Backup Documents 03/09/2010 Item #10C
IOCI:1
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Hole Montes
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
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ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 10,2010
To:
Office of the County Attorney
Jeff Klatzkow
From:
Diana De Leon, Contract Technician
Purchasing Department
S~I
b\A.l 3)6
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v
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: Hole Montes
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
MEMORANDUM
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TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Hole Montes
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
MEMORANDUM
IOCII
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1, 2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
~MA
vf!ole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'I
Tindale-Oliver
TLC
URS Corp
Vanus
WilsonMiller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
mausen 9
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From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonDiana
mausen g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul-Tech
. CPH
. David Plummer
. EMA
. HDR Engineeri':ync.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. URS Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAD RlS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
RLS # ---lb-W-C. (;)),51 D
CHECKLIST FOR REVIEWING CONTRACTS .
ElltityNllme:_Wks (Ym-\f"s I \ ~~ I 10 C '"
..6-.. s
L_Yes
Entity name coneet on contract?
Entity registered with FL Sec. of State?
No
No
Insurance
Insurance Certificate attached? ~ No
Insured registered in Florida? ~s No
Contract # &/or Project referenced on Certificate? ~ No
Certificate Holder name correct (BCC)? _ Yes __No
Commercial General Liabilif)!. . \, l ,. \.
General Aggregate Required $ 2M' Provided $ 2ma.l Exp. Date _'7 44\\
Products/CompVOp Required $-'--'-- "_ Provided $ -"--..~ Exp. Date _ r l ' ,
Personal & Advert Required $, I . J Provided $..l M ; \ \ Exp. Date ._---.!.~,
Each Occurrence Required $.. t Provided $ ~_J..L Exp. Date" , ,
Fire/Prop Damage Required $ SO _ Provided $-UlO.~ Exp. Date ft If
Automobile Liability \ J -Y4u
Bodily Inj & Prop Required $~ Provided $J.ty\~\ L Exp Date \
Workers Compensation
Each accident Required $ \ r<'~ \ I Provided $ ~ \L Exp Date __~
Disease Aggregate Required $ ---u-.-'- ' Provided $_'~ '--'-- Exp Date ..!L.....__-'--'-
Disease Each Emp! Required $_~_!__. Provided $lL _'1- Exp Date .'1_.--,-'
Umbrella Liability ~
Each Occurrence Provided $ -5.m.ill Exp Date _ . \
Aggregate Provided $ ---.!L ---'--'-. Exp Date _~--'-- '
Does Umbrella sufficiently cover any underinsured portion? ~,~ ~.__ No
Professiollal Liability I \ L
Each Occurrence Required $ \ Mi \ \ Provided $ 2m, \ \. Exp. Date ~ \
Per Aggregate Required $_.l.....l.-_.!J Provided $~Ll. Exp. Date if LJ
Other Insurance
Each Occur Type:____ Required $ Provided $_____ Exp Date ~
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond ______. ____
Does dollar amount match contract?
Agent registered in Florida?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
Attachments
Are all required attachments included?
--~
es
vj:s
___No
__No
~
Yes
Yes
No
Yes
Yes
_No
No
~es
~es
=-ys
__.__~_-=-NO
~_y s =--~~
es No
.- ---
~.NO .~
RCVieWerJnitjal.S~ _\ l
Dole ~ ,r--
04-C().~] _01 V
No
No
No
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Florida Profit Corporation
HOLE MONTES, INC.
Filing Information
Document Number 449782
FEI/EIN Number 591518838
Date Filed 04/03/1974
State FL
Status ACTIVE
Last Event NAME CHANGE AMENDMENT
Event Date Filed 11/29/2000
Event Effective Date NONE
Principal Address
950 ENCORE WAY
NAPLES FL 34110
Changed 02/20/2001
Mailing Address
950 ENCORE WAY
NAPLES FL 34110
Changed 03/07/2008
Registered Agent Name & Address
WOLSKI, JOHN R
950 ENCORE WAY
NAPLES FL 34110 US
Name Changed: 11/01/1996
Address Changed: 02/20/2001
Officer/Director Detail
Name & Address
Title PO
TAYLOR. THOMAS M
950 ENCORE WAY
NAPLES FL 34110
TitleVD
HERMANSON, GEORGE H
950 ENCORE WAY
NAPLES FL 34110
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TitleVD
MURRAY, ROBERT L
6200 WHISKEY CREEK DRIVE
FORT MYERS FL 33919
Title ST
WOLSKI, JOHN R.
950 ENCORE WAY
NAPLES FL 34110
Title VD
BRYLANSKI, RICK
6200 WHISKEY CREEK DRIVE
FORT MYERS FL 33919
TitleVD
BENSON, RONALD E
950 ENCORE WAY
NAPLES FL 34110
Annual Reports
Report Year Filed Date
2008 03/07/2008
2009 03/18/2009
2010 02/18/2010
Document Images
02/18/2010 -- ANNUAL REPORT
03/18/2009 -- ANNUAL REPORT
03/07/2008 n ANNUAL REPORT
03/12/2007 -- ANNUAL REPORT
03/09/2006 -, ANNUAL REPORT
03/30/2005 n ANNUAL REPORT
02/10/2004 -- ANNUAL REPORT
04/28/2003 -- ANNUAL REPORT
02/26/2003 -- ANNUAL REPORT
02/03/2002 -- ANNUAL REPORT
02/20/2001 n ANNUAL REPORT
11/29/2000 -- Name Change
03/24/2000 -- ANNUAL REPORT
04/14/1999 ANNUAL REPORT
01/22/1998 -- ANNUAL REPORT
02/19/1997 -- ANNUAL REPORT
04/05/1996 ANNUAL REPORT
03/22/1995 -- ANNUAL REPORT
02/03/1995 ANNUAL REPORT
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Contract 09-5262
"County- Wide Engineering Services" - Aerospace (AE), Civil-Public Utilities Water,
Wastewater and Irrigation (CI-PU H20), Civil-Public Utilities Facility Design (CI-PU Design),
Civil-Transportation Roads (CI-Roads), and Civil-Transportation Survey (CI-Survey)
THIS AGREEMENT is made and entered into this ~ day of Mo..'uJ-... ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Hole Montes, Inc, authorized to do
business in the State of Florida, whose business address is 950 Encore Way, Naples, Florida 34110
Florida (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
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u ~~'! ~;\':~i
1. Aerospace (AE)
2. Civil-Public Utilities Water, Wastewater and Irrigation (CI-PU H20)
3. Civil-Public Utilities Facility Design (CI-PU Design)
4. Civil-Transportation Roads (CI-Roads)
5. and Civil-Transportation Survey (CI-Survey)
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
2
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CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in 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.
3
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1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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 CONSU L T ANT 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, P.E., 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.
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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.
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
5
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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
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
6
10 C ,t'
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 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
7
1,Ge'l
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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:
8
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing 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
9
1 me II
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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
10
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Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
11
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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
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
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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.
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
13
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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.
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.
14
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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
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
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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.
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.
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l' S~!
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions,
9,3,2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9,3,3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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
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personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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
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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.
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
20
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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.
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.
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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.
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
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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.
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 soiely 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
23
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costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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, Purchasing Building
3301 Tamiami Trail East
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Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Hole Montes Inc.
950 Encore Way
Naples, Florida 34110
Telephone: 239-254-2000
Fax: 239-254-2096
Attn: George H. Hermanson, 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.
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
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
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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
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.
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19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
28
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either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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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"j' f>~
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:
Date: \fV'v1(~ 1\0 I ').DIO
-- - . 1 ... CIIa..,..... f
......... ..... ~
By: MW-~
Fred W. Coyle, Chairman .
[~L
. . County Attorney
De.p1
A ~ hcu0 tlw. rtJ
Witne s
STEPHANIE KAROL. EXECUTIVE ASST.
Typed Name and Title
vYW1lit2 fllMhNtI<i'a~f
Witness
PAULETTE CHARBONNEAU. PERMIT COORD.
Typed Name and Title
By:
eorge H. Hermanson P.E.
SENIOR VICE PRESIDENT/PRINCIPAL
Typed Name and Title
30
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Aerospace (AE), Civil-
Public Utilities Water, Wastewater and Irrigation (CI-PU H20), Civil-Public Utilities Facility Design (CI-PU Design),
Civil-Transportation Roads (CI-Roads), and Civil-Transportation Survey (CI-Survey))
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 C h'lFl
Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
loe 1
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered 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
C-1
IOCII
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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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
IOC
.,
...:j
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
IOC ~..~
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
IOC
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
IOC
! ''"1
(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
laC
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
1 Oc' t~1
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
IOC
.~
'1.'"
