/PARTNERIEXECUTIVE D I, 57813 04/05/11 04/05/12 E.L. EACH ACCIDENT .
OFFICER/MEMBER EXCLUDED? N I A i --
(Mandatory in NH) ! : ,_~~~~_~~EASE EA EMPLOYEE $ 5l!~
If yes, describe under
DESCRIPTION OF OPERATIONS below EL DISEASE. POLICY LIMIT , 500,00
B Professional Liab LHR726175 06/01/10 06/01111 Aggregate 2,000,00
,Retro 10/14/86 Each Oce 2,000,00
DESCRIPTION OF OPERATIONS I LOCATIONS J VEHICLES (Attach ACORD 101, AddItIonal Remarks Schedule, if more space is required)
Contract 09~5262-S "County Wide Engineering Services (Permitting)"
Collier County Board of County Commissioners is listed as additional insured
with respect to general liability.
*30 days notice of cancellation excent 10 for non na"ment of nremium.
CERTIFICATE HOLDER CANCELLATION
COLLl25
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Collier County Board of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Commissioners ACCORDANCE WITH THE POLICY PROVISIONS.
P.O. Box 413016
Naples, FL 34101-3016 AUTHORIZED REPRESENTATIVE
~1;;~ \..L~
@1988-2009ACORDCORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD
.~~-->-"~,------_..,_.~- .-- ~--- ----
10E
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Q. Grady Minor & Associates, P.A. 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 09-5262-S "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Q. Grady Minor & sociates, P.A.
-
BY:
~ ..... fo4......<
TITLE: "'),~\...
DATE: ~'-""\"l..':>"
D-1
"~--",--'-.'-- .-..-....,.---,----.-,,----.--'" ~ -.. --
10 E r-!I
MEMORANDUM
Date: May 3, 2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: Agnoli, Barber and Brundage, Inc.
Attached, is an original copy of the contract referenced above (Item #10E),
approved by the Board of County Commissioners on Wednesday, April 13, 20ll.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
'"_.'_'__._"~'_~'__M_".._~_~~.~__".-__...
10 E ,
, I
eo1t.,. County Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
AdIlinislmtive Services Division Telephone (239) 252-8375
Purchasing FAX: (239) 252-6597
Email: dianadeleon@collierqov.net
www.collierqov.neUourchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
Agnoli, Barber and Brundage, Inc.
. If the insurance is not in order: please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
, ~
Ins ,t;:y
{ ;;.
Risk Management Signature Date
(Please route to County Attorney via attached Request for Legal Services)
RECEIVED ~djJ
APR 1 ~ 2011
RISK MANAGEMENT Shill
G/Acquisitions/AgentFormsandLettersJRiskMgmtReviewofl nsurance4/15/20 1 0/16/09
-~-._-_..__.~--'.--..-._- ._-~"-~- .. .-----~.,,---,------ -.,-..'-- --~..__._.. -
10 E I
Contract 09-5262-5
"County- Wide Engineering Services" - Permitting (SPE); Surveying and Mapping (SSM)
THIS AGREEMENT is made and entered into this (3tl1day of 4 ~ ,2011, by and
between the Board of County Commissioners for Collier County, Flo ida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Agnoli, Barber & Brundage, Inc.
authorized to do business in the State of Florida, whose business address is 7400 Tamiami Trail
North, Naples, Florida 34108 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE)
2. Surveying and Mapping (SSM),
1
_...... -- m'~ ___~"_"H___~ -.-....,----'._~-~_._-~ H.~"__
10 E t I
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
,----- ----,,-~. _..__._~-- - ---"'"
10 E I
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
_"'~_..-""',--~-~.~_.._._,--,...._,'-~_.-_.--~_."----~-'.' __..__._._.,.___m ",_,"o_<".'_~. ._---,--- .~-,_..-.~.-
10 E r .
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 hereby designates Dominick J. Amico, Jr., PE as its Principal in Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
4
_.."...._....~-_.._---~--_.__. _._~.."u._...~. ".~..*. .-._,,--
10 E I ,.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
--- ,,-,-- ,___"._.,_,.<.~".~~..__"_~_e._.~...._.._..__~._.."._"..____
10 E ~ ~
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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.
6
...... -
10 E
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (Ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy; acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSU L T ANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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,
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully perfonmable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule 0, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
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 16
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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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:
Agnoli, Barber & Brundage, Inc.
7400 Tamiami Trail North
Naples, FL 34108
Phone: (239) 597-3111; (239) 566-2203
Attn: Dominick J. Amico, Jr., PE
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
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10 E
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
27
- -"^".-- ---- _. --- O~_,~_"___
10 E
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
28
--,-"_.,--_..~-_.__._~_._.,_._--,------"---,_._-_._..--,--~-~-~,--,_._._-_._-_. .,- -_..__._._-----,-~._.._-
10E
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seo. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
--'._--- ......--- --" - -~----"---,--~'<, --
10 E I ~
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Date: '1uJ-W. ~
By:_ ... .._
Fred W. Coyle, Chairman
~ County Attorney
~~ Agnoli, Barber & r dage, Inc.
BY:~
.\IW e s ~,,,\Cx.S. v-.\'/'V\\w \),V
. L Z:c~~o
Type Name and Title Typed Name and Title
12- a ~
Witness Andersm
An J.. rto..
Typed Name and Title
Item# ~
Agenda 1::111l
Date
~:d j -'511
30
-~.._,--_._.- _.._-~- -
10E I'~I
' .
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated ,2011 (RFP/Bid 09-5262-S Permitting;
Surveying and Mapping)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _ Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
.~...._, -
10 E
Schedule B
Contract No: 09-52625 County Wide Engineering Services (ABB)
Standard Hourly Rate Schedule for all disciplines
Personnel Cate<lorv Standard Hourlv Rate
Principal $195
Senior Project Manager $165
Project Manager $148
Senior Engineer $155
Engineer $119
Senior Inspector $85
Inspector $65
Senior Planner $140
Planner $110
Senior Designer $115
Designer $100
Environmental Specialist $115
Senior GIS Specialist $145
GIS Specialist $100
Clerical $60
Surveyor and Mapper $130
CADD Technician $85
Survey Crew - 2 man $130
Survey Crew - 3 man $160
Survey Crew - 4 man $180
This wst is nct intended to be aH-inc!usive. Hourly rate fees for other categories of professional, suppcrr
and other services shaU be mutuall:r negotiated by the County and firm on a project by proJect basis as
needed.
^.~-~-- -- -
10 E
SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
"~~--------,-_._~~.' .' --~._--- - _"n
10 E
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
_....~_._-_. .~~.'_.."_,,~^_. "~""""""_'~""'c"_'_ "'.... - - -----....--.-"--
10 E
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
-
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
~""._.,~'.._,-"'-- - - --
10 E
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
^.--. _._----
10 E
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
-- - -- .--_.~_.,-
10 E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes - No
C-6
-~,-~-~ --~ --~--_._~.~,-~--,,~-_.,
10 E
(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
C-7
- -- ------~.._~_.__..__.._-
10 E
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8
~-_.._-~.__..- . --._, -- -----_.~._.._-,.."
10 E
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-g
-. - - .-.--"
10 E
(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.
C-10
__~__,_,____,'____^_____.__"____~'___'_'_____A -.
10 E
Croenll: 1955 AGH08AR3
ACORD", CERTfFfCA TE OF LfABfLfTY fNSURANCE r DAlE: (MM'lDDIY'NY)
05/1412010
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
~'" ISU Suncoast Insurance Assoc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
'~0kc, P.O. Box 22668 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
,,-,ct,,!I,.
. 0. Tampa, FL 33622.2668
813289-5200 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A; Travelers Indemnity Company 25658
Agnoll, Barber and Bru",,-, Inc. INSURER B. Travelers Casualty and Surety C 19038
7400 Tamia'mi Trail North INSURER c: XL Specialty Insurance Company 37885
Suite, 200 INSURER 0:
Naples, FL 34108-2599 INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BElOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE fOR THE POLICY PERIOD INDICATED. NOlWITHSTANDlNG
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTifiCATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
LTR NSR TYPE OF INSURANCE POLICY NUMBER Pr?i-f~~J~8~\E Pg~f:'~~I~&',wN LIMITS
A ~NERAL. L1ABIL.ITY 6800471 R835 05/13/10 05113/11 EACH OCCURRENCE " 000 000
DAMAGE TO RENTED
lL 3MMERCIAL GENERAL LIABILITY P " 000 000
- CLAIMS MADE [K] OCCUR MED EXP (Anyone person) .5000
PERSONAL & ADV INJURY ., 000 000
GENERAL AGGREGATE .2 000 000
~'l AGG:EAEILlMIT APnSIPER PRODUCTS - COMP!OP AGG .2 000 000
POLICY : ~~Rr LOC
A ~TOMOBIL.E LIABILITY BA1378L202 05/13/10 05/13/11 COMBINED SINGLE LIMIT
.!.. ANY AUTO (Eaaccident) ".000,000
- AL.L OWNED AUTOS BODILY INJURY
(Per person) .
- SCHEDULED AUTOS
.!.. HIRED AUTOS BODilY INJURY
$
.!.. NON-OWNED AUTOS (Peraccidenl)
. - PROPERTY DAMAGE $
,.... (PBrac:cidanl)
RRAGE UABIUTY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EAACC .
AUTO ONLY: AGG .
A ~ESSIUMBRELLA. LIABILITY CUP9034Y340 05/13/10 05/13/11 EACH OCCURRENCE ., 000 000
X OCCUR D CLAIMS MADE AGGREGATE $1 000 000
$
1;1 DEDUCTIBLE .
X RETENTION .10000 .
B WORKERS COMPENSATION AND UB5824Y70308 05/01/10 05/01/11 X WC STATU IOJ~-
EMPLOYERS' LIABILITY .1.000 000
ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPlOYEE .1,000,000
~~E~I~r~~bOV:~16~s below EL DISEASE - POLlCY LIMIT .1,000,000
C OTHER Professional DPR9685313 05/15/10 05/15/11 $2,000,000 per claim
Liability $4,000,000 annl aggr.
DESCRIPTION OF OPERATIONS I LOCATIONS (VEHICLES! EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Professional Liability is written on a claims made and reported basis.
Project: Contract #09~5262 County Wide engineering Services
Collier County is listed as additional insured with respect to the General Liability policy.
CERTIFICATE HOLDER CANCELLATION 10 Davs for Non~Pavment
SHOUL.D ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier County DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL .......3.0...- DAYS WRITTEN
Purchasing Department NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
. 3301 Tamiami Trail East IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Naples, FL 34112 REPRESENTATIVES.
~.;:eD REPRESENTATIVE
. .". o&-ot..,a -
ACORD 25 (2001/08) 1 of 2 #S250615/M250576 MRL @ ACORD CORPORATION 1988
_.,- - -"_.. - -
IMPORTANT
II the certificate holder is an ADDITIONAL INSURED, the pOlicy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
II SUBROGATION IS WAIVED, subject to the terms and conditions 01 the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
.
:':~',,~').
';;~'';
0
",":.;;,.
ACORD 25-5 (2001/08) 2 of2 #S250615/M250576
10 E
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Agnoli, Barber & Brundage, 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
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
Agnoli, Barber & Brundage, Inc.
BY: ~(jp
TITLE: V.p
DATE: ~/hO/f
0-1
~.~..~--~-_.,_.._---,-- 4"_ -- ----
10 E .....
MEMORANDUM
Date: May 3, 2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: RKS Consulting Engineers, Inc.
Attached, is an original copy of the contract referenced above (Item #lOE),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
_~.___^~_^______n.'..__ -~ ,,--,.~-_..,~>._-~- .-. ~-","",-"-~"'=~'---'-'----,-""~-'- -_..._~.
10 E
eotter County Purchasing Department
3327 Tamiami Trail East
~~ '- Naples, Florida 34112
Adminlslmtive services [)vision Telephone: (239) 252-8375
Purchasing FAX (239) 252-6597
Email: dianadeleon@collierqov.net
www.collierqov.neUpurchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
RKS Consulting Engineers, Inc.
. If the insurance is not in order please contact the vendorlinsurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
~'7j
Date
(Please route to County Attorney via attached Request for Legal Services)
MJ, Jjy RECEI\/FC
APR I 4 LOll
RISK MANAGEMENT
' 1) (1\ ~
G/Acquisitions/AgentFormsandLetters/RlskMgmtReviewoflnsurance4/15/201 0/16/09
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Contract 09-5262-5
"County- Wide Engineering Services" - Instrumentation and Controls
(Including SCADA and Low Voltage) (SIN)
THIS AGREEMENT is made and entered into this .i2t'day of f-t p,-, I ,2011, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and RKS Consulting Engineers, Inc.,
authorized to do business in the State of Florida, whose business address is 15400 Shamrock Drive,
Fort Myers, Florida 33912 (hereinafter referred to as the "CONSULTANT").
WITNESSETH
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Instrumentation and Controls (including SCADA and Low Voltage) (SIN),
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
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Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 hereby designates Don Williams as its Principal in Charge (hereinafter referred
to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters
arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a
qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be
provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project
Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to
directing, coordinating and administering all aspects of the Services to be provided and performed
under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the
CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees
that the Principal in Charge and the Project Coordinators shall devote whatever time is required to
satisfactorily manage the services to be provided and performed by the CONSULTANT under the
Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators
shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed
must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
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and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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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.
43 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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.
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
19
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
20
---- . - .--. ---,-~
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
21
. --_.._,._--,----~._---,~ -> ~._._-~.._-~_._.__.~._---_.~
10 E
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
22
_,M"~._'___~_>___'~ - -"~-_..~.-...~. -."._---~
10 E
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
23
..~-~.^..~'~-.-,~.~ --;~,~ --.--,-..--.-----..
10 E
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
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 16
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
add ress of record:
Board of County Commissioners,
Collier County Florida
Purchasing Department
3327 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
24
_._-,--_._"~---- -~,,~~,..,-,.-- _ '"..._....."~~_C
10 E .I
.~
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:
RKS Consulting Engineers, Inc.
15400 Shamrock Drive
Fort Myers, FL 33912
Phone: (239) 481-6775; Fax: (239) 433-9289
Don Williams, President
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
25
-----""-.--.----.- ___.n._ ._-"--_.'._~ ....._- . ... _>__ _H._".__.",'..'___ _..___,._._,
10 E I
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
26
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10 E
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
27
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10 E .
J:
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
28
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10 E 1
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seQ. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
BY:~' ().( . MW.~
);, . ',' ''-UJ
Date: .. . " . ."',' ~ l
By:
Fred W. Coyle, Chairman
:u.':J:1IYOlff- ·
'j' "
. .. . ,
Apg vedas to form and
Ie al sufficiency,:
~ County Attorney RKS Consulting Engineers, Inc.
! ,...-t.
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By:
,
.
YeN. w.J.(,.A.M <.... ~1\)e;0i- R~S
Typed Name and Title'
Item # toE:..-
Agenda ~
Dab
Date .5 ~ 1l
[1d
Oeputy C
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10 E I
1
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Instrumentation and
Controls (including SCADA & Low Voltage))
This Work Order is for professional describe services for work known as:
Project Name: Project No
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
. Task I -
. Task II -
. Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
---.,. --~---.
iDE ,
RRS SCHEDULE B
Consulting Engineers, Inc.
Electrical, Instrumentation & Control Design
2010!2011 HOURLY RATE SCHEDULE
Principal & Senior Desicln Proiect Enqineer $165.00
Senior Engineer! Design Specialist $145.00
Proiect Manaqer!Enqineer P.E. $125.00
Graduate Engineer III/Senior Designer $110.00
Graduate Engineer-lIfDesigner-11I $100.00
Graduate Engineer-I!Designer-1I $ 90.00
Electrical Designer-I $ 75.00
CAD Technician-II $ 70.00
CAD Technician-I $ 50.00
The Standard Hourly Rate amounts include consultant's labor, overhead and profit.
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
15400 Shamrock Drive, Fort Myers, Fl. 33912
Phone (239) 481-6775 - Fax (239) 4.B-9289
Email: rks@rksengineers,com
~~_,~_,_.u_____~~_.~_._._,..._...,_._.~'_.
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,
10E I
SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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. 11
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes - No
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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10 E
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
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(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes - No
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(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
C-7
-..,--_.._~. ..~_.--><...,.,~,"- --
10E
x $1,000,000 each claim and in the aggregate
$2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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%) red uction 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.
C-8
-.'.-- --,- - - _~,_.___._.~_,M..
10E v.,
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
.._..~ _. ---_.._~..,.,'''.""..~_.~--._.._--"-_.~....
10E
(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.
C-10
.. - .---.'-' ..".~--
10 E
-..-..... . .--.-- .--....---.-
ACORD," CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDfYYYY)
04/26/2011
THIS CERTIFICATE IS ISSUED AS A MATTER DF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED. the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER NAME:
BB& T-Oswald Trippe and Company ~gNJo Ext\: 239 433-4535 I ;.e~, No), 866-881-5271
13515 Bell Tower Drive rnffl~ss:
Fort Myers, FL 33907 CUSTOMER ID II:
239 433-4535 _______._____ .___ IN5URER(SLA!FORDING COVERAGE NAIC#
-",,-- .- --
INSURED 1!:!~!lRER_A~~~o~d__~!,suranc~_C<:)mpany of__~ 38261
RKS Consulting Engineers Inc. ------
INSURER B: Twin City Fire Insurance Compan 29459
15400 Shamrock Dr. INSURER c: Everest National Insurance Co 10120
Ft. Myers, FL 33912 INSURER 0:
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER, 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 RESPECTTO 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.
:~5~R r..~~l ~ POLl.~'!' EFF POLICY EXP
TYPE OF INSURANCE POLICY NUMBER MM/DDfYYYY MM/DD/YYYY LIMITS
A GENERAL liABILITY T 21SBABI5812 3/23/2011 03/23/201 EACH OCCURRENCE $1 000000
J< 3MERC'AL GENERAL LIABILITY I PREM:S'E~ '!E~~~;;~;~cc" .300,000
_ CLAIMS-MADE [!] OCCUR MEDEXP{Anyoneperson) $10,000
PERSONAL & ADV INJURY ,1,000,000
, ,.-- ~~!,_Lp,GGREGATE ,2,000,000
~~l'L AGG~E~f ~~MI~ AP~t PER ~UCTS - COM PlOP AGG 1-'2,.000,000
-_...........~._--
POLICY I ';"~9,: lOC ,
A AUTOMOBILE liABILITY 21 SBABI5812 3/23/2011 03/23/201, COMBINED SINGLE LIMIT '1 000000
- (Eaaccidenl)
- ANY AUTO , I BODILY INJURY (Per person) .
-- ALL OWNED AUTOS i BODILY INJURY (per accident) $
- SCHEDULED AUTOS PROPERTY DAMAGE
,
~ HIRED AUTOS (Per accident)
~ NON-OWNED AUTOS ! ,
,
A UMBRELLA L1AB ~ OCCUR 21SBABI5812 03/23/2011 03/23/201 EACH OCCURRENCE ,1 000 000
, -"-
EXCESS lIAB CLAIMS-MADE : AGGREGATE .1 000 000
- DEDUCTIBLE . , .
,
RETENTION 'l; I ,
B WORKERS COMPENSATION ~! 21WECRT2433 4/0112011' 04/01/201 X 1~r?R~~~~~,:~J_ 1\2~H-
AND EMPLOYERS' LIABILITY Y I N
ANY PROPRIETORlPARTNERlEXECUTIVED I E.L. EACH ACCIDENT ,1,000,000
OFFICER/MEMBER EXCLUDED? N/A i
(Mllndatoryin NH) , EL DISEASE - EA EMPLOYEE ,1,000,000
Uyes,describellnder I ,1,000000
DESCRIPTION OF OPERATIONS below EL DISEASE - POliCY LIMIT
C Professional , 79AEOO029511 02/20/2011 02/20/201 $1,000,000 Each Claim
Liabilitv I $1,000,000 Annrenate
DESCRIPTION OF OPERATIONS { LOCATIONS / VEHICLES (Attach ACORD 101, AdditIonal Remllrks Schedule, if more space is required)
RE: Contract 09-5262-5; County Wide Engineering Services, Instrumentation and Controls
Certificate holder is named as additional insured with respects to general liability only per policy form
(See Attached Descriptions)
CERTIFICATE HOLDER CANCELLATION
Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Collier County Florida THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
3327 Tamiami Trail East
Naples, FL 34112 AUTHORIZED REPRESENTATIVE
I sz.:a>- .>>------.
@1988-2009ACORDCORPORATION.Allrightsreserved.
ACORD 25 (2009/09) 1 012 The ACORD name and logo are registered marks of ACORD
H~~7':t?1 RI:;/lIJIF>7':t?17Q KAJ:\1
-_.__,_""""",,~-~_,~,_~-"~~_,,~_,,,,_--_,"'--"~"-'-----.,."... .. "- --_._._..'''-''~
DESCRIPTIONS (Continued from Page 1)
550008 as required per written contract. Endorsement form 551220 applies tor 30 days notice of cancellation
tor non-payment of premium.
AMS 25.3 (2009/09) 2 of 2
~~~7~?1A~~JR7~?17Q
.~._______ '_~____'__"_~___~"'_ _",__""_,_,,__,,,-,'W""~_"'__'""""'-'''''".'___'''''_____'_____",._;~_~_
tOE
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, RKS Consulting Engineers, 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
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
RKS Consulting Engineers, Inc.
BY: ~~AllAA ~
,
TITLE: PI2JP-!?tOtP.JI f,.K S FJ1l~ /JJ{7P.e.~
DATE:
D-1
.------ ---, . _~.,._.~,_~_._,.w._ '_-""""_.'_',-,.. .-_._-,--_.,_.
,.,
10 E ~.......
MEMORANDUM
Date: May 4, 20 II
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: AECOM Technical Services, Inc.
Attached, is an original copy of the contract referenced above (Item #10E),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
-,,"-"- - ...,--,--_.~.._-_.._._._"_.,.....-.-....,, ".__"._.n__,. .~,._-~._.._. ~"-.--
10 E
Colt,. County Purchasing Department
3327 Tamiami Trail East
~.~ Naples, Florida 34112
AdmnislJalive SerIIices DMsion Telephone: (239) 252-8375
Purchasing FAX: (239) 252-6597
Email: dianadeleon@collierqov.net
www.coilierqov.neUourchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 14, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
AECOM Technical Services, Inc.
. If the insurance is not in order: please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order: please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
I~"~~ ~tl/;I
t~1-'
Risk Management Signature Date
(Please route to County Attorney via attached Request for Legal Services)
~~~~ RECEIVEi':
APR ! 4 2011
'AISK MANAGEMEN-
'-
s\'?\\\
G/Acquisitions/AgentF ormsandLetters/RiskMgmtReviewoflnsurance4/15/201 0/16/09
--_.,.. .~.. --'..--.- _.... ,"- ...-" "--- .-----
10 E
Contract 09-5262-S
"County- Wide Engineering Services" - Modeling and Simulation (SMS)
THIS AGREEMENT is made and entered into this !:J,fl"day of Af ,', ( ,2011, by and
between the Board of County Commissioners for Collier County, Flonda, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and AECOM Technical Services, Inc.
authorized to do business in the State of Florida, whose business address is 4415 Metro Parkway,
Suite 404, Fort Myers, Florida 33916 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Modeling and Simulation (SMS),
1
_"'__'_'_'_'_..,_,.n"_ ---''''''''''' .... ",--,-'? - --.. -"-~ ._-" ,,_.--~"~,~- .-....~"._~._~
10 E
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
.__w,,"_~.,,"___"_"_,_. -_.~"".<- "---.~'..- - - -.,- ,
10 E ,
,
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
--,._--,-~--~ " ',.,,-- .~-~-,_.~.._,"_._.",".._,.,-,-,~-_._"..",.. .~',---------"_._--_._._-~--,---,._---
10 E "I
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 hereby designates Lee Grant, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the ProjeCt Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
4
,~.- --.__.,-~--'----"" '-"-'- .----. ,_.<_.. ..~._.._-,--"._,. -. "~'- - ---~ -.-......----
10 E l II
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 r~solution of each such conflict. OWNER'S
approval of any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
,..... -- --"" - -,.-"'-' "-_.- .___m__.'..._....'""__".._~~._.___^.~ ,"--
10 E
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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.
6
'~"'-- - .._._'.- ..-.-... -
10 E
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
7
-,,------->-'- ....---..-.----..--. ... -.----.-. .~._-_.._--_._-----_._. --------.
10 E !
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
8
-------. .'---" ".,..,-.~~~.-.~--q,...~.-..-.-._. '--".'-~- -".. _..,.",---~-- '-~-_.._'
10 E ~;-II
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
9
""_,,, ._..d_'_.."_.__.'_,'e.'.' -~-""'----- "-,,.;., -" ."".".........---.- - -. ,-~_.,,-'."----"~.>
10 E I
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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10 E , i
i
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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I
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
93.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
16
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be 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 any1hing in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
18
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10 E
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-in-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODI FICA TION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
AECOM Technical Services, Inc.
4415 Metro Parkway, Suite 404
Fort Myers, FL 33916
Phone: (239) 278-7996; Fax: (239) 278-0913
Attn: Lee Grant, P.E.
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
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.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
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10 E
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
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10 E
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
28
_._---~-_...._,. ____4___.-._, ___ "",..,"',',,,._.._ ".'_,T'",__'H' . ".... --_.,---',,--
10 E
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seQ. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
'-'-'--~~~.-'- . .-------_..__._-~. ,..~._...,--..;.....,_._~-_._....".~---- _.'"----- ..-.'. -""
10 E
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight E. Brock, Clerk
BI" 'ttWA:o~QC . By: 7ul-W. ~
Oate.;,~'~~ . j 11
'<~ ", ".~' . :--..J . ,.-'" Fred W. Coyle, Chairman
,Att..t.';'\o.~&w-'
gfj4tlP:t.q,rA~"/ .
App(oited as lb rm and
Ie sufficie y:)~
~ County Attorney
ZJ>1t~- ~:
Witness
Timothy Curran, Principal ee Gr nt, Distri t Vice President
ed Name and Title Type Name an Title
Itness
Deborah Mols, Executive Assistant
Typed Name and Title
Item # JOl::'
Agenda ~I
Oate
~~d~1
30
...- '-.-" ....--. _.~o__ ...-.--.-"
10E J
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated ,2011 (RFP/Bid 09-5262-S Modeling and Simulation)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
. Task I -
. Task II
. Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
- .._---,~..-,.-- ._, .-.".- _.._~~,~__...._'_H_'~<"_~__'~' --.-. ~._,..,~
10E .~
SCHEDULE B
Collier County
Contract No: 09-5262-5 County Wide Engineering Services (Modeling and Simulation)
Standard Hourly Rate Schedule
AECOM Technical Services, Inc. (Revised 3/15/11)
Ene-ineers. Planners and Scientists (E/P/51
Job Title Billing Rate Job Title ailline Rate
E/P /5 I $90.00 Project E/P/s III $150.00
E/P /5 II $95.00 Project Manager I $165.00
E/P/s III $110.00 Project Manager II $185.00
E/P /5 IV $122.00 Project Manager III $210.00
E/P /5 V $125.00 Principal I $220.00
Project E/P/s I $127.00 Principal II $265.00
Project E/P/s II $135.00
TechnicallDesiener Personnel:
Job Title Billing Rate Job Title Billin~ Rate
Designer I $92.00 Designer IV $125.00
Designer II $105.00 Designer Supervisor $152.00
Designer III $122.00
CADD Personnel:
Job Title Billing Rate Job Title Billine: Rate
CADD Technician $87.00 (ADD Operator IV $125.00
Administrative Personnel:
Job Title Billing Rate Job Title Billinl! Rate
Administrative Assistant I $53.00
Administrative Assistant 11 $65.00
Administrative Assistant III $92.00
Other Technical Staff:
Job Title Billing Rate Job Title Billinl! Rate
GIS Technician $70.00 GIS Specialist lit $90.00
GIS Specialist I $72.00 GIS Specialist IV $120.00
GIS Specialist I! $85.00
Construction InsDection:
Job Title Billing Rate Job Title Billine: Rate
Resident Engineer I $90.00 Inspector I $70.00
Resident Engineer It $105.00 Inspector It $78.00
Resident Engineer III $128.00 Inspector Itl $97.00
Survevine: Staff:
Job TitJe Billing Rate Job Title BillinR Rate
Survey Technician I $55.00 Two Man Crew $130.00
Party Chief It $80.00 Three Man Crew $160.00
Surveyor I $110.00 GPS Crew $180.00
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
_...~...._._~._-,.~--_. ."~.. ......__....,-,.. -.... -'-'--'-"" - ._~
10 E
SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
10 E
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
. '_~'~.~~n._'.__ ,_.~.... _.~.~.. "&,.~."._,",~.~._.--- -,._,---
10 E
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes - No
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
, "--'-~---~~'-'- .____~____.~__._m _.,.;,.______._v__~___ ._---~.__.._,.,,--- --------~.-
10 E
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
------",,- -',--,----_.. ~->-,." '.-- _.,_.____m.'~
10 E ji
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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10 E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agre~ment.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
-
C-6
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10 E
(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
C-7
--.","-,,-,. .".~,-,,~._,-,_._~.- _.,~. ---'~-'-<.~---- . .. ~"_~___ n -"~-._-~.~~"-'--
10 E
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8
..~-~-~~~., ." .~-".. .__""'.u"._"...._,,___""~ .~.,---->"_.--." ".---,---.--
10 E I ~:~
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
"-~-~-~.~ --,. y.'-" -.",,' '_,._~----..."-' ~-,-
10 E III
(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.