~".,;;
(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,AC.' :1~
. .:~.. p'.:
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 09-5262
"County Wide Engineering Services"
are accurate, complete and current as
of the time of contracting.
Hole Montes, Inc.
-."
BY:
c.-z:~
GEORGE H. HERMANSON, P.E.
TITLE: SimleR VICE PRESIDENT/PRINCIPAl.
DATE: Ol/1l/20l0
D1
~
10 C r~
ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDNYVY)
~ 1/8/2010
THIS CERTIFICATE IS ISSUEP AS A MATTER OF INFORMATION ONLY ANP CONFERS NO RIGHTS UPON THE CERTIFICATE HOLPER. THIS
CERTIFICATE POES NOT AFFIRMATIVELY OR NEGATIVELY AMENP, EXTENP OR ALTER THE COVERAGE AFFORPEP BY THE POLICIES
BELOW, THIS CERTIFICATE OF INSURANCE POES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEP
REPRESENTATIVE OR PROPUCER, ANP THE CERTIFICATE HaLPER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies} must be endorsed. If SUBROGATION IS WAIVEP, 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: Amv Ruiz
Lutgert Insurance - Naples PHONE ..I'AX
PO Box 112500 (Ale ~,-~_J(!l:239:::262-7171 . (A/e;, No):23S: 262.:: 5360
Naples FL 34108 J~D~_~~~~_a:r,-_tli,:z:@l utgertinsurance., com
PRODUCER
CUSTOMER 10 fl.: HOLEM - 1 ----.--- ----
-------------..----- -------------------- .--- ----- _____ __~S!l_~~_R(S) AFFORDING COVERAGE ____ NAle#
INSURED INSURER A ; FC(I J;nsurance Company 24570
Hole Montes, Inc J!'I~UR!=~!!~(QB011_el1j;_~I___Lnsu_:@!1ce Co-,--
HM&A Building & Trustee, LLC
P. O. Box 111629 _I~~'!_~_'!_~:_'I'..BP:NS P9EllD'__LQfL.INS CO 20494
Naples FL 34108 JNSURI~I!.~:__~ON:rJ_N~'I'_A...1_ CAS CO 20443
INSURER E ; I --
--------------
INSURER F :
COVERAGES CERTIFICATE NUMBER:l671029247 REVISION NUMBER: 1
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY
PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO
WHICH THIS CERTIFiCATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN is SUBJECT
TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
I~f~ -- -- ~;~-~~--;~-;~;;:NCE-----Tc"DDL
B GENERAL LIABILITY
I~J _~qMMERCIAL GENERA~~,IABILlTY
~_ CLAIMS-MADE 1_~__..J OCCUR
X Contractual Liab
X Broadened Cover
I GEN'LAGGREGATE LIMIT APPLIES PER
POLICY i:;-- PRO- -,
B I AUTOMOBILE LIABILITY
liJ ANY AUTO
U ALL OWNED AUTOS
~ SCHEDULED AUTOS
I X ; HIRED AUTOS
r-- -,
i X I NON--OWNED AUTOS
, I
POLICY NUMBER
2082970875
---POCfC'{EFF--poIlcy EXP -,-----------
MMIDDNYYY MMIDDNYYY
'1/1/2010 1/1(2011
LIMITS
EACH OCCURRENCE
-oAMAi:j!:--fC,i' Rt;IilTED
p'R~~ISES @ occurrence
~J:!ED EX~_~Any one p~~~_____
$1,000,000
$100,000
$5,000
--------------
'PERSONAL&ADVINJURY $1,000,000
------------ - ---------
GENERAL AGGREGATE $2,000,000
PRODUCTS - COMPIOP AGG $2,000,000
2082970830
!1(1/2010
1/1(2011 COMBINED SINGLE LIMIT
,(Eaaccidenl)
$1,000,000
, BODILY INJURY (Per person)
BODILY INJURY (Per accidenl)
PROPERTY DAMAGE
{Per accident)
C iX
UMBRELLA lIAB
EXCESS lIAB
x
OCCUR
2082970567
/1/2010
'1/1(2011
EACH OCCURRENCE
$5,000,000
-- ----------------------------
11003
1(1/2010
1(1(2011
$5,000,000
----
A
j---+------------------
~ ! DEDUCTIBLE
I xl RETENTION SO
I WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y I N
ANY PROPRIETOR/PARTNER/EXECUTIVE 0
OFFICER/lI.o1EMBER EXCLUDED?
(MandatorylnNH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Professional Liability
CLAIMS-MADE
,$
$
NIA
$500,000
o
AEHl13988730
1(1(2010
1(1(2011
Per Claim
(ggregate
$500,000
$500,000
2,000,000
2,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Addltlonal Remarks Schedule, If more space Is required)
Re: Contract #09-5262 "County-Wide Engineering Services - Aerospace"
*30 Days notice of Cancellation except 10 for Non-Payment of Premium.
Certificate Holder is Additional Insured with regards to General Liability.
CERTIFICATE HOLPER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED
IN ACCORDANCE WITH THE POLICY PROVISIONS.
Collier County Board of County
Commissioners
3301 Tamiami Trail East AUTHORIZED REPRESENTATIVE
Naples FL 34112 ?Ja JJJU~;xc
,
ACORD 25 (2009/09)
@1988-2009ACORDCORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
lrmc __
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Allied Universal
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
IOC I .
RECEIVED:D ~ .~
At (lP~ \iF
"-A { +- ~.t ~ r
I':> 0{ '"
st0) }I
~)/S
L-/
ITEM NO,:
DATE
;'1-
. . T IR,\1j::
. ,~.__l
FILE NO.:
,,,:':;' ;r-.f:',
ROUTED TO:
I D - fRt ~ 0 \ 5 \ ~
~ 1 ! ~i :.: ",:;' I I
D:,~ 1", [" r
I)'; U:: v lJ
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 10, 2010
~~\5\\D
SlZ...-r
To:
Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Allied Universal
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
Insurance
Insurance Certificate attached?
Tnsured registered in Florida?
Contract # &lor Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability
General Aggregate Required $ 211t\~ \ \_
Products/CompVOp Required $ " "
Personal & Advert Required $ .. 'I
Each Occurrence Required $~~_
FirelProp Damage Required $ ~ ,l.
Automobile Liability \ I
Bodily Inj & Prop Required $.f:/;!:::2 L Provided $ \ tt'\": \ \ Exp Date .1 t , \, \
Workers Compensation ~
Each accident Required $.koUL Provided $ \t'I\.;'\\_ Exp Date _ C li4h 0
Disease Aggregate Required $ -<L--'---'-._ Provided $---,-,---, . Exp Date ~
Disease Each Empl Required $.!!_!-'- Provided $... ~ I Exp Date --.-\!t~
Umbrella Liability . ~
Each Occurrence Provided $'5 \Z[\\ \\ Exp Date---1
Aggregate Provided $ 5 ('(\~ Exp Date _ .~
Does Umbrella sufficiently covcr any underinsured portion? _0es __~__ No
Professional Liability \
Each Occurrence Required $___._ Provided $. \. 5 rt\~\ \ Exp. Date ~ ,D
Per Aggregate Required $____ Provided $ I t .J.-'_ Exp. Date t. I I
Other Insurance
Each Occur Type:~~__
RLS#_ \D .~(' . /:)\$
CHECKLIST FOR REVIEWING CONTRACTS
Entity Name: Q\ti_uJ 9f)~~~e&ti~I~'C,q~
Entity name correct on contract? ~ 0/r __No
Entity registered with FL Sec. of State? ___'fcs___No
-%~
=~:
Provided $~
Provided $ " J J
Provided $--\-tlO.:I[
Provided $ \ ('1': \ \
Provided $ 3 N:) 'C-
No
No
No
No
Exp. Date 4\U
Exp. Date \. _-.1.
Exp. Date __~~
Exp. Date tl I I
Exp. Date -----l4--.,.-/
Required $ _____ ~
Provided $
Exp Date ~
County required to be named as additional insured?
County named as additional insured?
7s
Yes
No
No
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
~s
Yes
No
~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond ~
Does dollar amount match contract?
Agent registered in Florida?
Yes No
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
Yes No
Yes ~ No eJ.
~~_ oo~{lc#
~: ~
Yes
~Ycs No
-\LU:Q~--7jes '--. -~NO
=z~s ___No
~es No
uC
No ~
-~viewer Initials: \0
Date: __
04.CO.'\-0 3 2
Attachments
Are all required attachments included?
www,sunbiz.org - Department of State
Page 1 01'3
1 OC ~J
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Florida Profit Corporation
ALLIED ENGINEERING & TESTING, INC.