C-10
~",-_.~._-_..- ..o,_,,'_"~"_'~e_^ -'''' -- '"'~'----'-' ._--~-,-.,- ----........--.
10 E \ ~~
~
ABRD' EVIDENCE OF COMMERCIAL PROPERTY INSURANCE I DATE (MWDDIYYYY)
4/1/2011
THIS EVIDENCE OF COMMERCiAl PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMA110N ONLY AND CONFERS NO RIGHTS UPON
THE ADDI110NAL INTEREST NAMED BELOW. THIS EVIDENCE OF COMMERCiAl PROPERTY INSURANCE DOES NOT AMEND, EXTEND OR
AlTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER NAME _I r.aHONE ...,. 949-252-4400 COMPANY NAME AND ADDRESS I NAICNO, 16535
CONTACT PERSON AND ADDRESS AIC. No. Ext :
Lockton Insurance Brokers, LLC Zurich American Insurance Company
19800 MacArthur Blvd., Suite 550
CA Ucense #OF15767
Irvine 92612
r~~ No. ExU: 949.252-4410 I ~=~~ss: IF MULTIPLE COMPANIES COMPlETE SEPARATE FORM FOR EACH
CODE: I SUB CODE: POLtcY TYPE
AGENCY >on.. AECTEO 1 Property
NAMED INSURED AND ADDRESS AECOM T echnOlog~COrporation LOAN NUMBER I POlK:Y NUMBER
1005807 AECOMTechnical rvices,lnc, MLP 4578871-00
4415 Metro Parkway, Suite 404 EFFECTIVE DATE I EXPIRATION DATE I n~ONTINUED UNTil
Fort Myers FL 33916 4/1/2011 4/1/2012 TERMINA. TED If CHECKED
ADOrTIONAL NAMED INSURED(S) THIS REPLACES PRIOR EVIDENCE DATED:
PROPERTY INFORMA110N IUse REMARKS on ~ne 2 K more space Is ""'urod' (j\) BUILDING OR (j\) BUSINESS PERSONAL PROPERTY
LOCATtoNlDESCRlPTlON
THE POlJCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTW1THSTANDING
ANY REQUIREMENT, TERM OR CONDJTION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY
BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL mE TERMS, EXCLUSIONS AND CONDITIONS
OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
COVERAGE INFORMA110N PERILS INSUREDl T BASIC I I BROAD I X I SPECIAL I I
COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE $ 10,000,000 Dm 50,000
YES NO NIA
[XI BUSINESS INCOME o RENTAL VALUE X If YES, LIMIT, 1,000,000 I X I Actual Loss Sustained; # of months:
BLANKET COVERAGE X If YES, indicate amount of insurance on properties identified above: $ 100,000,000
TERRORISM COVERAGE X Attached Disclosure Notice / DEC
IS THERE A TERRORISM-SPECIFIC EXCLUSION? X
IS DOMESTIC TERRORISM EXCLUDED? X
LIMITED FUNGUS COVERAGE X If YES, LIMIT 1,000,000 Dm 50,000
FUNGUS EXCLUSION (If "YES~_ specify organization's form used) X
REPLACEMENT COST X
AGREED VALUE X
COINSURANCE X If YES, %
EQUIPMENT BREAKDOWN (If Applicable) X If YES, LIMIT 1,000,000 Dm 10,000
ORDINANCE OR LAW _ Coverage fOf loss to undamaged portion of bldg X
Demoli~on Costs X If YES, LIMIT 1,000,000 Dm 50,000
-Iner. Cost of Construction X If YES, LIMIT 1,000,000 DED, 50,000
EARTH MOVEMENT (If Applicable) X If YES, LIMIT' 5.000,000 DED 100,000
FLOOD (If Applicable) X If YES, LIMIT 5,000,000 DED 100,000
WIND/HAIL (If Subject to Different Provisions) X If YES, LIMIT 1.000,000 DED 100,000
PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE X
HOLDER PRIOR TO LOSS
X
CANCELLA110N
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRAnON DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO
MAIL ~ DAYS WRITTEN NonCE TO mE ADDITIONAL INTEREST NAMED BELOW, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION
OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES.
ADDITIONAL INTEREST DE
MORTGAGEE CONTRACT OF SALE LENDER SERVICING AGENT NAME AND ADDRESS
LENDERS LOSS PAYABLE
NAME AND ADDRESS
345505 Collier County
Purchasin~ Department
3301 Tamlami Trail East
Naples FL 34112 AUTHORIZED
ACORD 28 (2006107) The ACORD name and logo are registered marks of ACOR PORA110N 2003-2006. All rights r..ervod.
Forqll...tionsregardingthiscet1lflc.,contact....n....berllstedln...'Producer'sectlon..bov...d.peclfy_ ient cod. 'AECTE01'.
~.n ~'____.___'~ -.__."-~------. ~- ._.........~--",~,.",~ ,_._~_.,"~~_.~."~.. ."'--~>..."..~ ._.__.-.__.~-,..-.
10 E . , .~
EVIDENCE OF COMMERCIAL PROPERlY INSURANCE REMARKS - Includln" S-Ial Conditions IUse onlv If more s"ace is ~ulredl
Valuable Papers Coverage of $1,000,000 is included. Contract 09-5262-5 County-Wide Engineering Services - Modeling and
Simulation Collier County Florida
ACORD 28(2006107) Certificate Holder II): 345505
-"----~_..-~.. ~.. .~------- -- '-'..~._--'~' .....-...---------- ---.-----.-.-.-
10 E , ,..
~
AE!!-Rd' CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDIYYYYJ
0411112011
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 ADDITlONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED. subjoct 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 endorsemont(';l. ~
PRODUCER N ~CT
Marsh Risk & Insurance Se!V\Ces ~~ONE I f!'X
CA License #0437153 i4~Nn J'rll- AJC NOI:
777 South Figueroa Street E-MAIL
Los Angeles. CA 90017 ADDRESS: - -
PRODUCER
Attn: Lori Bryson (213)-346-5464 _ CU,STOMER 10 t" -. _.~-
06510 -AECOM-~AS-11112 FortM FL JMCCA SARAS FL INSURERIS) AFFORDING COVERAGE NAIC'
--._-
INSURED INSURER A ;_~urict\ American Insu!~~e Company 16535
AECOM Technical Services, fnc.(from USA) - -..
4415 Metro Parkway, Suite 404 INSURER B : -....-
Fort Myers, Fl 33916 INSURER C : lIlin~_~ Union Insurance ~ 27960
.--. --
Itl_~URER D ; NIA NIA
. ,.-- .---
.~_~I,IRER E ; "-_._-
INSURER F :
COVERAGES CERTIFICATE NUMBER: LOS-Q01290424-t5 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. NOTVVITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VV1TH RESPECT TO VIJI-IICH 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 ADOL SUBR I ,coueY EFF POLICY EXP ~ "-- - ---
LTR TYPE Of INSURANCE POLICY NUMBER MMlDOIYYYY UMITS
A GENERAL UABIUTY GLO 5965891 03 0410112011 04101/2012 EACH OCCURRENCE S 2,000,000
-co-- D~~_~q~J9",~~TED -..---
_X_ -=r~ERCIAL GENERAL LIABILITY P_REMISES Ea occurrence\ S 1,000,000
-------
_. CLAIMS-MADE 0 OCCUR .!-1EP EXP (Anyone person) S 5,000
. --
- PERSONAL & ADV INJURY S 2,000,000
-- _____m__..~_
-- ~~~~A~~~G~EGATE . 2,000,000
_~y~ AGG~EnE LIMIT APP!~tIPER PRODUCTS-~9~~QPAGG . 2.000,000
POLICY ~~,Q; LOC .
A AUTOMOEUlE UABlUTY SAP 5965893 03 0410112011 04101/2012 COMBINED SINGLE LIMIT S 1,000,000
~ (EaaCCident)
~ ANY AUTO -~.._---
BQDIL Y INJURY (Per person) S
ALL OVvNED AUTOS ----
- BODILY INJURY (Per accident) $
SCHEDULED AUTOS --. ....-
- PROPERTY DAMAGE .
- HIRED AUTOS (Per aCCident) -..--
NON-O\M'.lED AUTOS -- S
- _u-
S
UMBRELLA LIAB ~-1 OCCUR EACH OCCURRENCE S
f- .----.-
EXCESS LlAB CLAIMS-MADE I AGGREGATE ~_.
t ---
DEDUCTIBLE . .----
RETENTION $ .
WORKERS COMPENSATION IX;"'?T:;r.~,,1 IOJb'-
AND EMPLOYERS' UABlUTY Y IN:
ANY PROPRIETORIPARTNERlEXECUTIVE D I EL EACH ACCIDENT .~
OFFICERIMEMBER EXCLUDEO? N I A
(M~ndatory In NH) E.L DISEASE EA ~.~~9Y_EE $
~lS6~~~+r~ ~~'2;PERA liONS below E.L. DISEASE. POLICY LIMIT .
C ARCHITECTS & ENG. EON G21654693 04/01/2010 10/0812011 PerClairnlAgg $1,000,000
PROFESSIONAL L1AB. "'CLAIMS MADE'" Defense Included
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Addttlonal Remar1l;l Schedule, If more Ip.IlCft is Nqulred)
RE: CONTRACT 09. 5262.S COUNTY-WIDE ENGINEERING SERVICES FOR MODEUNG SIMULA llON. COLUER COUNTY, FLORIDA.
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS AND CERTIFICATE HOLDER ARE NAMED AS ADDITIONAL INSURED FOR GL & AL COVERAGES, BUT ONLY AS RESPECTS WORK PERFORMED BY
OR ON BEHALF OF THE NAMED INSURED.
CERTIFICATE HOLDER CANCELLA nON
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Collier County THE EXPIRA nON DATE THEREOF, NOTICE WILL BE DELIVERED IN
Purchasing Department ACCORDANCE WITH THE POLICY PROVISIONS.
Attn: Dianna Perryman, Contract Specialist
3301 Tamiami Trail East AUTHORIZED REPRESENTATIVE
Naples, FL 34112 of Marsh Risk & Insurlnee Services
David Denihan .;'..#~ ~-
@1988-2009ACORDCORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD
-.....--.--., ~.- _.-.,_'__.~'~-',----_""""_' ^' "",~"--",-~~,,"-",,,,"-'- .~-,..".- ...~-,_..-..,. .,~,.."'-
10E j
~
ACORD" CERTIFICATE OF LIABILITY INSURANCE 4/1/2012 I DATE (MMlDDIYYYY)
~ 4/1 /20 11
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RtGHTS UPON nle CERTIFICATE HOLDER. THIS
CERTIFICATE OOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE OOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate hokler Is an ADDITIONAL INSURED, the pollcy{les' must be endorsed. If SUBROGA nON IS WAIVED, BUbject to
the terms and conditions of the policy, certain poncin may require an endorsement A statement on this certificate does not confer rights to the
certtflcate holder In lieu of such endorsement(.). iifEn'O
PRODUCER Lockton Insurance Brokers, LLC
19800 MacArthur Blvd., Suite 550 I fM No':
CA License #OF15767 E-MAIL
Irvine 92612
949-252-4400 ".~.
INSURER A: Traveler!; Property Casualty Co of America 25674
INSURED AECOM T echnD~~ Corperalion INSURER B :
1075642 AECOMTechnica rvices, Inc. INSURER C :
4415 Metro Parkway, Suile 404
Fort Myers FL 33916
COVERAGES AEf'TEOI OR CERTIFICATe N"MBER: 10791564 REVIQlnN N"MBER: XXXXXXX
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BElOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 1$ SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BE~EDUCED BY PAID CLAIMS.
'~1: TYPE OF INSURANCE MOl SUBfl: POLICY NUMBER ICY EFF POLICY EX LIMITS
GENERAL LIABILITY EACH OCCURRENCE XXXXXXX
--=- NOT APPLICABLE D~rt.1~E TO RENTED XXXXXXX
COMMERCIAL GENERAL LIABILITY PR I
1 CLAIMS-MADE D OCCUR MEDEXP~~OM~^rnon XXXXXXX
PERSONAL & ADV INJURY , XXXXXXX
GENERAL AGGREGATE I XXXXXXX
~'ILAGG~n~~~IT nEtS:;'ER: PRODUCTS - CDMP/OP AGG $ XXXXXXX
pn11r'y T I
~TOMOBIt..E LIABILITY ~~~~l~t~INGLE LIMIT , XXXXXXX
NOT APPLICABLE
- ANY AUTO - SCHO~ULED BODILY INJURY (Per pernon) $ XXXXXXX
- ~bf8~NED _AUT BODILY INJURY (Per accident $ XXXXXXX
HIRED AUTOS NON~WNEO PpR?PE~L'~.l?AMAGE , XXXXXXX
- _ AUTO
I
- UMBRELLA LIAS H~CUR EACH OCCURRENCE I XXXXXXX
EXCESS UAB CLAIMS-MADE NOT APPLICABLE AGGREGATE I XXXXXXX
OED I I RETENTION $ ,
A WORKERS COMPENSATION N TRJUB-4245B23 1 - 1 1 4/1/201 I 4/1/2012 X~ 10TH
AND EMPLOYERS' LIABILITY VIN
A ANY PROPR1ETORlPARTNERlEXECUTIVE [ill ~AZ,MA.OR4 W1i EL EACH ACCIDENT I 000 000
A OFFICER/MEMBER EXCLUOEO? N/. C2JUB-42 5B 2A- II 4/1/2011 4/1/2012 I
A ('bndMorylnMH) (All Other States) EL DISEASE - EA EMPLOYEE 1 000 000
~~c~ipTr8N 'O'tJPERATIONS below E.L DISEASE - POLICY LIMIT 1 000 000
DESCRIPTION OF OPERATIONS I LOCATtONS I VEHICLES /(Attaeh ACORD 101, Additional Remarks Schedule, If more space is required)
Contract 09-5262-5 County-Wide Engineering Services ~ Modeling and Simulation Collier County Florida
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLlCtES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOnCE WILL BE DELIVERED IN
ACCORDANCE WITH THE POUCY PROVlSKJNS.
10793564 AUTHORIZED REPRESENTATIVE
CDllier County
Purchasin9 De~artment
3301 Tamlami rail East
Naples FL 34112
ACORD 25 (2010105) @1 8-201 C RPORA nON. All rights reserved
The ACORD name and logo are registered marks of ACORD
_..,--~."._. "'--'~~"~-"-"'-~'-". "'."~'-'<"". ,~-- ,.'._",--,...~...~ '--.--
10E .
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, AECOM Technical Services, Inc. hereby certifies that wages,
rates and other factual unit costs supporting the compensation for the services of the
CONSULTANT to be provided under the Professional Services Agreement, concerning
09-5262-5 "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
AECOM Technical Services, Inc.
BY-/
istrict Vice President
DATE 4/1 /1
D-1
--..~~-~ ._-~, .....---- - ..--.---...---
10 E , II
MEMORANDUM
Date: May 4,2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: Johnson Engineering, Inc.
Attached, is an original copy of the contract referenced above (Item #10E),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
'-~""~- _.--.."
10 E
eollr County Purchasing Department
3327 Tamiami Trail East
~ .~ Naples, Florida 34112
Administrative Services Diliislon Telephone: (239) 252.8375
?urchaslng FAX: (239) 252.6597
Email: dianadeleon@collieroov.net
www.collieroov.neVourchasino
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
Johnson Engineering, Inc.
. If the insurance is not in order. please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order. please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
;ff!rtBY dr/I
Risk anagement Signature
(Please route to County Attorney via attached Request for Legal Services)
~uJ~ RECEIVED
APR 1 4 2011
\J ',>\1\\\ RISK MANAGEMENT
\
G/Acquisitions/AgentFormsandLetlers/RiskMgmtReviewoflnsurance4/15/201 0/16/09
......_~ -----..-..
10 E
Contract 09-5262-S
"County- Wide Engineering Services" - Permitting (SPE); Surveying and Mapping (SSM)
,
THIS AGREEMENT is made and entered into this ~'day of ~..., ( , 2011, by and
between the Board of County Commissioners for Collier County, FI rida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Johnson Engineering, Inc. authorized
to do business in the State of Florida, whose business address is 2122 Johnson Street, Fort Myers,
Florida 33901 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE)
2. Surveying and Mapping (SSM),
1
-.'--- -~-" -.......-.-..,,- -_..~._~_.,- -,-'-~~'-"~~-----'-~~-"--'''-
10E
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
-_..-- -......
10E I
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
. ,.,,~------- ,~..""--_"~ -- --'.,,-,--"
10 E
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 hereby designates Michael Dickey, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
4
- .._,--~-~-_._,-~~-_._- ,~-,.__.,- - -.----.-.
10E ~
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
--,._--~--~--,-----_.__._---~..._-
10 E
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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
(Le. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
6
~"'~..,~,-_.~,-~--~... ----.
10 E
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
7
m'~_'_..._ .' - _._~-,."
10 E
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
8
_"__...,_,"._____.____0___..... -- ~--,_.
10 E
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSU L T ANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
9
-_.."_._,,_......._~".._-~-_._----, "--_.
10 E
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
10
----- -
10 E
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
11
---- ',.- ,",,,--_..,
10 E
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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10E
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in parag raph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
16
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10 E
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
17
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10E
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
18
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10 E
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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10E I
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
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 16
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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10 E
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:
Johnson Engineering, Inc.
2122 Johnson Street
Fort Myers, FL 33901
Phone: (239) 334-0046; (239) 334-3661
Attn: Michael Dickey, PE
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
26
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10 E
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working soiely 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
27
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10 E
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
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ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sea. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
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10 E
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Date:, ,.ft By:
AttIIt " ,.,' , " Fred W. Coyle, Chairman
.....:" ~~.
Appeo, d so '72
lega s '1.Cy: -wL
8sSISt!'!11t County Attorney
~ JOhns~~te~g, I~C. ,
;c: 6------- BY': -- 1=.. "'\ '- ./
Witness
lts~ ~A<<Jh,MA"v .1rJ.-u,.4. As'>f .s:t even K. fI'b<y. so'n (J'r(s lci~
Typed Name an 'J-itle Typed Name and Title'
111tn s
,cl1~d "i. OIC.Uftli IJ'fUh, cf 1A.ftr,.;~ Se-wo
Typed Name and Ti e
ltem# a
~:da jji: II
g:d ~\
30
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10l:.
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Permitting; Surveying and
Mapping)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order,
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
. Task I -
. Task II -
. Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _ Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
-._,._,,- ---'-'-'-~'~-<-"~-._'"
~, r NeE 1 ~~ t, 5 X
..,.-,--.-.-._--_.
SCHEDULE B 10 E
RATE SCHEDULE
Effective June 29, 2010
PROFESSIONAL SERVICES
Principal $ 190.00 Per Hour Principal Ecologist $ 170.00 Per Hour
Engineer VITI $ 170.00 Per Hour Ecologist N $ 150.00 Per Hour
Engineer VII $ 160.00 Per Hour Ecologist ill $ 130.00 Per Hour
Engineer VI $ 150.00 Per Hour Ecologist II $ 115.00 Per Hour
Engineer V $ 135.00 Per Hour Ecologist I $ 100.00 Per Hour
Engineer N $ 125.00 Pcr Hour
Engineer Intern ill $ 115.00 Per Hour Expert Witness $ 250.00 Per Hour
Engineer Intern Il $ 105.00 Per Hour
Engineer Intern I $ 95.00 Per Hour Surveyor and Mapper V $ 170,00 Per Hour
Surveyor and Mapper IV $ 150,00 Per Hour
Project Director $ 145,00 Per Hour Surveyor and Mapper ill $ 125,00 Per Hour
Designer N $ 135.00 Per Huur Surveyor and Mapper Il $ 115,00 Per Hour
Designer ill $ 115.00 Per Hour Surveyor and Mapper I $ 100.00 Per Hour
Designer Il $ 90.00 Per Hour
Designer I $ 80.00 Per Hnur StarV AC wfWater Truck Four-Man Party $ 330.00 Per Hour
StarV AC wfWater Truck Three-Man Party $ 280.00 Pcr Hour
Technician N $ 100.00 Per Huur StarV AC w/Four-Man Party $ 290,00 Per Hour
Technician ill $ 75.00 Per Hour StarV AC w/Three-Man Party $ 265.00 Per Hour
'rpl""nn;r.-;!:In IT ~ "'''i.nn P/?-rl-:rour
Technician I $ 55.00 Per Hour Two-Man Field Party $ 135.00 Per Hnur
Three-Man r1eJO .P'any $ JOU.UU t'cr ttour
Hydrogeologist V $ 150.00 Per Hour Four.Man Field Party $ 170,00 Per HOllr
Hydrogeologist IV $ 135.00 Pcr Hour Hydrographic Field Party $ 225.00 Per HOllr
HyclIogeologtst III $ 12',00 pcr Hour GPS Mapping Graae: One-Man party $ 90.00 Per Hour
Hydroeeoloeist II $ 10000 Per Honr GPS M;lpping Grnde' Two-M::m P:U1y $ 110 00 Per Honr
Hydrogeologist I $ 90.00 Per Hour GPS Mapping Grade: Three-Man Party $ 170.00 Per Hour
GPS Surveying Graae: One or Two-Man Party $ 170.00 pcr Hour
Environmental Scientist V $ 12000 Per HOllr GPS Surveying C-rrnde' Three-M:m P:uty $ lRO 00 Per Honr
Environmental Scientist N $ 100.00 Per Hour
Environmental Scientist III $ 85.00 Per Hour Principal GIS COnsultant $ 170.00 Per Hour
Environmental Scienti~ IT $ 6500 Per Honr GIS C..ommltant TV $ 170 00 Per HOllr
Environmental Scientist I $ 55.00 Per Hour GIS Consultant III $ 135.00 Per Hour
GIS COnsultant II $ 110.00 Per Hour
Princinal Planner rr $ 170,00 Per Honr GIS r.ommItant T $ 9000 P~r H01lT
Principal Planner I $ 150.00 Per Hour GIS Technician !II $ 80.00 Per Hour
Senior Planner S 135.00 Per Hour GIS Technician II S 70.00 Per Hour
Pl:mner TV $ 125,00 Per HmlT GTS Technici:m T $ 6000 Per HOllr
Planner ill $ 110.00 Per Hour
Planner Il $ 95.00 Per Hour CONSTRUCTION OBSERVATION SERVICE
Planner 1 $ 85.00 Per Hour Senior Project Engineer $ 170,00 Per Hour
Planning Technician III $ 80.00 Per Hour Construction Observation Services Manager $ 150,00 Per Hour
Planning Technician 11 $ 70.00 Per Hour Project Administrator $ 125,00 Per Hour
Plaruring Technician I $ 60.00 Per Hour Contract Support Specialist $ 110,00 Per Hour
Senior Construction Observer Il $ 100.00 Per Hour
Principal Landscape Architect $ 170.00 Per Hour Senior Construction Observer I $ 90.00 Per Hour
Managing Landscape Architect $ 140.00 Per Hour Construction Observer ill $ 75.00 Per Hour
Senior Landscape Architect $ 130.00 Per Hour Construction Observer Il $ 65.00 Per Hour
Landscape Architect $ 120.00 Per Hour Construction Observer I $ 55.00 Per Hour
Senior Landscape Designer S 105,00 Per Hour Resident Compliance Officer (RSO) $ 65,00 Per Hour
Project Landscape Designer $ 85,00 Per Hour
Landscape Designer Il $ 78.00 Per Hour
Landscape Designer 1 $ 72.00 Per Hour
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
----~-----~-_.- -.
10 E
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility,
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
--- . ~ ------.,
10 E
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
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10 E
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes - No
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
,.."'m~___'__',__'___'_ --
lOE ,
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
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10 E
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
.~-."""~."- - "'_.'.'_"_'__"m'_._~".
10 C
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes - No
C-6
-"_..._._---- - -
10E:.
(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
C-7
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10 E
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8
,- ._---
iDE
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
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10 t
(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.
C-10
-,-,--- -
1nF
ACORD,. CERTIFICATE OF LIABILITY INSURANCE r DATE IUMlDDlYYH)
04/07/2011
PRODUa:R (305)822-7800 FAX (305)362-2443 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Collinsworth, Alter, Fowler & French, LLC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
8000 Governors Square Blvd., Suite 301 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
Miami lakes, FL 33016
Zoraida Gonzalez Ext 159 zgonzalez@caffllc.com INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Ll oyd 5 0 f London A XV
Johnson Engineering, Inc. INSURER B:
PO Box 1550 INSURERC:
Fort Myers, FL 33 902 INSURER D:
I INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLlCY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
l"'~ :p"r:;~ TYPE OF INSURANCE POUCY NUMBER POLICY EFFECTIVE POLICY EXPI'IA.llON UMITS
ClENERAL L1A.BIUTY EACH OCCURRENCE I
- ~~~.~~~It? RENTED
COMMERCIAL GENERAL LIABILITY .
- P CLAIMS MADE 0 OCCUR
- MED EXP (Anyone person) .
PERSONAL & ADV INJUAY .
- GENEAAl AGGREGATE
.
--,- PRODUCTS - CQMP/OP AGG
GEN'LAGGREGATE LIMIT APPLIES PER: .
"I ,n:RO- n
POLICY JECT LOG
AlITOMOBLE UA.BUTY COMBINED S INGLE LIMIT
- .
ANY AUTO (EaElccidllnl)
-
- ALL OWNED AUTOS BODILY INJURY
.
SCHEDULED AUTOS (Per parsoo)
-
- HIRED AUTOS BODILY INJURY
.
NON-OWNED AUTOS (Peracc:idenl)
-
- PROPERTY DAMAGE .
(parSCOO811I)
ClARAClE UA.BLJTY AUTO ONLY - EA ACCIDENT .
~ ANY AUTO OTHER THAN EA ACC .
AUTO ONLY: AGO .
EXCESSJUMBREUA LIABIJTY EACH OCCURRENCE .
::J-OCCUR D CLAIMS MADE AGGREGATE .
.
~ ~EOUCTIBLE .
RETENTION . .
WORKERS COMPENSAllON AND I ;-~2JT~T,~;, I IOJ~-
EMPLOYERS L1ABlury E.L EACH ACCIDENT
ANY PROPRIETOR/PARTNER/EXECUTIVE .
OFFICER/MEMBER EXCLUDED? E.L DISEASE. EA EMPLOYEE 5
~~EC:I~t~r~~~S1oos D~OW E.L DISEASE - POLICY LIMIT .
~~ressionalLiabilitY LDUSAI002981 09/15/2010 09/15/2011 $5,000,000 Each Claim
... aims-Made Form $5,000,000 Annual Aggregate
FULL PRIOR ACTS $250,000 Deductible Each Claim
DESCRPTION OF OPERATIONS I LOCATIONS I VEtlCLESI EXclrUSlONS .&.DDED BY ENDORSEMENT I SPECIAL PROVISIONS
~E: RFP #09-5262-5 County Wide Englneering Services (Permitting, Surveying & Mapping)
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE. DESCRIBED POLI::IES BE CANCELLED BEFORE lHE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
Coll ier County .....1LOAVS WRrTTEN NOTICE TO THE CEATFlCATE HOLDER NAMED TO WE LEFT,
Admin;startive Services Division BUT FAILURE TO MAIL SUCH NOTICE SHAlL IMPOSE NO OBLIGATION OR UABILITV
3327 Tamiami Trail East OF ANY KI'oID UPON THE IIlSURER, ITS AGENTS OR REPRESENTATIVES.
Naples, Fl 34112 AUTHORIZED REPRESENTATIVE ,$7. fj.A. ,/7
Meade Collinsworth/ZO ~;%u _J~r;v;'
ACORD 25 (2001/08) @ACORD CORPORATION 1988
"-.--^, --
10 E ""
,;:
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not conter rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the lerms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s),
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authoriz.ed representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies lisled thereon,
ACORD 25 (2001/08)
..~._...,- ----.- - "'---~~""_._--_..
10 E
~ OP 10: KW
ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE IMMIODfYVYYJ
~ 04/07/11
THIS CERTIFICATE IS ISSUED /lS 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 BElWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER
IMPORTANT: If the certificate holder is an ADDITIONAL. INSURED, the policy(i9s} must be endorsed. If SUBROGATION IS WAIVED, subject to
the tenns 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 endorsemen-i(s').