Filing Information
Document Number G09083
FEIIEIN Number 592236460
Date Filed 11/22/1982
State FL
Status ACTIVE
Last Event NAME CHANGE AMENDMENT
Event Date Filed 03/30/1993
Event Effective Date NONE
Principal Address
5850 CORPORATION CIRCLE
FT. MYERS FL 33905 US
Changed 11/12/2004
Mailing Address
5850 CORPORATION CIRCLE
FT. MYERS FL 33905 US
Changed 11/12/2004
Registered Agent Name & Address
MCQUEEN, PAULA F
5850 CORPORATION CIRCLE
FT MYERS FL 33905 US
Name Changed: 03/01/2005
Address Changed: 03/01/2005
OfficerlDirector Detail
Name & Address
Title PTDA
MCQUEEN, PAULA F
5850 CORPORATION CIRCLE
FT MYERS FL 33905 US
TitleVS
SANTARELLI, CALVIN M
230 SW 9 TR
CAPE CORAL FL 33991 US
http://www,sunbiz.org/scripts/cordet.exe?action= D ETFlL&inCL, doc _ number=G09083&in... 3/12/2010
www.sunbiz.org - Department of State
TilleAV
ROJAS, RICHARD W
941 21 STREET SW
NAPLES FL 34117 US
Title V
D'HUYVETTER, PAUL J
104 SEBRING CIR
LEHIGH ACRES FL 33972 US
Tille V
SCOTT, VAY L
2806 CLUBHOUSE DR
PLANT CITY FL 33566
Tille AS
NICHOLS, KATHLEEN M
1217 NE 7TH PLACE
CAPE CORAL FL 33909
Annual Reports
Report Year Filed Date
2008 03/10/2008
2009 01/14/2009
2010 02/09/2010
Document Images
02/09/2010 -, ANNUAL REPORT
01/14/2009 -- ANNUAL REPORT
03/10/2008 n ANNUAL REPORT
02/20/2007 ANNUAL REPORT
04/10/2006 -- ANNUAL REPORT
03/01/2005 -- Ar,NUAL R.EPORT
05/04/2004 ANNUAL REPORT
04/16/2003 -- ANNUAL f\EPORT
04/11/2002 -- ANNUAL REPORT
04/09/2001 n ANNUAL REPORT
02/16/2000 -- ANNUAL REPORT
04/20/1999 -- ANNUAL REPORT
04/16/1998.- ANNUAL REPORT
04/15/1997 -- ANNUAL REPORT
03/14/1996 -- ANNUAL REPORT
02/22/1995 .- ANNUAL REPORT
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CORPORATE RESOLUTION
Allied Engineering & Testing, Inc.
I hereby certify to the Florida Department of Transportation. District One, Professional Services
Office that a meeting of the Board of Directors of said Corporation organized under the laws of
the State of Florida duly called (a quorum being present) and held at the office of the
Corporation, located at 5850 Corporation Circle., In the city of Fort Myers, State of Florida, on
the 1st Day of January, 2010.
Depository and signing resolution: Resolved, that the following persons are authorized to sign
on behalf of Allied Engineering & Testing. Inc.:
Paula F. McQueen
Calvin Santarelli
Paul J. D'huyvetter, PE.
Vay L Scott, PE.
Kristina Clarke de Moya
Richard Rojas
Kathy Nichols
President
Vice President
Vice President
Vice President
Vice President
Vice President
Controller
In witness whereof I have affirmed my signature and seal on the 241h day of February, 2010.
~//
/1~'
~. -
~in Santarelli, Se ry
By:
10C HrJj
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1,2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
..; Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'I
Tindale-Oliver
TLC
URS Corp
Vanus
Wilson Miller
This Contract has not been approved by the BCC,
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375,
From:
Sent:
To:
Cc:
Subject:
lOCH!
mausen 9
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonDiana
mausen_g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
.
AIM
Allied Universal V'"
Ardaman
Camp Dresser & McKee
Coastal Engineering Consultants
Consul-Tech
CPH
David Plummer
EMA
HDR Engineering, Inc.
Hole Montes
Johnson
Kisinger Campo & Associates
Tetra Tech, Inc
Tindale-Oliver
URS Corp
Vanus
Wilson Miller
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Per our discussion you will provide Risk with the required CAO RlS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
MEMORANDUM
'1/11\:1' II rC~!
" ~""'f.' ,1
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: Ma~h10,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
Contractor: Allied Universal
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded, Thank you.
If you have any questions, please contact me at extension 8375.
IOC'1
Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation Testing (CI-Test)
THIS AGREEMENT is made and entered into this~ day of y\<J:AuI...-. ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Allied Engineering & Testing, Inc.,
authorized to do business in the State of Florida, whose business address is 5850 Corporation Circle,
Fort Myers, Florida 33905 (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. Civil-Transportation Testing (CI-Test)
l()) C ';1
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
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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.
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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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 Paul J. D'huyvetter, P.E., 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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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
10C
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
lO.C 111
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::C III
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
lOG
~
;~
objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
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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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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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties,
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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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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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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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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
---'-'-'~"----'--"'--"--'-"-"-_._".~"-"----
l'QC
, ~
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.
15
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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.
1 0,3 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,
1 0.4 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, Purchasing Building
3301 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:
Allied Engineering & Testing, Inc.
5300 Lee Boulevard
Lehigh Acres, FL 33971
Phone: 239-334-6833; Fax: 239-334-6614
Attn: Paul J. (Jeff) D'huyvetter, 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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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
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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, eler-/<
By:
Date:~y~ \~, 10
Attat. ......... 't
41.......';'" .
Approved as to form and
leFfficiep !~/
2::::J,~"ty Attorney
i''::.ep y
~~.~~.
Witness '~
\'\Il5\<.E:.V he..I.(:.~ \ ~"'.N ~
Typed Name and Title'
6~1~
Witness
I-U" v.",~,..::, \ ~.r\ A,~~.
Typed Name and Title
By: ~-d. w. C~.
Fred Coyle, Chairman .
Ing & Testing, Inc.
By:
V.1?
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20
Testing (CI-Test))
(RFP/Bid 09-5262- Civil-Transportation
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
$180
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a 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
CONSUL TANT, 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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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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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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part, The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
Addjtionallnsured 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 Liabiljty 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
lOClll
(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
IOC :1
-J
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
lOC-1
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
IQC II
(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
lOCII
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Allied Engineering & Testing, 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Allied Engineering & Testing, Inc.
BY:
TITLE: _V'l".F. 'PflE"SIt>lw-r
DATE: Z I z:J /t'D
D-1
Cllent#: 64775
ALLEN
ACORD~ CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/D
2/2512010
THIS CERTIFICATE IS ISSUEP AS A MATTER OF INFORMATION
ONLY ANP CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMENP, EXTENP OR
ALTER THE COVERAGE AFFORDEP BY THE POLICIES BELOW.
PRODUCER
Gulfshore Insurance, Inc.
4100 Goodletle Road North
Naples, FL 34103 -3303
239 261-3646
Allied Engineering & Testing, Inc
5850 Corporation Circle
Fort Myers, FL 33905
INSURERS AFFORPING COVERAGE
INSURER A:. Amerisure Insurance Company
INSURER B:
INSURER c:
INSURER D:
INSURER E;
NAlC'
INSURED
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
TYPE OF INSURANCE POUCY NUMBER LICY E FECTIYE P~fl,EXPtRATlON LIMITS
LTR
A ~ERAL LIABILITY GL2059013010000 01101/10 01/01/11 EACH OCCURRENCE '1000000
X COMMERCIAl GENERAL LIABILITY DAMAGE TO RENTED .300 000
I CLAIMS MADE ~ OCCUR MED EXP {Anyone person} .10000
- PERSONAL&ADVINJURY .1000000
GENERAL AGGREGATE .2 000 000
~'~ AGG~ErilE LIMIT APnS :ER PRODUCTS - COMPIOP AGG .2 000 000
POLICY X ~~Rr LOC
A ~TOMOBILE LIABILITY CA20590110101 01/01/10 01/01/11 COMBINED SINGLE LIMIT
1L ANY AUTO (Eaaccident) '1,000,000
- ALL OWNED AUTOS BODILY INJURY
(Perpen;on) .
- SCHEDULED AUTOS
1L HIRED AUTOS BODILY INJURY
.
1L NON-QWNED AUTOS (Per accident)
PROPERTY DAMAGE .
(Per accident)
=l~GE UABILr'" AUTO ONLY - EA ACCIDENT .