PRODUCER 239.939.1400 CONTACT
NAME:
Five County Insurance Agency 239-939-3813 r...~g~o Ext: I ftf NOI-
14120 Metro~olis Avenue
Fort My."" L 33912 E-MA.ll
AOORESS:
Daniel G Dannenhauer P TOM RID",.JOHNS~1
INSURERIS} AFFORDING COVERAGE NAICf.
INSURED Johnson Engineering Inc INSURER A Valley Forge Ins Co-CNA-CAM
PO Box 1550 INSURERS: Continental Casualty- CNA..cAM 20443
Fort Myers, FL 33902 INSURER c. Transportation Ins. Co CNA~CAM 20494
INSURER D :
INSURER E '
INSURER F ;
COVERAGES CERTIFICATE NUMBER: 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 NOlWlTHSTANDlNG 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.
INs~1 ~ po~c;: ,i;"'.t,!:, r.~l,;!.I;i.'(~!:,,,
L TR TYPE OF INSURANCE POLICY NUMBER MMIDDfYYYV MMIDDNYYY LIMITS
i GENERAL LlA81l1lY EACH OCCURRENCE $ 1,000,00C
· i~._o>~'~'"' """".,,, ~"'" ~." ",,",1,"=.. , 50,00
CLAIMS-MADE [K] OCCUR M::D EXP IMyone person) $ 5,00
X Contraclual Liab PERSONAl & ADV INJJRY $ 1,000,00
X WaierCraft Liab i GENERilLAGGREGATE $ 2,000,00
n'L AGG:ErilE LIMIT APMS PER. I PRODUCTS COMP/OP~G $ 2,000,00
I POLICY X I ~g,9-,: LOC Oed $ 1,00
A.UTOMOBILE LIABILllY COMBINED SINGLE LIMIT I 1,000,00
c- (Eaaccldenl)
B ~ ANY AUTO BUA 1055828173 09115110 09115111
BODILY INJJRY {Perpersonl I
C- ALL OWN ED AUTOS BODIL Y INJJRY (Per accident) $
!- SCHEDULED AUTOS PROPERTY DAMAGE
~ i IPerBccldanlJ I
HIRED AUTOS
2<- NON-O'NNED AUTOS I ,
! I
~ UMBREl.l.A L1AB ~ ~CCUR EACH OCCURRENCE I 10,000,000
EXCESS L1AB CLAIMS-MADE AGGREGATE I 10,000,000
A 3011138632 09115110 09115111
, DEDUCTIBLE I I
L-
!X RETENTION $ 10,000 1 I
I WORKERS COMPENSATION NIJ X I T~~n~JI~S I IOTH-
Al'() EMPl.OYERS' LIABILITY V I N ER
C ANY PROPRIETORIPARTNERIEXECUTlVE 0 WC2058095500 09124110 09124111 E.L EAD-l ACCIDENT . 1,000,000
OFFICERJMEMBER EXCLUDED?
i (MandatoryinNH) E.L DISEASE EA EMPLOYEE $ 1,000,00
If yes, dasCflbeundar E.L. DISEASE POLICY LIMIT 1,000,00C
DESCRIPTION OF OPERATIONS belOW .
I ,
I
DESCRIPTION OF OPERATIONS I LOCA.TIONS lVEHCLES (Attac:h ACORO 101, Additional Ramarh Sc:hadul_, ir mOAl _pa~_ ia rtlqulrali:l)
~dJier County Is named as additional insured In regards to Project: RFP
9-5262-5 County WIde Engineering Services (Permitting, Surveying &
Mapping).
CERTIFICATE HOLDER CANCELLATION
COLL332
SHOULD ANY OF THE ABOVE DESCRIBED POliCIES BE CANCELLED BEFORE
COLLIER COUNTY THE EXPIRATION DATE THEREOF, NOllCE WILL BE DELIVERED IN
ADMINISTRATIVE SERVICES ACCORDANCE WITH lHE POLlCY PROVISIONS.
DIVISION
3327 TAMIAMI TRAIL E AurHOR1ZED REPRESENT'" TIVE
NAPLES, FL 34112 ~~
I
@ 1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD
----_..._~_.._---_. ._-~- .--
10E
C 1055828156 JOHNSON ENGINEERING, INC.
POBOX 1550
POLICY C!WilGES
NOTICE OF CANCELLATION GJ.5115A
This Chang-e Endorsement chang-es the Policy . Please read it carefully.
This Change EndOrilement is a part of your Policy and takes effect on the
effective date of your Policy, unless another effective date is shown.
NOTICE OF CANCELLATION SCHEDULE
FORM#,G15115A 30 DAYS NOTICE OF CANCELLATION OR MATERIAL COV CHANGE
10 DAYS NOTICE FOR NON-PAYMENT
Collier County
3327 Tamiami Trl E
Naples, FL 34H2
iiiiiii
-
.....
=
;;;;;;;;;
-
-
!!!!!!
=
=~.f.~ ~~
CIWrm.'" of 'the Board
G-56015-B (ED. 11/91)
~--,'~~- -"--.,.-,.-----..'.
-- -~-----_._-_.~--_._--_.<
10E l,!,1
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Johnson Engineering, 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
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
Johnson Engineering, Inc.
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TITLE: pf'e %:t vii-\-
DATE: IffJ(;\ '71 tall
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10 E
MEMORANDUM
Date: May 4,2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: Hole Montes, Inc.
Attached, is an original copy of the contract referenced above (Item #lOE),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
_'__'_'_,_,~'___~m____,.~___.._,__,._______....,.._ ",,----
10E ,
,
Co~ County Purchasing Department
3327 T amiami Trail East
-- - Naples, Florida 34112
Admnisllative Selvic:es Division Telephone: (239) 252.8375
Purchasing FAX: (239) 252-6597
Email: dianadeleoni1i)collierqov,net
www,collierqov,neVpurchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011 I
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10,E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements,
Please review the Insurance Certificate(s) for the following consultant:
Hole Montes, Inc.
. If the insurance is not in order. please contact the vendorlinsurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order. please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
'"'tfi:t'B~ ~
Risk Management Signature Date
(Please route to County Attorney via attached Request for Legal Services)
RECEIVED llKj
,4PR 1 4 2011
RISK MANAGEMENT
513 II
G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewoflnsurance4/15/20 1 0/16/09
-"-----~ ^~_.._,..._-"--,-,.~ - ~,--~ k"__",-,,,_,,_<~"_,____~,, ___~_.,,_.._.,,_.... __. .__.,,"
10 E
i
Contract 09-5262-S
"County- Wide Engineering Services" - Permitting (SPE); Surveying and Mapping (SSM)
THIS AGREEMENT is made and entered into this .1Y'day of 41r: I ,2011, by and
between the Board of County Commissioners for Collier County, Flofida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Hole Montes, Inc. authorized to do
business in the State of Florida, whose business address is 950 Encore Way, Naples, Florida 34104
(hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE)
2. Surveying and Mapping (SSM),
1
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NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth, The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
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Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
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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 hereby designates George H. Hermanson as its Principal In Charge
(hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate
CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order
CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
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1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
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10 E I I
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order, Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
16
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
17
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10 E
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
18
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
20
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
21
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
22
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
23
- -- ---- - _._------_._---_._.._._--_._-~._._,--_.._-------_.__.--_._~_..__...._---_.,-_.__...._--_._-~-- ---_.~~----_._,----_._._---,._...._-~
10 E
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODI FICA TION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Hole Montes, Inc.
950 Encore Way
Naples, FL 34104
Phone: (239) 254-2000; (239) 254-2099
Attn: George H. Hermanson
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article,
ARTICLE 17
MISCELLANEOUS
17.1 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.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
26
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10 E
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLlC 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
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10 E
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
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ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight 1;. Bro9k,C~1'k
":"', ....... -..'
~ .
By: , ,. ".',,".,, ".~..:~ c . By: ~W. ~
Date: _' ',. ii
; ,,~> ". ' .' -'j.\,,',... " ,': Fred W. Coyle, Chairman
It\11t'''~'~~ .
.......u ",!fi" .'
Approv as to form and
Ie sufficiency:
,J(a#^~iAW ~1vJ
Witness
STEPHANIE KAROL GEORGE H. HERMANSON. F.E.. SR. VP
Typed Name and Title Typed Name and Title
JtJz.
,. ' L (f Iirff.UJllft:U' au
Witness
TnRT I"'JlAVUn'UV11ATT
Typed Name and Title
Item# J~
Agenda 4/) ~ 11
Date I,
S --Lf"ll
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Permitting;
Surveying and Mapping)
This Work Order is for professional describe services for work known as:
Project Name: Project No
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order,
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
. Task I -
* Task II
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
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10 E , II
I
SCHEDULE B
HOLE MONTES, INe.
PROFESSIONAL FEE SCHEDULE
Date: March 14,2011
Project: Collier County
Senior Principal Engineer IX ..................................................................... $210.00 per hour
Principal Engineer VIII...............,.............................................................. $195.00 per hour
Engineer VII......,........................................................................................ $170.00 per hour
Engineer VI....................................................................... ......................... $155.00 per hour
Engineer V ..........,...................................................................................... $140.00 per hour
Engineer IV ................................................................................................ $130.00 per hour
Engineer III ................................................................................................ $115.00 per hour
Engineer II .................................................... .....................................,....... $100.00 per hour
Engineer 1.............................................................................................,..... $ 90.00 per hour
Environmental Operations Specialist...........,............................................. $ 90.00 per hour
Permitting Coordinator ........................................................................,..... $ 75.00 per hour
Senior Landscape Architect ...........................,.....................................,..... $135.00 per hour
Landscape Designer II ............................................................................... $115.00 per hour
Landscape Designer 1.......................................,..............,.......................... $ 80.00 per hour
Senior Designer.......................................................................................... $ 95.00 per hour
Designer ..................................................................................................... $ 85.00 per hour
Senior Computer Technician ..................................................................... $ 75.00 per hour
Computer Technician................................................................................. $ 65.00 per hour
Senior Contract Administrator ................................................................... $105.00 per hour
Contract Administrator .............................................................................. $ 90.00 per hour
Senior Construction Field Representative ................................................. $ 85.00 per hour
Construction Field Representative............................................................. $ 70.00 per hour
Senior Planner ............................................................................................ $155.00 per hour
Planner .........,............................................................................................. $ 90.00 per hour
Principal Surveyor .............,...............................................................,....... $145.00 per hour
Senior Surveyor ..........................................................................,.............. $130.00 per hour
Surveyor ..................................................,...,....................................,......... $110.00 per hour
2 Person Survey Crew................................................................................ $130.00 per hour
3 Person Survey Crew................................................................................ $160.00 per hour
4 Person Survey Crew..................................,............................................. $180.00 per hour
GPS Operator ..............................................,.............................................. $100.00 per hour
Technician IV............................................................................................. $ 65.00 per hour
Technician III...................,......................................................................... $ 55.00 per hour
Technician II .............................................................................................. $ 45.00 per hour
Technician I .........................,................................................................... $ 40.00 per hour
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
.~.._--_.,.
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SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
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Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used, The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes - No
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
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10 E
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
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(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
~~.,'_v_ ~ -- --,
10 E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
-
C-6
__"_"~'_'_,_~_H_~
10 E
(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
C-7
H"_<_." -- -- -
iDE
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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.
C-8
-
10 E
VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
"'*--"-".__._~. ...- -' .'__n_.
10E
(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.
C-10
-.-. - ~ -
10E
12/23/2010 12:07 Lutgert Insurance (FAX)2392625360 P.001
,~ PtelaoAL
. ACORd' CERTIFICA TE OF LIABILITY IN5URAN. CE DATE (MMlDDIYYYY)
12 21
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 holde" I. an ADDITIONAL INSUREO, the pollcy(les) must be endorsed. If SUBROGA nON IS WAIVE;O, subject to
the terms and conditions of the policy, certain pollel,"" may require an endof'1lemenL A stilwment on this certlflcate does not confer rights to the
certificate holder In lieu of 6ucoh endorsement s .
P'RODUCER
Lutgert Insurance - Naples F ~
PO Box 112500
Naples Ft. 34108
INSUII 6 AFFORDING COVERAGE HAle,
INSURER It .
INSURED HOLEM -1 INSUReR II:
Hole Montee. Inc INSURER C ~
HM&.A Building & Trus~ee, LLC IN5URERD:
P. O. Box 111629
Naples FL 34108 HSURER'I::
INSURERf:
COVERAGES CERTIFICATE NUMBER: 1965401963 REVISION NUMBER:1
THIS IS TO CERTIFY THAT THE POLICIES OF JNSURANCE L1S1CD BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD
INDICATED. NOTVVlTHSTANDING A~ REQUIREMENT, TERM OR CONCrnON OF ANY CONTRACT OR OTHER DOCUMENT \NlTH RESPECT TO 'llVHICH nus
CERTIRCATE MAY aE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
eXCLUSIONS AND CONDITIONS OF SUCH~ LIMITS SHOWN MAY HAVE BEEN RED~ PAID CLAIMS
I~~,.R TYPE OplllllSURAHCe: ~ &~ PO CY EXP LIMITS
D ~ERALUABIUTY 12082970875 11/2011 11/2012 ~NCE 11,000,000
~-.fQ,MMERCIA1.GENERAlUA8It.l1Y ~~_c.~_ SlOO,OOO
r- ~ CLAlMS-MADE EJ OCCUR Me:D EXP tArN Dos ......,) $5. 000
~ Cont.ractual Liab PERSONAl&N:JVINJURV $1. 000,000
.x Brc_denod. Cov.r GENERAL AGGREGATE 12 000,000
~LAGGRE~ELIMrrAP~S?ER: PROOUCTS.COMPIOP^GG $2 000 000
I I POLICY Ix I r::~J;>;. I I LOC $
o ~OMOBllE LIABIUTY :;Z08U70810 /lI2011 11/2012 1.1 000 000
~ ANY AUTO r--- BODIL'(lNJURY(Per~) I
~bLr8~ED ~5!i!~ULEO aODILYINJURY(Peraecld8l'11) I
t- ~ NON..o~ED PROPER .I;JAMPGE I
F- HIRED AUTOS I-=----- .limos I'll
i $
A ...-- UMBREUAUAB jx I OCCUR 2082970567 /l/~Oll /:./20~2 EACH OCCURRENCE $5,000,000
EXcess UA5 n ClAlMS-MADE AGGREGATE - 15.000,000
OED Ix I R~"T1""N"U I
C ,WORKERSCOMPeJol8ATlCN 110C3 /~/:;zon /1120:.2 x I.WC STA11.l-.1 IOJ.!:1"
AND ENPLQYERS" UABIL/TY Y / N
At-N I'ROPRIETORJPARTNER/EXECVTIVE 0 N/A E.L. EACH ACCIDENT !SOO.OOO
OFFICERlWEMBER EXCLUOED?