ANY AUTO OTHER THAN EA ACC .
AUTO ONLY: AGG .
A EXCESSJUMBRELLA LIABILITY CU205901500 01/01/10 01/01/11 EACH OCCURRENCE .5 000 000
:Xj-OCCUR D CLAIMS MADE AGGREGATE .5 000 000
.
~ ,DEDUCTIBLE .
X RETENTION .0 .
A WORKERS COMPENSATION AND WC2061918 06/14/09 06114/10 X I WC STATU; I IOJ~-
EMPLOYERS' LIABILITY .1 000 000
ANY PROPRIETORlPARTNERlEXECUTIVE EL EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? E.L. DISEASE _ EA EMPLOYEE .1,000000
~~~tl~bOV:s1ONS below E_L DISEASE - POLICY LIMIT .1,000000
OTHER
DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHtcLES 1 EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Project: Collier County Contract #09-5262 County Wide Engineering ServicesCivil-Transportation Testing
(CI-Test),
Collier County Government, Collier County, FL is Named as Additional Insured on a primary basis as respects
to General Liability Only as needed by contract, per form CG 70 48 03 04. (Contractor's Blanket Additional
Insured Endorsement). *30 days cancellation notice, except 10 days for non-payment.
CERTIFICATE HOLDER
CANCELLATION
10 Da s for Non-Pa ment
Collier County Government
Purchasing Building
Attn: Diana De Leon
3301 East Tamiaml Trail
Naples, FL 34112
SHOULD ANY OF THE ABOVE OESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ---30.- DAYS WRlTIEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO so SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
ACORO 25 (2001108) 1 of 2
#S406167/M393846
ERL
" ACORD CORPORATION 1988
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 WAIVEO, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORP 25-5 (2001/08) 2 of 2
#S406167/M393846
1 oc~\1
THIS ENDORSEMENT CHANGES THE POLICY. PlEASE READ IT CAREFULLY.
CONTRACTOR'S BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LlABlurv COVERAGE FORM
All of the terms, provisions, exclusions, and limitations of the coverage form apply except as specifically stated
beklw,
SECTION II . WHO IS AN INSURED is amended to include as an insured any person or organization, called an
additional insured in this endolll8ment:
1. Whom you are required to edd as an addnional 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 certificale of insurance.
However, the written contract, agreement or certificate of insurance must require additional insured status for a time
period during the term of tills policy and be executed prior to the "bodily injury". "property damage", "personal injury",
or "advertising injury" giving rise to e claim under this policy.
If, however, "your work' was commenced under a letter of intent or woll< 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, _ will provide additional Insured status as specified in this endorsement.
3. If the additional insured is:
(a) An Individual, their spouse is also an additional insured.
(b) A partnership or joint venture, members, partners, and their spouses are also additional insureds.
(e) A limited liability company, members and managers are also additional insureds.
(d) An organization other than a partnership, joint venture or limned liability company, executive officers and
directors of the organization are also additional insureds. Stockholders are also edditional 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:
(8) Premises you own, rent, lease, or occupy, or
(b) Your ongoing operations performed for that additional insured, unless the written contract or agreement or
tha certificate of insurance requires "your work" coverage (or wording to tha same effect) in which case
the coverage provided shall extend to "your woll<" 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 woll< including materials, parts or equipment furnished In connection with such work on tha projflct
(other then service, maintenance or repairs) to be performed by or on behalf of the additional insurad(s) at
the sne of the covered operations has been completed; or
CG 70 48 03 04
Includes copyrighted material of Insurance Services Office, Inc., with Its permission.
Copyright Insurance Services Office, Inc" 2003
Page 1 af2
lOC41
(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 cartificate 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 policy 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 additional 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 endOfSernent modifllls insurance provided under the following:
COMMERCIAL GENERAL LIABIUTY COVERAGE PART.
SCHEDULE
Name of Person or Organization: Blankat Where Required by Written Contract,
Agf'9OOlent, 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 limited to:
1. The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change
orders, de$lgn 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.
Page2of2
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Copyright Insurance Services OffIce, Inc. 2003
CG 7048 0304
~--;;y
PRODUCER
l"'~
CERTIFICATE OF LIABILITY INSURANCEl ~Mi~l'
02 25
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY ANP CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
10
Atkinson & Assoc. Insurance
1537 Brantley Rd, B1dg C
Fort ~ers FL 33907
Phone: 239-437-5555 Fax:239-6B9-3826
INSURED
INSURERS AFFOROING COVERAGE
Evanston Xnsurance Com an
NAlC#
3S378
Allied Engineering & Testing,
Inc.
5850 Corporation Circle
Fort ~ers FL 33905
COVERAGES
INSURER A
INSURER B;
INSURER c:
INSURER D:
INSURER E:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLlCY PERIOD INDICATED. NOTWITHSTANDING
ANY REQU1REMFNT, 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
~ D...mr.awO~ I~~~~ ------- ..
TYPE OF INSURAHCE POLICY NUMBER UMlTS
~NERAL UABILrrY EACH OCCURRENCE .
COMMERCIAL GENERAL LIABILITY ~REMISEs (Ell occurencel .
I CLAIMS MADE D OCCUR f.4ED EXP (Anyone person) .
f--- PERSONAL & ADV INJURY .
._---~
I--- GENERAL AGGREGATE .
-
nLAGG~EnE LIMIT APnSIPER: PRODUCTS - COMPfOP AGG .
PRO-
POLICY JECJ lOC
~TOMOBIL.E UABILITY COMBINED SINGLE LIMIT .
ANY AUTO (Eaaccldent)
1--
I--- ALL OWNED AUTOS BOOIl Y INJURY
(Per person) .
SCHEDULED AUTOS
I-- -.-- ----
HIRED AUTOS BOOIl Y INJURY
-- (Peraccidenl) .
NON-OWNED AUTOS
-- --
I--- PROPERTY DAMAGE .
(Peraccidenl)
rrGE ~'Lrrv AUTO ONlY. EA ACCIDENT .
~_...-
ANY AUTO OTHER THAN EA ACe $
AUTO ONLY; AGG .
pESS 1 UMBREu.A LIABWTY EACH OCCURRENCE .
OCCUR D CLAIMS MADE AGGREGATE .
-"----~_..~~- !-!--
R DEDUCTIBLE .
_._~
RETENTION . .
WORKERS COMPENSATION ITORy"lIMITS I IVffi"
AND EMPLOYERS' UABfUTY Yf.
ANY PROPRlETORlPARTIERlEXECUTITI EL EACH ACCIDENT .
OFFICERlMEMBER EXCLUDED? E.L DISEASE - EA EMPLOYEE
IU.ndetoty In NH) .
lfyflB,dlt$Gfibeunder
SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT .
OTHER
A PROl'BSSIONAL AE817923 08/27/09 08/27/10 PER CLAIM $1,500,000
Retro Date 8/27/93 AGGRBGATB $1,500,000.
DESCRIPTJON OF OPERATIONS 1 LOCATIONS 1 VEHICLES / l!XCLUSIONS ADDED BY EfIJORSfaENT 1 SPECIAL PROVISIONS
PROJECT/CONTRACT: COLLIER COUNTY CONTRACT #09-5262 "COUNTY WIDE ENGINEERING
SERVICES" - CIVIL-TRANSPORTATION TBSTING (CI-TEST) .
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY Of THE ABOVE DESCRIBED POUC1ES BE CANCElLED BEFORE THE EXPIRATIOfo
COLLIB8 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
COLLIBR COUNTY IMPOSE NO OBLIGATION OR UABILITY OF AMY KINO UPON THE INSURER, ITS AGENTS OR
PURCHASING DBPARTMENT REPRESENTATIVES,
ATTN: DIANA DB LBON AUTHORIZED REPRESENTATIVE ~
3301 TAMIAMI TRIAL BAST O.T. (Tom) Atkinson III(t.Of9.4~ - '-r/C
, NAPLES FL 34112
ACORD 25 (2009/01 @1988.2009ACORD COIl"PORATION. All ,I hts reserved.
9
The ACORD name and logo are registered marks of ACORD
10 C ti~,f
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Tindal-Oliver
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
To:
Office of the County Attorney
Jeff Klatzkow
S12T
DLU 3) IS-
lOClIl
RECEIVED:
VvJ:
II, P'" I" r" / ).." II.
i: c' ,)11 L. ..~ -r-
<if ~G tr;y,
~. ~,jb
() L . J/V'
1 '? (;A. O/l
~) ) bJib
ITEM NO.: tV ' p~..- D I 5;)a--
,I[-'hi;:: I~TE
n, "j',v ,In ''II'NC\i
" ,i \ J r .11' ' ~ ,.....! j (, } i -, r::. i
FILE NO.:
ROUTED TO:
';"~ : J ~;' 4
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 10, 2010
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
. Contractor: Tindale-Oliver
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
Entity name correct on contract?