(IUnd.tory In NHl E.L DISEASe - EA EMPLOYE 1500 000 --
~est~::.w8N ~~PERATIONS lll3k1w E.L. DISEASE .POUCY LIMIT III 00 000
B ProfC!.uional r..iahility , H1l39887JO /1/2011 /1/2012 Per ClaiM 2,000,000
Aggregate 2,000,000
DESCRIPTION 01' OPERATIONS I L.OCAllON& f VI!H1CLES lAttllllh ACORe 101. AddlUllnlll Rarrllll"D SGt\eduta, If morw apacela rlqulr~'
The Certificate Holder is
dditional Insured, ~ Fax Numoer: 239:252:6597
,
CERTIFICATE HOLDER CANCELLATION
. SHQULD ANY O~ THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Col~l.e~ County Soard of County THE EXPII'CATION DATE TIEREOF, NOTICE WILL BE CeUVEREo IN
ComJ.s6J.oners ACCORDANCE \MTH me: POLICY PROVISIONS.
3301 Tamiami Trail East
Naples FL '341:12
AUiHORlZtoD Rl!!PRESENTAlM!:
iii> 1988-2010 C
ACORD 25 (2010/05) The ACORD name and logo are regIstered 'marks of ACORD
"-.---...",----.-. .-.- ,~,----~,_...-~,----~;,~,-~.~-----~--,._-_.~,--
10 E
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Hole Montes, Inc. hereby certifies that wages, rates and other
factual unit costs supporting the compensation for the services of the CONSULTANT to
be provided under the Professional Services Agreement, concerning 09-5262-S
"County Wide Engineering Services" are accurate, complete and current as of the
time of contracting.
Hole Montes, Inc.
_......'."-~,
BY:
TITLE: GEORGE H. HERMANSON. P.E.. SR. VP
DATE: -3/~J /;/
t I
D-1
------ ...._e._.....,_. _._M'___'''~___ .. ----*>- -- .-.,--...__.."----,~._.__..
10E H,
MEMORANDUM
Date: May 12,2011
To: Diana De Leon, Contract Technician
Purchasing Department
From: Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262-S: Engineering Services for Collier County
Contractor: Davidson Engineering, Inc.
Attached, is an original copy of the contract referenced above (Item #10E),
approved by the Board of County Commissioners on Wednesday, April 13, 2011.
The second original contract will be held on file with the Minutes and Record's
Department in the Board's Ot1lcial Records.
If you have any questions, please contact me at 252-8411.
Thank you.
Attachment
Co~ County 10E
Purchasing Department
3327 T amiami Trail East
~.'~ Naples, Florida 34112
Adrninisll'atille Services avision Telephone: (239) 252.8375
Purdlaslng FAX: (239) 252-6597
Email: dianadeleon@collieroov,net
www,collierqov,neUourchasinq
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 13, 2011
From: Diana De Leon, Contract Technician, Purchasin9 Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the followin9 consultant:
Davidson Engineering, Inc.
. If the insurance is not in order please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
-
By: ~
}
Risk Management Date
(Please route to County Attorney via attached Request for Legal Services)
RECEIVED ~~ ~I,,!tl
APR 1 4 2011
RISK MANAGEMENT
G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewoffnsurance4/15/201 0/16/09
" <-'-"~-"'-~-~~- < -_.~_.'._._-, "~----"-""'.'. <._.~,.". '_"'~'~_"'~'_",'~_~O -'''--''---~"-~-'-
10E
Contract 09-5262-S
"County- Wide Engineering Services" - Permitting (SPE)
THIS AGREEMENT is made and entered into this / -:'1''\day of Apr: I ,2011, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Davidson Engineering, Inc.
authorized to do business in the State of Florida, whose business address is 3530 Kraft Road, Suite
301, Naples, Florida 34105 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE),
1
--,"- ~-_.="-_._._-- -""'-_._'-~""--'- . ,_._~-"
10 E
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSUL T ANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
- ",,_~__.~u,~,._,,_._....,_.._,^ M~^____,..______^~__
10E
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
~'-"-"'--"-~_"'""-'-'._-- "._'._-_._~.~-_.,. """._---,--.....--"_...--, --<-_..._---~_._--_.---
IDE
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 hereby designates Jeff L. Davidson, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
4
....~-,..,~. '''_.'~--~--'''''-'"---~'''~'''- "~'~""~'--"""""'....._""""-'~'
10E
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
---~~-_._.,...,"--'".- - ,._._.----~-""-,~ '-,--_._-"--' ,.._-~----------_._._---,._-_.
10E ,
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the 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.
6
'- ,__~,_<o,.,.~ -" -_._.,,--"..._---------~~-
10E
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
7
_"~_v_,.'~____'_ " " .........<- -,,,,~,^,^.'~'.'.'-""--''''_--' -~--~_.
ARTICLE 3 10E
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
8
..__.__._-_...._~- - ',.' ~"'"---""""-' _.,--.""._~.-.~~-_..."""";-~~~~.._._.. _m"__."__._,'._____'"_.___.._
10E
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
9
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10E
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
10
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10E
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
11
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10E
subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as set forth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
12
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10E l
I
5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
14
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lOE
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above In paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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10 E
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
16
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10E
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 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.
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10E
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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10E
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSU L T ANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
20
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JOE
12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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10E
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13 IDE
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODI FICA TION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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iDE
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:
Davidson Engineering, Inc.
3530 Kraft Road, Suite 301
Naples, FL 34105
Phone: (239) 434-6060; Fax: (239) 434-6084
Attn: Jeff L. Davidson, PE
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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.
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10E
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
26
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10E .
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
27
',--~_.' .".~...~ --<.'_.'<'~- .""'...- ,_~,,--~,_-~-'-'-"--~--------_.,
10E
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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
28
"_. ~-"<-"..~<.'''"-~---> ...-..-----,,-.- - _...._..._--,--~"....^ ..._.,-,._,---~._,.,_._-~-"_..~-~,~.,--_._.~
iDE
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seQ. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
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iDE
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
\C COLLIER COUNTY, FLORIDA,
~.
^~W.~
qate: .' ..~i~L( By:
Fred W. Coyle, Chairman
' Attest'uto 41,.....,
'(..~~tureotll .
, .
Approved as to form and
~~e;?)~
~ County AttorneY- ::V~d~~~~:C.
~/AO ~
itness Jcft'(1)'Ll\lldScn- "PrcSldent
1tU II flmrl i n - S;\z J (@e:L.J--Cmd.
Typed Name and Title Typed Name and Title
~~~-~~o:li~
Typed Name and Title
.-..---,-....
iao:n# JDE:
P,?;"da t{ J/'t-I~ I"
[;,:;:,!;,
~~\
. _1:.L
30 L:CPl;:Y Cicrk
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"
SCHEDULE A IOE
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Permitting)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
. Task I -
. Task II -
. Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task iI $
Task ill $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
.-.'. - ... -,_.'~~"-'------>'-"'-"'-'--""-'- _".6 ._~'.- -~-'~""""--'-'~"-- --------,,--
DE 10E
DAV1DS9.N
SCHEDULE B
Contract No. 09-5262-S "County Wide Engineering Services (Permitting)"
Standard Hourly Rate Schedule for all disciplines
Personnel Catel!orv Standard Hourlv Rate
Principal $195
Senior Project Manager $165
Project Manager $148
Senior Engineer $155
Engineer $119
Senior Inspector $85
Inspector $65
Senior Planner $140
Planner $110
Senior Designer $115
Designer $100
Senior Environmental Specialist $145
Environmental Specialist $115
Senior GIS Specialist $145
GIS Specialist $100
Senior Project Coordinator $85
Project Coordinator $75
Clerical $60
Attendance at Public Hearings/Public Meetings (1.5 x BilUng Rate)
Expert Witness Testimony (1.5 x Billing Rate)
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support and
other services shall be mutually negotiated by the County and firm on a project by project basis as needed.
--_._~
,~_..~_..~.x_
10E
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
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10 E
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 shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C.2
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IDE
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
-
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
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IDE
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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C.4
._._,_.,___.___.,____.~,~__.~_...w_ ...~ -,..__.~.------~_......-~-",---_.."..,.,.,._._~---_..-'---"_..~---_.....~~-_._._._~_.__._~,~----
10 E
(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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C.5
""~-~~---"-'- - ---,-'.-'.~.~---,-
10E
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
-
C-6
-. ~"'"~"_.'--""" ---'""'-~' ,---~---,_._-_.__.__..,
10 E
(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
C-7
~.""-'---~.'_'. ..- -'----'---""."'-- -<<---"".,"_._"_._-"._._,.....,...._.~,_..__."...~
10E
x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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%) red uction 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.
C-8
..,.,...._-,._..~,,_.,-_."--_.._...,~.. "'---"'''~''''''-' ,.",-_. ------- ._,--~ ----',----
lOE
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
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10 E
(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.
C.10
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10 E
DA VIENG-01 NASI
ACORD,,, CERTIFICATE OF LIABILITY INSURANCE ! DA ne lMMIDoryyyy\
51212011
I PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
I Automatic Data processing Insurance Agency. Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
1 ADP Boulevard ALTER THE CqYERAGE AFFORDED BY IHE POLICIES BELOW.
Roseland. NJ 07068
i INSURERS AFFORDING COVERAGE NAIC#
jlNSURED Davidson Engineering, fne Ir>jSURER A PBOA, InclEverest
3530 Kraft Rd II;SURERH
Suite 301 -',SURER" I
Naples. FL 34105 iLSURf:'RO
iNSURER'
COVERAGES . 1
THEf-;OU,''':lfS OF IN~,Uf'ANCE Llsn') BELOW H!WE BEEN ISSUED TO THE INSURE) NAMeD I\B(JVE FOR THE. POUCY PERIOD INDICATED NOTV\HHSTfl.ND!NG
i A,NY II: !;oM OR cor~DiT!()N 01' ll.NY CONTRACT OR cnlEH DOCUMf,NT WITH RESPECT TO 'MilCH THIS CEfnlf'lCATE Mf,Y BE ISSuED OR
MAY 'liE 'NSURN~CI: ;.,fTORDED ['IV THf; POL:CI"S DFSCRIBED HEREIN IS SU8JECT TO At.'. THE TERMS EXCLUSIONS AND CONDTQNS Of SUei" I
~'OLl(IES IMi7:: ,;HCJVVN MAY HAVE BEEN REDUCED t\Y PAID Cl.^IM~'
IN9R)A0l.1.( POLlCY EFFECTIVE , POlicy E'XPIRATION
TYPE OF INSURAN~.!L_._;-__~JCY NUMBER ~ATE fMMIOOfYYL.: DATE IMMIODNYI l.IMITS
-~------ "
GENERAL L1ABIUTY EACH OCGURRf.NCE .
, DAMAGFTQ"Rf:NTEO
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AUTOMOBILE UABIUTY COMB'NED SINGLE LIMIT
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.\NV AJI() ()'rHfJ.~ lfV\N Eft,ACe S
AUTOOMY AGG S
EXCESSJUM8RELLA UABIUTY i r ACH OCCLJRflEt-K:f
O,';';f<: [~] c: t,IM:~ MADE AGGRfGft.re $
UfoDucr:81.E ,
WORKERS COMPENSATION AND
A EMPLOYERS' LIABILITY A5400001104-101 9111/2010 9111/2011 1,000,00
t L [,o,CH t\':':;CCf'~r'
i_ ~Sl::ASE fA f'.'.WL~)f[_E S 1.000,00
1,600,666
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,
I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS
I
! ,
i
I
CERTIFICATE HOLDER CANCELLATION
Collier County Government SHOULD ANY OF THE ABOVE DESCRIBED pOUelfS BE CANCELLED BEFORE me EXPIRATION
3327 Tamiami Trail East DATE lllEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL 1 Q DAYS WRITTEN
Naples. FL 34112- NonCE TO HIE CERTIFICATE HOLDER NAMED TO THE LEFT, SUT FAILURE TO DO SO SHALL
IMPOSE NO CaLlGA nON OR LIABILITY OF ANY KiND UPON THE (NSURER. ITS AGENTS OR
REPRESEN1"ATlVES. ",.,=
AUTHORIZED Rn'RESENTATfVE8- ..........,.....-
ACORD 25(2001108) ~~
@ ACORD CORPORATION 1988
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\15/132/2011 13:"~ 'd3'::l! 1444bl leU ~UI'<KI-Y-\k'lJ! r'1-\\.:U: tJ.t1 t!L
CERTIFICATE OF INSURANCE 10E
~ This certifies that o STATE FARM FIRE AND CASUA~TY CoMPANY, BIoominglon, IlIinoi.
o STATE FARM GENERAL INsuRANQE COMPANY, Bloominglotl, illinois
o STATE FARM fiRE AND CASUALTY COMPANV, Se8rborough, Ontario
.- [i!J STATE FARM F~OR1DAINSURANCE COMPANY, Winter Haven. FiQrida
o STATE FARM LLOYDS. Oal""'. Texas
insures the following pofieYholder for the ooverages indicated below:
Policyholde< DAVIOSON ~~INEERtNG INC
-_._~ ...~----
Address of poIieyhOldeJ 3530 KRAFT RD STE 301. N~~LES. FL 3410;
--..- ---- --
Location ot' operations ------ --_.~
Deserlption of operations
..
The polICies listed below have been Issued to \he pollcyhold';;"ior the poIiey periods shown, The insurance d&$Cl'ibed in these policies Is
subject to all the terms. el<Ciusions, and condition$ of _ policies. The IIml\1l of IillbiIlIy shown may have been reduoed by any paid dllllms,:_~
POLICY PERIOD LIMITS OF LIA8IUTY
POLICY NUMBER TYPE Of INSURANCE ElJecllw Daile i ElqlIndIon DalIe (at beginnIng of policy period)
.