Entity registered with FL Sec. of State?
RLS # --ltL'-~bl~Q
CHECKLIST FOR REVIEWING CONTRACTS
Entity Na~' ("\ob..le 0 I~ t' r ""t Q.SS(0'CA:ks, ~1 0 C
~ ~~
Insurance /
Insurance Certificate attached? ~....t,'" es No
Insured registered in Florida? Yes No
Contract # &lor Project referenced on Certificate? ~~fi No
Certificate Holder name correct (BCC)? -t..L- Yes No
Commercial General Liability ......, '- LJ "
General Aggregate Reqnired $ ~'. \ \ Provided $.'2rn; \ \ Exp. Date ~ I
Products/CompI/Op Required $ ~~___ Provided $ t' " Exp. Date ~~~~_~ .
Personal & Advert Required $-,~~ Provided $..1 r^ \ \ Exp. Date ~"'-' .,
Each Occurrence Required $ .. ' I Provided $j!___~_ Exp. Date ~~,
Fire/Prop Damage Required $ ~ "- Provided $_10 ,. Exp. Date t ' ,
Automobile Liability ~
Bodily Inj & Prop Required $ 5(:() V- Provided $ 1M.:' \ Exp Date"2.. l
Workers Compensation \
Each accident Required $ \ yri ~ Provided $ ,~: \ \ Exp Date
Disease Aggregate Required $~_~__~ Provided $--.L~_ -., Exp Date ... .,
Disease Each Empl Required $ --"'-'-__~ Provided $--"-,---,__ l Exp Date _____ . .
Umbrella Liability
Each Occurrence Provided $~. \\ Exp Date '2.~~ \ \
Aggregate Provided $ ~_~_ L Exp ~te ~~.._~ "
Does Umbrella sufficiently cover any underinsured portion? ---V- Yes _No
Professional Liability ~
Each Occurrence Required $ \ \y\:\ \ Provided $ \ M; \.\ Exp. Date , 2D, 0
Per Aggregate Required $ ~_.l~~~ Provided $" l ., Exp. Date l . ., '"
Other Insurance
Each Occur Type:____
Required $
Provided $ Exp Date ___
6s ----- No
~s No
V<es
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Yes
~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond ______~_
Does dollar amollnt match contract?
Agent registered in Florida?
Yes
No
Yes
Yes
No
No
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: _________~,_
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
/' Yes No
ACS No
~-?~: ~~
-?--':_NO
'7 ~=~:
v" _~,:'";:::;~\~
04-COA010'lV
Attachments
Are all required attachments included?
www.sunbiz.org- Department of State
Page 1 of2
lOC \\:U
r~
FLORIDA DEPARTMENT OF STATE ,~ ~ , :t~f'
DI\'ISIO~ OF CORPOR.\IIO\S 1mbf, :I? , 'W~Jr 1
1
; u
~ .. ~ . ~ ,...,
-',
Previous on List Next on List Return To List IEntity Name Search
Events No Name History Submit I
Detail by Entity Name
Florida Profit Corporation
TINDALE~OLlVER & ASSOCIATES, INC.
Filing Information
Document Number K58299
FEIIEIN Number 592929811
Date Filed 01l13f1989
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 09/26/1991
Event Effective Date NONE
Principal Address
1000 N. ASHLEY DR.
SUITE 100
TAMPA FL 33602 US
Changed 03/01/2000
Mailing Address
1000 N. ASHLEY DR.
SUITE 100
TAMPA FL 33602 US
Changed 03/01/2000
Registered Agent Name & Address
TINDALE, STEVEN A
1000 N. ASHLEY DRIVE
SUITE 100
TAMPA FL 33602 US
Name Changed: 01/04/2005
Address Changed: 01/25/2001
OfficerlDirector Detail
Name & Address
Title DPS
TINDALE, STEVEN A
664 RIVIERA DR
TAMPA FL 33606
Title DVT
http://www.sunbiz.org/scripts/cordet.exe?action= D ETFIL&inCL doc _ number= K5 8299&i n..o 3/12/2010
www.sunbiz.org - Department of State
OLIVER, WILLIAM E
2606 MORRISON AVE
TAMPA FL 33629
Title V
WALLACE, ROBERT P
8791 COCO PLUM PLACE
ORLANDO FL 32827
Title 0
BALL, WILLIAM L
9328 WELLINGTON PARK CIRCLE
TAMPA FL 33647
Title 0
LATKOVIC, DONALD 0
5827 SUNSET FALLS DRIVE
APOLLO BEACH FL 33572
Annual Reports
Report Year Filed Date
2008 01/05/2008
2009 01/26/2009
2010 01114/2010
Document Images
01114/2010 -- ANNUAL REPORT
01/26/2009 -- ANNUAL REPORT
01105/2008 -- ANNUAL REPORT
01/1112007 -- ANNUAL REPORT
01/0412006 -- ANNUAL REPORT
01104/2005 -- ANNUAL REPORT
01106/2004 -- ANNUAL REPORI
01/06/2003 -- ANNUAL REPORT
02/11/2002 -- ANNUAL REPORT
01/2512001 -- ANNUAL REPORT
03/01/2000 -- ANNUAL REPORT
02108/1999 -- ANNUAL REPORT
02/02/1998 -- ANNUAL REPORT
01/29/1997 -- ANNUAL REPORT
01/26/1996 -- ANNUAL REPORT
01/19/1995 -- ANNUAL REPORT
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MEMORANDUM
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TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Tindale-Oliver
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
MEMORANDUM
10C )
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1,2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'I
I Tindale-Oliver
TLC
URS Corp
Vanus
WilsonMiller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above ,.eferenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
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;~
r
mausen_9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonDiana
mausen_g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul-Tech
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc ~
. Tindale-Oliver
. UR5 Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 239-821-9370
Under Florida Law, e-mail addresses are public records. If you do not want your e-maH 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.
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Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation Planning (CI-TRPL), and Civil-
Transportation Traffic (CI-Traf)
THIS AGREEMENT is made and entered into thi~day of fv'\ G:J\,J-. , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Tindale-Oliver & Associates, Inc.,
authorized to do business in the State of Florida, whose business address is 1000 North Ashley
Drive, Suite 100, Tampa, Florida 33602 (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. Civil-Transportation Planning (CI-TRPL)
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2. and Civil-Transportation Traffic (CI-Traf)
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
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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 William E. Oliver, P.E., PTOE, 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 subrnitted 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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).
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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
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.
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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.
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 CONSULTANTS 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 CONSULTANTS good faith analysis.
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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.
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
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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
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
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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:
16
10 C . '~il
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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:
17
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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.
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10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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.
1 0.4 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
19
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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.
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
20
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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.
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
21
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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.
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
22
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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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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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.{
~
"
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:
Tindale-Oliver & Associates, Inc.
1000 N. Ashley Dr., Suite 100
Tampa, FL 33602
Phone: 813-224-8862; Fax: 813-226-2106
Attn: William E. Oliver, P.E., PTOE
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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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 terrns 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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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
~
:::e:~~I~)~
a 111M :.... ..,.... ,
.t...."... .
Ap 0 d as to form and
. leg I s ff~cie"0
'-- 'f./ ~A.L--~
[l<3!ist!lRt County Attorney
~'h7
~~;t.,. ~
Witness
I<.IIIVAJ L 5n1l1# 111:"''''''1,''''''- A~S/S1~1Jf
Typed Name and Title
~tM-,.,L~0 D~.,.........
Witness
\)".,IA'-~ 1>. L..4-"f"K~ v.~ Qfi:>
Typed Name and Title
~.,~W. C~
By:
Fred Coyle, Chairman
Tindale-Oliver & Associates, Inc.
By: ~C ~
WIL.Llltm E, ()I..wete. 5~,,)1{ 0a:fll/::-sIj)et<lT
Typed Name and Title
30
loe II
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Civil-Transportation
Planning (CI-TRPL), and Civil-Transportation Traffic (CI-Traf)
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
Contract No: 09-5262 "County Wide Engineering Services"
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
Survey Crew - 3 man $160
Survey Crew - 4 man $180
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a 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 polices 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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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,
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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
lOC'1
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
10C\f~1
(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
10C~1
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 C f~
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
IOC l'~_
(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
lOC.
SCHEDULE 0
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Tindale-Oliver & Associates, 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
Tindale-Oliver & Associates, Inc.