98 BB B3067 comprehensive 12/10/10 : 12110/11 BODilY INJURY ANO
Business liability ... PROPERTY OAMAGE
'. This insurance- indUdes:- -. ~'p;(jdUCi$-~c;,mp",iedOp9ioiiiO<i."" ..~
~ contractual Liability Each oocunence $ 1, OGO, 000
18! P_llnjury
~ AdvIilttisin9 Inju'Y GeneNli Aggregate $ 2. 000. 000
0
i~ Productt; - Completed 52,000.000
Operations
-~
POUCY PERIOD BODILY INJURY AND PROPERTY DAMAGE
exCESS LIABilITY Efl'ecti...OaI>> i ~DalIe (Combined Single Umi~
98 aa S3079 18! Umbrella 12/10/10 12/10/11 Each occurrence $1,000,000
o O\h<lr Aggregate $
POLICY peRIOD Parll- Workers Compensation ~-~;y
~ Oatil : ElqII_ DIlle
Wori<erS' Compensation : Pari II - EmPloyern Liabitily
ond Employers Liability Each Acciden' $
Disease. E$Ch Employee $
Disease. PoIlcv Limtt $
POUCY pERIOD UIlIITS OF LlAfiIILITY
POUCY NUMBER TYPe OF INSURANCE Effe<:tiW ca. i I!lq:ll_ DIlle (al beginning of policy period)
---..--------- : -~-- 1--
~-_..,.~,_...".
:
THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRIlIATI\IEl. Y NOR NEGAnvEL Y
AMENDS, EXTENDS OR ALTERS llIE COVERAGE APPROVED BY ANY POLICY DESCRIIlI!D HEREIN.
Name and Address of CertitiMle Holder If any of the d&$Cl'ibed poticieo ,n canceled before
AND ADD'~ lNSORED: thelt expit:ation dabe, state Fann will try to mail a
Collie~ County Government written notice to the certillc:ate I'lOIder 30 days before
cancellalfon.lfhowever. we fail to mail such nolice.
3327 Tamiami Trail Ea~t no obligation or liability will be impolf<ld on S-
Naples, Florida 34112 :arm~?~\$ or representative..
SgnotureolAulho_ ~""'llVe
AGENT 05/02/2011
1'''''' Date
-'TED K BURKHARDT
Agtlflt Name
Te~phone Number 2>9-174-5400
r .-- ~ ~--' _._.__."..._~-
Agent's COde Stamp
Ag8nfCode 2752
l AFO Code F.609
55S-~ B.t Rev 11..(l3.2OO<( Printed in U.s,A.
--_..---<,,-----------'" '."..---"--
<<"^- -~-~
-,--,,'_.."'-,---"_.~. ._..,,~._---,_.
.-.,-.....----- --
~~--,~-
05/02/2011 13: 20 '2397744451 TED BURKHARDT PAGE 01/02
11I'41"0"'. IDE
.. ~FICATE OF INSURANCE
........:~
SUCH INSURANCE AS Rf!SPECTS THE INTEREST OF THE CERTIFICATE HOLDER NAMED BELOW WILL NOT BE
CANCELED OR OTHERWISE TERMINATED WITHOUT GMNG 10 DAYS PRIOR WRIT1l:N NOTICE TO THE
CERTIFICATE HOLDER, BUT IN 1<10 EVENT SHALL THIS CeRTIFICATE BE VALID MORE THAN 30 DAYS FROM
THE DATE WRITTEN. THIS CERTIfICATE Of INSURANCE DOES NOT CHANGE THE COVERAGE PROVIDED BY
ANY POLICY DESCRIBeD BELOW.
This certifies that [6j STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY of Bloomington, Illinois
o STATE FARM FIRE AND CASUALTY COMPANY of Bloomington, Illinois
o STATE FARM COUNTY MUTUAL INSURANCE COMPANY OF TEXAS of Dallas, Texas
o STATE FARM INDEMNITY COMPANY of Blooming loll, llfinois, or
o STATE FARM GUARANTY INSURANCE COMPANY of 6loomington, Illinois
has coverage in fort:e for tI1e following Named Insured as shown below --.-"--.--
NAMED INSURED: CAV1DSON ENGhNEERING, I~C ---~--- ~
ADDRESS OF NAMED INSURED: 3530 KRAFT RD STE 301, NAPLEST r~ ~4105 ,--1
POLICY NUMBER 411 2905 D31 59 419 8169 Fl2 ,9 ---1--- ~
EFFECTIVE DATE
.Q!'..!".OllCY 10/31/10-10/31/11 1 12/11/10-12/12/11
DESCRIPTION OF I
VEHICLE Qrn:iud1n9 V1N) 07 CHEV'{ EQUINOX D1 CHEVY TAHOE
2CNDL13~67601756e 1~FK13047F3041SB 'I
LIABILITY COVERAGE 181 YES 0 NO 181 YES DNO [6jYES oNO DYES DNO
--,---- .=-
LIMITS OF LIABILITY 1
a. B<>dUy Injury I
I
I EaCl1 P"",on 1,000,000 1.000,000 I
EaCl1_ 1,000,000 1,OOO,OOIJ
b Property Damage -
Each Accident 1, 000,000 -!LODG/DOC
c. Bodily Injury & --
I
Property Damag~ ,
Single Limil I
Eac~ Aceidenl I- I ~
PHYSICAL DAMAGE i [6jYES ,
I COVERAGES oNO [6jYES OND DVES ONO DYES 01'10
\ a_ Comprel1er1.ive I $ 100 DclduGltlle $100 Deduolibl. $ DedUtllble $ Deductible
[gJ YES DNO [gJ YES ONO DYES DNO ' DYES oNO
D. Collision $ 250 Ooduc\lble $ 250 Dodu<:tibIe $ [)od_ $ OedllCllblo
EMPlOYERS NON-OWNEO -...
eM. LIABILITY CClIIElW3E 181 YES oND DYES [6jNO DYES oNO DYES oND
HIRED CI\R UIIBIUTY 181 YES DNO ~~S [6jNO DYES DNO
COVERAGE DYES DNO
FLEET. COVERAGE FOR -
All ONNEDNlD LJCEHSED [6jVES oNO DYES l6INO I DYES DNO DYES
I MOTOIl Vl!HICLES ONO
-- ,
S' nai ~ A.GENT 59-2752 05/02/2011
'9 ""' oIAllthortzed_- Tille Agent's Code Number Date
Name and Address of Certificate Holder Name and Address of Agent
I ANt) ADD~l, tN$rJRED; TED BORI<HARDT --I
ColliBT County Govel;n:ment 7345 DAVIS BLVD STE 1
3327 Tamiami Trail East NAPLES. f'!, 34104
Naples. Florida 34112 PHi 239-774~5400
I _._-~
INTERNAl. STATE FARM USE ONLY: 0 Roq.-l __ CettifiCOUt of Insu......tor.abIIIly ~
12242i.i Rev'. 07.26~S 0 Request Certfficate Hoactcr to be addad M an Additional tnsured:
~_.~~----,~-_. ,-,"~'^-'-~--"'--
.,.....,-------
,.._~-_._- "","_'..M_._""__. -.,--.--.
~-- ------ --~_.._---_.~-
- -~--~_..,,_._-~.,~~--
~_..._~._-_.,,_.-
10 E
~ . __. "__"", 0_____ ---'..-.. --_.~.. 1 .H__
~LAG, CERTIFICATE OF INSURANCE, I~TE: 5/2/2011
PRoi:ii)'CER - "PHONE' 1800) 7483524 ~SCERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
I ' I
IFLAG Insurance Services 'CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
184 Court Street CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
,Freehold, NJ 07728 AFFORDED BY THE POLlCIY(IES) NOTED BELOW.
I ...-..--. .-
1-.-.'.' NAMED INSURED INSURER AFFORDING COVERAGE
Davidson Engmeenng Inc
3530 Kraft Road Suite 301 Underwriters at Lloyd's, London
Naples, F\ ~141 05
THE POLICIES OF INSURANCEUSTED BELOW HAVE BEEN ISSUED TO THE IHSURED NAMED ABOVE FOR THE POLICY
PERIOD INDICATED NOT WITHSTANDING 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 OF THE TERMS, EXCLUSIONS AND
CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TYPE OF INSURANCE POLICY NUMBER EFF, EXP. L1MITS/DEDUCTIBLES
DATE iDATE
---.-.,^- --- --
Each Occurrence: $1.000,poO,OQ
Protesslonalllabillty ANE1121615,lO 11/2412010 11124/2011 A re te: $1.000.000.00
J ._-- ..... -..__.,'.---
--'~ Persona! In < & Adv: $0.00 i
-....
RETRO DATE: Prod/Com La s A $ I oo~~~~__-----I
I I 11(24/98 Qeducti!?!~_:__.
_...---L... ...-- ...____ Agq. Deduct!ple: -------_.~--
ADDITIONAl. LOCATIONS,
-~---~-_._..,. ....-.--....--
DESCRIPTION OF OPERATIONS/SPECIAL PROVISIONS:
1-------- ---1
,CERTIFICATE HOLDER: ._~."---'''''",'--- CANCELLATION I
'CollIer County Government SHOULD ANY OF THE ABOVE POLICIES BE CANCELLED BEFORE THE ,
,
3327 Tamiaml Trail Easl EXPIRATION DATE INDICATED, THE ISSUING INSURER WILL ENDEAVOR TO I
Naples. FI 34112 ,MAIL -'!JLDAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED I
ITO THE LEFT. FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR I
LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR '
REPRESENTATIVES.
IAU-YHORIZEDREPRESENT ATIVE ._-,-,.._~_.._---.__._- ----.---."
(),Q"j-<:..'>i (n,\,QtD)' ',.)
,
L.,.,. -.-...-.---' no -~--._--.~._"...,--
..M.__ -_._."~--,,,- ,_.___,,~___"'.'.m .----.. .. ...._.._---_.__._~~_._--_._._".-..-
-~----,..~-.,~-,----, ---,.~ - .-...--..--- _._-~..- ".. ~'_m"__'_.__
lor
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Davidson Engineering, 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
09-5262-S "County Wide Engineering Services" are accurate, complete and current
as of the time of contracting.
Davidson Engineering, Inc.
~
(d<SD n
V(7"'P:>I (Jirrr
DATE: :!jdo,J II
I
D-1
.-......---.- .,' _ '_~r____~'_m_"~.._~~. _....._---"--"..".,-.~~,~-~----.~~-~--_._.-.--_.-.-_. - ._ _~.".."'.___mH
iDE ,~
~
MEMORANDUM
Date: May 19,2011
To: Diana DeLeon, Contracts Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262S "County-Wide Engineering Services"
Contractor: CH2M Hill, Inc.
Attached is an original copy of the contract referenced above, (Item #10E)
approved by the Board of County Commissioners April 13, 2011.
The second original will be held on file with 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
10 E 1
~.Cmmty Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
Administmtive Servia:s Dvision Telephone: (239) 252-8375
Purcha.sing FAX: (239) 252-6597
Email: dianadeleon@collierQov.net
www.collierQov.net/purchasinQ
Memorandum
Subject: 09-5262S "County-Wide Engineering Services"
Date: April 2'\;72011
From: Diana De Leon, Contract Technician, Purchasing Dept.
To: Ray Carter, Risk Management
These contracts were approved by the BCC on April 13, 2011 Agenda Item 10.E
The County is in the process of executing contracts with sixteen (16) consultants. The insurance
requirements are on page C-11 of the original agreements.
Please review the Insurance Certificate(s) for the following consultant:
CH2M Hill, Inc.
. If the insurance is not in order. please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send
to the County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order. please acknowledge your approval and send to the County Attorney's
office via the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
In
~
"J
Date
(Please route to County Attorney via attached Request for Legal Services)
~~ DATE RECEIVED
. APR 2 7 2011
<;V~\ II RISK MANAGEMENT
G/Acq uisitions/AgentF ormsand Letters/RiskMgmtReviewofl nsu rance4/15/20 10/16/09
10E ,..~
~~~
MausenGeorgina
From: CarterRaymond
Sent: Monday, May 09,2011 10:47 AM
To: DeLeon Diana
Cc: MarkiewiczJoanne; MausenGeorgina; HerreraSandra
Subject: Contract 09-52625 "County-Wide Engineering Services"
All, Risk Management has approved the insurance certificate(s) associated with contract 09-5262(s) provided by
CH2MHill.
The contract will now be forwarded to the county attorney's office for their review.
Thank you Diana for your help on this one!
Ray
7la". Ca1r.t:.eh.
Manager Risk Finance
Collier County Board of County Commissioners
3311 East Tamiami Trail, Bldg D
Naples, FL 34112
httD:/Iwww.collieraov.net
Office 239-252-8839
Personal Mobile 239-821-9370
Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send
electronic mail to this entity. Instead, contact this office by telephone or in writing.
1
10 E ,
..
,,--; CH2MHILL
<.'
SECRETARY CERTIFICATE
I, Paula W. Chase, Assistant Corporate Secretary of CH2M HILL, Inc., hereby certify that the following is a
resolution adopted by the Board of Directors by Unanimous Written Consent on July 7,2008. I further certify that said
resolution is in full force and effect as of November 11, 2009:
BE IT RESOLVED that the authority to execute, on behalf of this corporation, or any of its affiliates or sub-
sidiaries, agreements pertaining to performing services for clients is hereby granted by this Board of Directors to
all designated officers of the corporation.
BE IT FURTHER RESOLVED that the President or Chief Financial Officer may, from time to time,
authorize individual employees of the corporation, or any of its affiliates or subsidiaries, to execute agreements
pertaining to performing services for clients. Provided, however, that such authorization is in writing authorizing
the individual by name and title to execute agreements.
BE IT FURTHER RESOLVED that the authority to execute, on behalf of this corporation. or any of its
affiliates or subsidiaries, agreements other than those pertaining to performing services for clients is hereby
granted by this Board of Directors to all designated officers of the corporation.
BE IT FURTHER RESOLVED that the President or Chief Financial Officer may, from time to time,
authorize individual employees of the corporation, or any of its affiliates or subsidiaries, to execute agreements
other than those pertaining to performing services for clients. Provided, however, that such authorization is in
writing authorizing the individual by name to execute agreements.
I further certify that Alan F. Bollinger is Designated Manager and Business Vice President of CH2M HILL,
Inc., and has been granted authority in accordance with the above resolution and may sign documents on behalf of
the firm in an amount up to $25,000,000.
Dated this 11th day of November, 2009.
(
~~O CJL{{se~/
State of Colorado
County of Douglas
Subscribed and swom to before me by Paula W. Chase. known to me to be the Assistant Secretary of CH2M HILL,
Inc., this 11th day of November, 2009.
,/
,./ ,. .;:/ ~
f G_~'-_- ~/V
~""l_" -'- // -,:~> ':-4~ .......... ('I
Notary Public ?1. .' '.