BY: ~ C~
-
TITLE: bY' . 'Hl'I' -'i> te:i W
DATE: 2..-19,- \~
D-1
ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDfYYYY)
2/22/2010
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ISU Suncoast Insurance Assoc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
P.O. Box 22668 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Tampa, FL 33622-2668
813 289-5200 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Travelers Indemnity Co of Ameri 25666
Tindale-Oliver & Associates, Inc. INSURER B: Travelers Indemnity Company 25658
1000 N Ashley Dr, Suite 100 INSURER C Travelers Casualty and Surety C 19038
Tampa, FL 33602 INSURER 0 XL Specialty Insurance Company 37885
INSURER E
Client#. 3136
TINDOLl3
laC \\f 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 OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
LTR NSR TYPE OF INSURANCE POLICY NUMBER P~.k~~Y :~FJ8~,E Pg~fJ ~x,:,~~N LIMITS
A ~NERAL LIABILITY 6808127L852 02/24/10 02/24/11 EACH OCCURRENCE $1 000000
X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED .1 000000
I CLA!MS MADE [!] OCCUR MED EXP (Anyone person) .5000
X Cont. Liability PERSONAL & ADV INJURY .1 000 000
X Ind. Contractors GENERAL AGGREGATE .2 000 000
~'~ AGG~E~E ~~; APf~~tIPER PRODUCTS - COMPIOP AGG .2 000 000
POLICY X JECT LOC
B ~TOMOBILE LIABILITY BA8130L50608 02/24/10 02/24/11 COMBINED SINGLE LIMIT
ANY AUTO (Eaaccidenl) $1,000,000
-
- ALL OWNED AUTOS BODILY INJURY
(Perpersoo) .
- SCHEDULED AUTOS
.!... HIRED AUTOS BODILY INJURY
.
~ NON~OWNED AUTOS (Per accident)
f- PROPERTY DAMAGE $
(Peraccidenl)
RAGE LlABllITY AUTO ONLY - EA ACCIDENT ,
ANY AUTO OTHER THAN EAACC .
AUTO ONLY: AGG .
B ~ESSIUMBRELLA LIABILITY CUP8406Y26A 02/24/10 02/24/11 EACH OCCURRENCE .3 000 000
X OCCUR 0 CLAIMS MADE AGGREGATE .3 000 000
s
8 DEDUCTIBLE .
X RETENTION ,10000 .
C WORKERS COMPENSATION AND UB7082Y31708 09/01/09 09/01/10 X I T~~vS;~l~; I IOJ~-
EMPLOYERS' LIABILITY .1,000,000
ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE .1,000,000
If yes, describe under $1,000,000
SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT
D OTHER Professional DPR9618855 04/20/09 04/20/10 $1,000,000 per claim
Liability $1,000,000 annl aggr.
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Professional Liability is written on a claims made and reported basis.
Re: TOA Contract #073000-05.10
#09-5262 County Wide Engineering Services
Collier County Government is listed as an additional insured with respect to the General Liability Policy.
(See Attached Descriptions)
CERTIFICATE HOLDER CANCELLATION 10 Davs for Non~Pavment
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier County Government DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ---30...- DAYS WRITTEN
3301 E. Tamiami Trail NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAIL.URE TO DO SO SHALL
Naples, FL 34112 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
~ED REPRESENTATIVE
. "., M-~-a -
ACORD 25 (2001108) 1 of 3
#S236826/M235573
BJM
@ 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.
ACORD 25-5 (2001/08) 2 013
#S236826/M235573
DESCRIPTIONS (Continued from Page 1)
This insurance is primary and non-contributory over any other insurance maintained by certificate holder.
Waiver of subrogation in favor of the certificate holder applies to the General, Workers Compensation and
Professional Liability policies.
AMS 25.3 (2001/08)
3 of3
#S236826/M235573
lOC~1
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Coastal Engineering Consultants
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
10C~1
RECEIVED:
! ~
? ~ 7 01).)1"
L lJ~ % 1)' 1[' vV\
<J{ '~ (...,
(L-t.1-1) 6 rfi~ 1-'1
r:YV ,-;1 U
~~JIJ
ITEM NO.:
DATE
,,'
ii'
, ,'[
! .~' r~1 \JE\'
FILE NO.:
"" ''1 ~
ROUTED TO:
\ D - f>~ ~ - 0 \ 5 \ 5
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
~\
DtU 3115)10
March 10, 2010
To:
Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Coastal Engineering Consultants
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
RLS # -..1b~_-..Dl'Q \5
CHECKLIST FOR REVIEWING CONTRACTS
Entity Name: eCYl crt'^-'\ ::;::~f'Ie~{'\~C00S0\~i - 1 c11'
Entity name correct on contract? .. -I/Y~ No 0
Entity regIstered with FL See of State') _.J;?'Yes No
Insurance /
Insurance Certificate attached? ~es No
Insured registered in Florida? ~. ees N~Oo
Contract # &/or Project referenced on Certificate?
Certificate Holder name correct (BCC)? Yes No
Commercial General Liabili!)., . \ \ \. \.,
General Aggregate Required $~..tL Provided $ '2.M,; \ \ Exp. Date ~.\-1-\l- 0
Products/CompVOp Required $ I I l' Provided $ _'2mi\ \ Exp. Date .'--'---.--'-J
Personal & Advert Required $-,---,-----,-,-, Provided $" m \ \ \ ;. Exp. Date ....L.----!-j
Each Occurrence Required $.-'-'.-----'.. Provided $ \ M;. \ \. Exp. Date ,. "
FirelProp Damage Required $.90 \L . Provided $~oo\L Exp. Date k-------' I
Automobile Liability , , \ *
Bodily Inj & Prop Required $ e:x,o v.... Provided $ \Y"\~\ \ Exp Date ~ \ t>
Workers Compensation
Each accident Required $ \tt\;\\ Provided$~\1 EXPDatei~
Disease Aggregate Required $J~~__~~__ Provided $_.__~~_~' Exp Date ---l----!----_~
Disease Each EmpI Required $-.L~____~' Provided $ \. !' Exp Date~_~____ I,
Umbrella Liability \. I. I
Each Occurrence Provided $ _~ Exp Date \ '\p...p..O
Aggregate Provided $ ~~_----.!J. Exp Date ---i.:':'____._~ '
Does Umbrella sufficiently cover any underinsured ponion? -9C- Yes ._ No
Professional Liability . ,..1. I, I
Each Occurrence Required $ ..l.rt'i~\l.. Provided $~.. Exp. Date ~ 0
Per Aggregate Required $-, '. ..-----"--_ Provided $ ~l Exp. Date .~---' ,
Other Insurance
Each Occur Type: Required $__ ___ Provided $___. Exp Date~_
County required to be named as additional insured?
County named as additional insured?
bes
Yes
No
No
Indemnification
Does indenmitication meet County standards?
Is County indemnifying other party?
--6es ~~
Yes
Yes No
Yes No
Yes ~ No
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond __'__ __ ...____~
Does dollar amount match contract?
Agent registered in Florida?
Signature Blocks ./
Correct executor name in signature block? ~~Yes No
Correct title of executor? II' /yes No
Executor authorized to sign for entity? ~es No
Proper number of witnesses/notary? _,~,~_Yes No
~~~~:~,,:;~os~:~:~~:~~~o:k~ sign, ifl1eCeSSary__._____~~- fie-.--~o
Clerk's attestation signature block? __. es __No
County Attorney's signature block? ____.~Yes ____No
Attachments
Are all required attachments included?
Ls
No ~
Reviewer Initials:
I)"" ID
04-COA-O ) 2
MEMORANDUM
lOC
~
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
Contractor: Coastal Engineering Consultants
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
www.sunbiz.org - Department of State
Page 1 of 3
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Florida Profit Corporation
COASTAL ENGINEERING CONSULTANTS, INC.
Filing Information
Document Number 532310
FEIIEIN Number 591728628
Date Filed 04/05/1977
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 06/09/1995
Event Effective Date NONE
Principal Address
3106 S HORSESHOE DR.
NAPLES FL 34104 US
Changed 03/04/1997
Mailing Address
3106 S HORSESHOE DR.
NAPLES FL 34104 US
Changed 03/04/1997
Registered Agent Name & Address
BROWN, DENNIS C ESQ
BOND SCHOENECK & KING PA
4001 TAMIAMI TRAIL N, SUTE 250
NAPLES FL 34103 US
Name Changed: 03/02/1999
Address Changed: 04/26/2001
Officer/Director Detail
Name & Address
Title PD
STEPHEN, MICHAEL F
374 S GOLF DRIVE
NAPLES FL 34102 US
Title T
BENFIELD, DONNA R
1471 SAN MARCOS BOULEVARD
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_ doc _ number=53231 O&inq... 3/12/2010
www.sunbiz.org - Department of State
NAPLES FL 34104 US
Title VSD
POFF, MICHAEL P
1609 GARDENIA LANE
NAPLES FL 34105 US
TitleVD
EWING, RICHARD J
982 ROSE WAY
NAPLES FL 34104 US
Title D
WORLEY, DANA L
2584 44TH TERRACE S.w.