My commiSSion expires: tiO /"'1) f ':t.....~
R"'i; <::' 0 \";0
~n i Q) f ~ ;-<;1
Q: r- .l> !r~
4 f(., \ - ~.:r- ff
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10 E -~
., "
Contract 09-5262-5
"County- Wide Engineering Services" - Permitting (SPE)
THIS AGREEMENT is made and entered into this /3"'t0day of ~;, ( ,2011, by and
between the Board of County Commissioners for Collier County, FI nda, a political subdivIsion of the
State of Florida (hereinafter referred to as the "OWNER") and CH2M Hill, Inc. authorized to do
business in the State of Florida, whose business address is 5801 Pelican Bay Boulevard, Suite 505,
Naples, Florida 34108 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT engineering services expeditiously when a need arises in connection with a Collier
County project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT engineering services on a
fixed term basis as directed by OWNER for such projects and tasks as may be required from time to
time by OWNER; and
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1. Permitting (SPE),
1
iOE I":~
f< "
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSUL T ANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Consultant engineering services (hereinafter
the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by
written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contracts shall be made in accordance with the current Procurement Administrative
Procedures, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are
required in a written Work Order. Any Services provided by CONSULTANT without a written
2
iDE . ~i.
I
Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such
Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such
Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach
an agreement with respect to such Services, including, but not limited to the scope, compensation
and schedule for performance of those Services, a Work Order shall be prepared which
incorporates the terms of the understanding reached by the parties with respect to such Services
and if both parties are in agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the
subject Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or
guarantee unto CONSULTANT that any specific amount of Services will be requested or required
of CONSULTANT pursuant to this Agreement.
1.2.5 CONSUL TANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
3
10E . ~
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 CONSUL T ANT pursuant to this Agreement.
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization or
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Alan Bollinger, PE as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSUL T ANT on all matters arising out of or relating to the Work Order. The
CONSUL TANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSUL TANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
4
101:
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional engineering services that will be required under this Agreement. The CONSULTANT
agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject
to the OWNER'S review and approval and shall be in accordance with the generally accepted
standards of professional practice in the State of Florida, as well as in accordance with all applicable
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
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 any design documents in no way relieves CONSULTANT of its obligation to deliver
complete and accurate documents necessary for successful completion of the Services required
under the subject Work Order.
1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the
following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
5
10E
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole
determination regarding deductions. After notification of deficiency, if the Consultant fails to correct
the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The
Owner may also deduct or charge the Consultant for services and/or items necessary to correct the
deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained
substitute performance.
1.8 CONSUL TANT 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.
6
IDE l ~~
i
, .
ARTICLE 2
ADDITIONAL SERVICES OF CONSUL T ANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSUL T ANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
I
Services. With respect to the individuals with authority to authorize Additional Services under this'
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSUL TANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSUL T ANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
7
10E '1'
~'1 ,
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSUL T ANT is obligated to commence and' complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSUL TANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSUL TANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSUL T ANT'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 dama'ges or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSUL T ANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through March 8,
2012 or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement
period have been completed. This Agreement may be renewed for an additional two (2) years,
renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSA TION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on or after the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period is
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subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
5.3 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.3.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable
expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the
Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work
Order and in accordance with Section 112.061, F.S., or as setforth below.
5.3.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT
as follows:
5.3.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
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5.3.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.3.2.4. Expense of models for the OWNER'S use.
5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.3.2.6 Other items on request and approved in writing by the OWNER.
5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the
aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
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5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.? Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSUL TANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
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task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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ARTICLE 8 iDE '11Il
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSUL TANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
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as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSUL T ANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSUL TANT, 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.
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9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 10
SERVICES BY CONSUL T ANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of" contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSUL TANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
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be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSUL T ANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSUL T ANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSUL TANT acknowledges and agrees that OWNER is a third party beneficiLry of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSU L T ANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such defaJlt will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSUL T ANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
1
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
l.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSUL T ANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODIFICA TION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
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: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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,,:,,:;::,
".,
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:
CH2M Hill, Inc.
5801 Pelican Bay Blvd., Suite 505
Naples, FL 34108
Phone: (239) 596-1715; (239) 596-2579
Attn: Alan Bollinger, PE
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 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
CONSUL T ANT 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.
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17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
17.9 The terms and conditions of the following Schedules attached hereto are by this reference
incorporated herein:
Schedule A WORK ORDER FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
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
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by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time 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 D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, 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
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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 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSUL T ANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
28
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ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST: BOARD OF COUNTY
COMMISSIONERS FOR
:/:; COLLIER COUNTY, FLORIDA,
~W.~
By:
Fred W. Coyle, Chairman
~
. t County Attorney
~~ CH2Xill~.
~~
By: ~
Witness
ShC4r\Y'cY1 D([4ttd I ~'I I rk. (CJv\~, p(~ A \~ r"\ \3,111 "'dot' ( - VP D~...~-h'o-.-u
Ty;Z_ I
Typed Name an Title
Witness
'1.3,1/ c'rc...., M - tJ.~ /r",.J
Typed Name and Title
Item # JOL
~ 91311
30 -'
,
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t"-l:
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 2011 (RFP/Bid 09-5262-S Permitting)
This Work Order is for professional describe services for work known as:
Project Name: Project No:
The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposal and the following:
* Task I -
* Task II -
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with
the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
name and title Date
APPROVED BY:
Department Director, Department Name Date
APPROVED BY:
Division Administrator, Division Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer Date
Type or Print Name and Title
A-1
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SCHEDULE B
CH2M HILL Rate Schedule
RFP# 09-5262-5
County Wide Enaineerina Services (Permittina)
Professional Hourlv Rate
Principal $ 195.00/hr.
Chief Engineer $ 17S.00/hr.
Senior Project Manager $ 170.00/hr.
Project Manager $ 160.00/hr.
Senior Engineer $ 155.00/hr.
Senior GIS Specialist $ 145.00/hr.
Senior Planner/Environmental Scientist V $ 140.00/hr.
Engineer III $ 125.00/hr.
Senior Designer $ 120.00/hr.
Planner/Environmental Scientist III $ 115.00/hr.
Engineer I $ 11 O.OO/hr.
GIS Specialist III $ 105.00/hr
Design Technician $ 10S.00/hr.
Planner/Environmental Scientist I $ 90.00/hr.
CADD Technician $ 8S.00/hr.
GIS Specialist I $ 75.00/hr.
Administrative Assistant $ 6S.00/hr.
Clerical $ 60.00/hr.
This list is not intended to be all inclusive. Hourly rate fees for other categories of
professional, support and other services shall be mutually negotiated by Collier
County Staff and CH2M HILL on a project by project basis as needed.
,--
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SCHEDULE C
INSURANCE COVERAGE
(1 ) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered a properly executed Certificate(s) of
insurance acceptable to the OWNER evidencing the fact that CONSULTANT has
acquired and put in place the insurance coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
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i
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
CONSUL TANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
C-2
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Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
purchase such coverages and charge the CONSUL T ANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
-
(1 ) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
C-3
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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)
- $1 00,000 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
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable x Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _x_ Yes _ No
C-4
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(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bod i1y 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 $2,000,000
Products/Completed Operations Aggregate $2,000,000
Personal and Advertising Injury $2,000,000
Each Occurrence $2,000,000
Fire Damage $ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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CONSULTANT. Deductibles or self-insured retentions carried by the CONSUL T ANT
shall be subject to the approval of the Risk Management Director or his designee.
(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable x Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
-
C-6
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(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
C-7
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x $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSUL T ANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the 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%) red uction in the aggregate limit of any policy,
CONSUL TANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSUL TANT 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.
C-8
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VALUABLE PAPERS INSURANCE
(1 ) In the sole discretion of the Owner, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1 ) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of 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.
C-9
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(2) CONSULTANT ag rees 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.
C-10
10 E
.---, I
ACORD@ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYVY)
~ 05/05/2011
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
MARSH USA INC. NAME:
r1JgNJo Exl\: I FAX
122517TH STREET, SUITE 2100 iAlc Nol:
DENVER, CO 80202-5534 E.MAIL
ADDRESS:
PRODUCER In il:
15114 -01234-ALL-11/12 TPA DE INSURERrSl AFFORDING COVERAGE NAIC#
INSURED INSURER A: Greenwich Insurance Company 22322
CH2M HILL, INC. INSURER B : National Union Fire Ins Co Pittsburgh PA 19445
5801 PELICAN BAY BLVD, SUITE 505
NAPLES, FL 34108 INSURER C : XL Specialty Insurance CO,
INSURER 0 :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: SEA-001637265-08 REVISION NUMBER: 5
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR I~~hlg)'y~\ 1~~TJgiv~\
LTR TYPE OF INSURANCE POLICY NUMBER LIMITS
GENERAL LIABILITY X EACH OCCURRENCE $ 1,500,000
f-- DAMAGE TO RENTED
A X COMMERCIAL GENERAL LIABILITY RGE5000255 05/01/2011 05/01/2012 PREMISES lEa occurrence 1 $ 1,500,000
r-- ~ CLAIMS-MADE 0 OCCUR
f-- MED EXP (Anyone person) $
X $500,000 SIR PERSONAL & ADV INJURY $ 1,500,000
GENERAL AGGREGATE $ 5,000,000
~'L AGGREAE LIMIT APnS PER: PRODUCTS - COM PlOP AGG $ 5,000,000
POLICY ~~RT LOC $
AUTOMOBILE LIABILITY X COMBINED SINGLE LIMIT $ 2,000,000
---:-:- (Ea accident)
A ~ ANY AUTO RAD5000254 (AOS) 05/01/2011 05/01/2012
A RAD5000256 (MAl 05/01/2011 05/01/2012 BODILY INJURY (Per person) $
- ALL OWNED AUTOS BODILY INJURY (Per accident) $
- SCHEDULED AUTOS PROPERTY DAMAGE
HIRED AUTOS (Per accident) $
-
NON-OWNED AUTOS $
-
$
X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 1,000,000
B - BE23465083 05/01/2011 05/01/2012
EXCESS L1AB CLAIMS-MADE AGGREGATE $ 1,000,000
- DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION X I T~~~nJI~-" I IOJ~-
AND EMPLOYERS' LIABILITY YIN
C ANY PROPRIETOR/PARTNER/EXECUTIVE 0 RWD5000252 (AOS) 05/01/2011 05/01/2012 E,L, EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED? N/A
C (Mandatory in NH) RWR5000253 (WI) 05/01/2011 05/01/2012 E,L, DISEASE - EA EMPLOYEE $ 1,000,000
If yes, describe under 1,000,000
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
RE: CONTRACT 09-5262-S COUNTY WIDE ENGINEERING SERVICES (PERMITTING).
THE CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED ON THE GENERAL LIABILITY AND AUTOMOBILE LIABILITY POLICIES AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT,
COVERAGE PROVIDED BY THE ABOVE GENERAL LIABILITY AND AUTO POLICIES SHALL BE PRIMARY AND IS LIMITED TO THE lIA81L1TY RESULTING FROM THE NAMED INSURED'S OWNERSHIP AND/OR
OPERATIONS.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
BOARD OF COUNTY COMMISSIONERS THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
PURCHASING DEPARTMENT ACCORDANCE WITH THE POLICY PROVISIONS.
COLLIER COUNTY
3301 TAMIAMI TRAIL EAST AUTHORIZED REPRESENTATIVE
NAPLES, FL 34112 of Marsh USA Inc.
I Sharon A. Hammer 0F?~ a -C#~E--r->
@ 1988.2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD
iQE '~
~ I
ACORDfP CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDNYVY)
~ 05/02/2011
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
NAME:
MARSH USA, INC. rA~l?N.t "x": I FAX
1225 17TH STREET, SUITE 2100 iAlc Nol:
DENVER, CO 80202-5534 E.MAIL
ADDRESS:
~~~~~~~~ In ":
15114 -00006-PLDED-11/12 TPA DE INSURER(S) AFFORDING COVERAGE NAIC#
INSURED INSURER A : Zurich American Insurance Co 16535
CH2M HILL, INC.
5801 PELICAN BAY BLVD, SUITE 505 INSURER B :
NAPLES, FL 34108 INSURER C :
INSURER D :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: SEA-001629348-07 REVISION NUMBER: 3
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR I t~~gg~, l~gT6gYv~,
LTR POLICY NUMBER LIMITS
GENERAL LIABILITY EACH OCCURRENCE $
I-- ~~~~~~~9E~~J';?ence\
I-- OMMERCIAL GENERAL LIABILITY $
I-- CLAIMS.MADE D OCCUR MED EXP (Anyone person) $
I-- PERSONAL & ADV INJURY $
I-- GENERAL AGGREGATE $
n'L AGGRnE LIMIT APFlS PER: PRODUCTS. COMP/OP AGG $
POLICY ~~,9,: LOC $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
I-- (Ea accident)
I-- ANY AUTO
BODILY INJURY (Per person) $
I-- ALL OWNED AUTOS
BODILY INJURY (Per accident) $
I-- SCHEDULED AUTOS PROPERTY DAMAGE
HIRED AUTOS (Per accident) $
I--
I-- NON.OWNED AUTOS $
$
UMBRELLA LIAB H OCCUR EACH OCCURRENCE $
-
EXCESS L1AB CLAIMS-MADE AGGREGATE $
- DEDUCTI BLE $
RETENTION $ $
WORKERS COMPENSATION I -r'X~~TtJN" I IOJ~-
AND EMPLOYERS' LIABILITY Y/N
ANY PROPRIETOR/PARTNER/EXECUTIVE 0 E,L, EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E,L. DISEASE - POLICY LIMIT $
A PROFESSIONAL LIABILITY' EOC3829621-09 05/01/2011 05/01/2012 Each Claim & Total For $1,000,000
All Claims. Retention: $500,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
RE: CONTRACT 09-5262-S COUNTY WIDE ENGINEERING SERVICES (PERMITTING).
'FOR PROFESSIONAL LIABILITY COVERAGE, THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAlLA8LE FOR CLAIMS PRESENTED WITHIN THE POLICY PERIOD FOR ALL OPERATIONS OF THE
INSURED, THE LIMIT WILL BE REDUCED BY PAYMENTS OF INDEMNITY AND EXPENSE.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
BOARD OF COUNTY COMMISSIONERS THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
PURCHASING DEPARTMENT ACCORDANCE WITH THE POLICY PROVISIONS.
COLLIER COUNTY
3301 TAMIAMI TRAIL EAST AUTHORIZED REPRESENTATIVE
NAPLES, FL 34112 of Marsh USA Inc.
I Sharon A. Hammer d.q~ a-oV~E~
@1988-2009ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD
1DE
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, CH2M Hill, 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 09-5262-S
"County Wide Engineering Services" are accurate, complete and current as of the
time of contracting.
CH2M Hill, Inc.
BY: A tL ~
TITLE: V p. O~-en:t-h~s
DATE: '-l ) 2-0 II I
,
D-1
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