NAPLES FL 34116 US
Annual Reports
Report Year Filed Date
2008 09/24/2008
2009 04/15/2009
2010 03/09/2010
Document Images
03/09/2010 -- ANNUAL REPORT
04/15/2009 -- ANNUAL REPORT
09/24/2008 -- ANNUAL REPORT
04/29/2008 -- ANNUAl. REPORT
04/30/2007 -- ANNUAl. REPORT
04/28/2006 -- ANNUAL REPORT
04/22/2005 -- ANNUAL REPORT
04/26/2004 ANNUAL REPORT
04/17/2003 -- ANNUAL REPORT
05/1 0/2002 -- ANNUAL REPORT
08/10/2001 -- ANNUAl. REPORT
04/26/2001 -- ANNUAL REPORT
05/24/2000 -- ANNUAL REPORT
03/02/1999 -- ANNUAL REPORT
03/04/1998 -- ANNUAL REPORT
03/04/1997 -- ANNUAl. REPORT
05/01/1996 -- ANNUAl. REPORT
01/31/1995 -- ANNUAL REPORT
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IOCII
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MEMORANDUM
laC ~:,'~J
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1, 2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
(coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'I
Tindale-Oliver
TLC
URS Corp
Vanus
Wilson Miller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
mausen 9
IOC'
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 20103:29 PM
DeLeonDiana
mausen_g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee /
. Coastal Engineering Consultants \.
. Consul-Tech
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. UR5 Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
IOCI.1
Contract 09-5262
"County- Wide Engineering Services" - Coastal Zone/Environmental (CZ)
THIS AGREEMENT is made and entered into thisq-t^--- day of ~CMx.J-.. , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Coastal Engineering Consultants,
Inc., authorized to do business in the State of Florida, whose business address is 3106 South
Horseshoe Drive, 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. Coastal Zone/Environmental (CZ)
1
IOC'1
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
10 C .,
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 Agreernent or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendrnents or Change Orders thereto)
are hereby incorporated into and made a part of this Agreernent 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 T. Poff, P.E., 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 rnust 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 Agreernent 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 requirernents, 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 docurnents 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 cornpletion 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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 Nurnber, 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 subrnitted 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 perforrn 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 frorn (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 rneet 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, rnodels, and other rnaterial 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 perforrned 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
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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, 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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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:
Coastal Engineering Consultants, Inc.
3106 South Horseshoe Drive
Naples, FL 34104
Phone: 239-643-2324; Fax: 239-643-4364
Attn: Michael T. Poff, 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 Agreernent 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 Agreernent 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 soleiy 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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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-rnaking 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 Agreernent 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:
'; l~, t ,
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwig~i'E. Broc~, Cl.erk
By:
-,
By: ~~W. ~
Fred Coyle, Chairman ,.
Date:
rllI 1/ :~.
. t....' 0iI'1-
County Attorney
'bR~
~
~JA iP/Tl 7
Wl1e/';/ ( ~
f n Ta lor, Contract Admin.
~yp d Nam~/ itl~
"-.. (, LC/ / LiL ~ lU'i{
i e~
Joyce incavage, Exec. Assistant
Typed Name and Title
By:
Michael T. Poff, P.E., V.P. of Engineering
Typed Name and Title
30
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f,':
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20
Zone/Environmental (CZI)
(RFP/Bid 09-5262- Coastal
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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, :, 1, ,- \j ~,:'.l
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Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Category
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
10 C u;~:1
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered 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 lirnits 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
C-1
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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 tirne 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 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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"
'.
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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsernent wording. "This endorsernent
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 prernises 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 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
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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-B
lOG ~~,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
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(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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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Coastal Engineering Consultants, 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Coastal Engineerin Consultants, Inc.
BY:
TITLE: Vice President of Engineering
DATE: 2/22/2010
D-1
~
~RD.
PRODUCER
1
CERTIFICATE OF LIABILITY INSURANCE
ACEC/MARSH
701 Market St., Ste.
St. Louis MO 63101
Phone: 800-338-1391
INSURED
1100
OP 10 BH
COAST-5 02 22
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
10
Fax:888-621-3173
INSURERS AFFORDING COVERAGE
Hartford Insurance Com an
NAIC#
22357
Coastal Engineering
Consultants
3106 South Horseshoe Drive
Naples FL 34104
COVERAGES
INSURER A:
INSURER B:
INSURER c:
INSURER D:
INSURER E:
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.
~EFF~ ~'t!;:lfTu~J::!tI~,.!~~~ --
LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MMlDD DATE MMlDDIYYYY LIMITS
~NERAL L.IABILITY EACH OCCURRENCE '1,000,000
A ~ OMMERCIAL GENERAL LIABILITY 84SBWBT7617 11/01/09 11/01/10 PREMISES (Ea occurence) $ 300, 000
- CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $10,000
~ VALUABLE PAPERS 150,000 LIMIT $250 DEDUCT PERSONAL & ADV INJURY $1.000,000
-
~ CONTRACT. LIAB PROFESSIONAL LIAB EXCL GENERAL AGGREGATE $2,000,000
~'L AGG~EGflE LIMIT APf~!-~tIPER: PRODUCTS - COMP/OP AGG $2,000,000
POLICY X j~8T LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000
A ~ ANY AUTO 84UEGRY0732 11/01/09 11/01/10 (Eaaccident)
C- ALL OWNED AUTOS BODILY INJURY
$
SCHEDULED AUTOS {Per person)
c-
0- HIRED AUTOS BODILY INJURY
$
0- NON-OWNED AUTOS (Peraccidenl)
c- PROPERTY DAMAGE $
(Peraccidenl)
RAGE LIABILITY AUTO ONLY - EAACCtDENT $
--
ANY AUTO OTHER THAN EAACC $
AUTO ONLY: AGG $
~ESS I UMBRELLA LIABILITY EACH OCCURRENCE '4,000,000
A X OCCUR D CLAIMS MADE 84SBWBT7617 11/01/09 11/01/10 ~_REGATE $ 4,000,000
-- $
I;=l DEDUCTIBLE $
X RETENTION $10,000 $
WORKERS COMPENSATION X ITo~iLI~lrs I IUER-
AND EMPLOYERS' LIABILITY YIN
A ANY PROPRIETORJPARTNERlEXECUTIVD 84WBGZG0391 11/01/09 11/01/10 E.L. EACH ACCIDENT $ 1, 000,000
OFFICEAJMEMBER EXCLUDED?
(Mandatory in NH) ~':: DISEASE - EA EMPLOYEE $1,000,000
If yes, describe under
SPECIAL PROVISIONS below E.L DISEASE - POLICY LIMIT $1,000,000
OTHER
DESCRIPTION OF OPERATIONS' LOCATIONS' VEHICLES' EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Project No. 09-5262, County Wide Engineering Services (CEC #109.139) -
Collier County Board of County Commissioners and The Owner, Collier County
Government, are included as Additional Insured for above coverages except
WC. Coverage is primary and noncontributory to any other insurance carried.
Waiver of Subrogation is included against Collier County Board of County
CERTIFICATE HOLDER CANCELLATION
Collier County Board of County
Commissioners
3301 Tamiami Trail East
Na 1es FL 34112
ACORD 25 (2009/01)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
COLLIER 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
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
rights reserved.
The ACORD name and logo are registered marks of ACORD
10 c '~II
Commissioners and The Owner, Collier County Government.
~
lOG
Iii
~RD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMJODIYYYY)
OP 10 BH 02/22/10
COAST-5
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
ACEC/MARSH HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
701 Market St., Ste. 1100 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
St. Louis MO 63101
Phone: 800-338-1391 Fax:888-621-3173 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: ,::.3. _SpeciaJ.ty Insurance 00_
INSURER B'
Coastal Engineering 1--------
Consultants, Inc. INSURER c:
3106 South Horseshoe Drive INSURER 0:
,Naples FL 34104 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 OA OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BYTHE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND GONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
POLlCY NUMBER ~ ~Cf~IfX. LIMITS
LTR NSR TYPE OF INSURANCE DATE MM/DDIYY DATE MMlDD
~NERAL LIABILITY EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurence\ $
I CLAIMS MADE 0 OCCUR MED EXP (Anyone person) $
I- PERSONAL & ADV INJURY $
I- GENERAL AGGREGATE S
n'L AGG~nE LIMIT APnS PER: PRODUCTS - COMP/OP AGG $
POLICY ~~i LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $
ANY AUTO (Eaaccident)
l-
I- ALL OWNED AUTOS BODILY INJURY
(Per person} $
I- SCHEDULED AUTOS
- HIRED AUTOS BODILY INJURY
(Per accident) $
-- NON.OWNED AUTOS
- PROPERTY DAMAGE S
{Peraccidenl)
==iAGE LIABILITY AUTO ONLY. EA ACCIDENT $
ANY AUTO OTHER THAN EAACC $
AUTO ONLY: AGG $
~ESS I UMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR D CLAIMS MADE AGGREGATE $
$
==i DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION X IT~~/'~I~Ws I IO~R
AND EMPLOYERS' LIABILITY YfN
ANY PROPRIETOR/PARTNER/EXECUTIVD E.L EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED?
(MandatoryinNH) EL DISEASE- EA EMPLOYEE $
~P~21~~s~~~v~~?ci~s below EL DISEASE- POLICY LIMIT S
OTHER
A PROFESSIONAL US091098905 06/01/09 06/01/10 PER CLAIM $1,000,000
LIABILITY AGGREGATE $1,000,000
DESCRIPTION OF OPERATIONS J LOCATIONS J VEHICLES J EXCLUSIONS ADDED BY ENDORSEMENT J SPECIAL PROVISIONS
CERTIFICATE HOLDER
CANCELLATION
COLLIER
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
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
rights reserved.
Collier County Board of
Commissioners
3301 Tamiami Trail East
Na 1es FL 34112
ACORO 25 (2009/01)
County
C R
The ACORD name and logo are registered marks of ACORD
IOC ~
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: CPH
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
ITEM NO.:
:1
DATE RE!g~
C )D~ ovvt-
<f ~~~ ;:-;y. ~r
IX 11 v ,y J
[~n
~ S} /)
1/)) J
,. ,I
FILE NO.:
I D -"\=>Q..C. -01 so--
COtJNI) J".
"
. 1-'
ROUTED TO:
'0 ',' I i P'1'?: 57
I L_
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date: March 10, 2010
,/
To:
Office of the County Attorney
Jeff Klatzkow
'5f-.i
-J:) L-u- !:> II <;
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
Contractor: CPH
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
tU,S #cJtU'eC' .O\StL~
CHECKLIST FOR REVIEWING CONTRACTS
'o,;,,""::'~:,:~::,"~r=c\~ 0<< No IOC
Entity registered with FL Sec. of State? ____yes No
Insurance
Insurance Certificate attached? Yes No
Insured registered in Florida? Yes No
Contract # &lor Project referenced on Certificate? Yes No
Certificate Holder name correct (BCC)? Yes No
Commercial General Liabilifl-., L1 1.. \, r
General Aggregate Required $ L~ \ \ Provided $ 2m. \ l Exp. Date ~~
ProdnctslCompVOp Required $-'-'--_---'-'--_ Provided $ ~'l ,) Exp. Date. I, ' I
Personal & Advert Required $ -'--'---.-!..J.. Provided $ \ fY'\ i \ \ Exp. Date --;--;..--' ,
Each Occurrence Required $ " , I Provided $" , I Exp. Date ---';.~ ---, I
FirelProp Damage Required $ 5~ Provided $ 300v= Exp. Date _. I, ~=, I
Automobile Liability, \ \ ~
Bodily Inj & Prop Required $_ ~ \l- Provided $1 n'lW Exp Date ~ LI , '-0
fVorkers Compensation
Each accident Required $1mi \ I Provided $ \ 1Y\ \ \ 1 Exp Date \ I." \ , I
Disease Aggregate Required $ ....u.~--'-L Provided $ ...L--L....~ " Exp Date ~~
Disease Each Empt Required $ ~~.J- Provided $ .L '----'I- Exp Date ._-"--~ ,
Umbrella Liability ~
Each Occurrence Provided $~; \ \ Exp Date , \{)
Aggregate Provided $ 1, _~l_' Exp Date _.!!....-_._-' '
Does Umbrella sufficiently cover any underinsured portion'? V _.Yes ___No
Professional Liability , I ""T"" ~
Each Occurrence Required $ \{Y'\--,~_ Provided $ "2...mi \ I Exp. Date~_ \ D
Per Aggregate Required $_!~..!L Provided $ ..,"--,---.!..J Exp. Date ..1L._L I
Other Insurance
Each Occur Type:
Required $
Provided $
County required to be named as additional insured?
County named as additional insured?
~
~s
Indemnification
Does indenmification meet County standards?
Is County indemnifying other party?
Yes
Performance Bond
Bond requirement referenced in contract?
Ifattacbed, expiration date of bond ___.__~.~____
Does dollar amount match contract?
Agent registered in Florida?
Yes
Yes
Yes
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
..I/"es
~es
""T Xes
-;;r Yes
~./:
~Yes
~
Attachments
Are all required attachments included?
.1. .:1
H
Exp Date ~_
No
~~No
~
_No
No
_.~No
_~No
._No
No
~_No
No
No
No
--R;'ie~e~ ["ftiO.IS s~~ I D
0,,,, 17 J
04-C(l,'\-, 03 im
MEMORANDUM
lf0C \ : ij~
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10,2010
RE: Review Insurance for Contract: #09.5262 "County-Wide
Engineering Services"
Contractor: CPH
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
MEMORANDUM
IOC
u
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1,2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
!CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'l
Tindale-Oliver
TLC
URS Corp
Vanus
Wilson Miller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
[OC~
mausen_9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonDiana
mausen_g
Contracts for 09-5262 "CountyWide Engineerin9 Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul-Tech
. CPH l/
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. UR5 Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAD RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~ c..'r.t.ch.
Manager Risk Finance
Office 239-252-8839
Cell 239-821-9370
Under Florida Law, e-mail addresses are public records If you do no! 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
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Florida Profit Corporation
CPH ENGINEERS, INC.
Filing Information
Document Number F22258
FEI/EIN Number 592068806
D~te Filed 03/06/1981
St~te FL
St~tus ACTiVE
L~st Event AMENDMENT
Event D~te Filed OS/21/2007
Event Effective D~te NONE
Principal Address
500WFULTONST.
SANFORD FL 32771-1220 US
Ch~nged 05/01/1994
Mailing Address
PO BOX 2808
SANFORD FL 32772-2808 US
Changed 01/27/2003
Registered Agent Name & Address
GiERACH, DAVID A
500 WEST FULTON STREET
SANFORD FL 32771 US
Name Changed: 02/21/2000
Address Changed: 11/05/2007
OfficerlDirector Detail
Name & Address
Title PD
GIERACH, DAVID A
3159 TALA LOOP
LONGWOOD FL 32779
Title VD
HENDRIX, TODD H
1750 NE 115TH STREET, #601
MIAMI FL 33181
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www.sunbiz.org - Department of State
TitleVD
SUTCH, PETER-JOHN F
2670 REGAL PINE TRAIL
OVIEDO FL 32766
Title ST
GARDNER, LINDA M
108 MAPLEWOOD DR.
SANFORD FL 32771
Title COO
ZAUDTKE, TERRY M
2065 WIGGLY FARMS RD
DEL TONA FL 32725
Title CEO
KHOSRAVANI, KAMRAN
318 GENIUS DR
WINTER PARK FL 32789
Annual Reports
Report Year Filed Date
2008 06/04/2008
2009 01/16/2009
2010 01/04/2010
Document Images
01/04/2010 -- ANNUAL REPORT
01/16/2009 -- ANNUAL REPORT
06/04/2008 -- ANNUAL REPORT
01/22/2008- ANNUAL REPmn
11/05/2007 -- Reg. Agent Change
OS/21/2007 -- Amendment
01/09/2007 -- ANNUAL REPORT
01/25/2006 -- ANNUAL REPORT
02/08/2005 -- ANNUAL REPORT
01/04/2005 -- ANNUAL REPORT
02/11/2004 -- ANNUAL REPORT
01/27/2003 -- ANNUAL REPORT
06/11/2002 -- ANNUAL REPORT
04/13/2001 -- ANNUAL REPORT
02/21/2000 -- ANNUAL REPORT
04/23/1999 -- ANNUAL REPORT
10/26/1998 -- Name Change
04/03/1998 -- ANNUAL REPORT
04/09/1997 -- ANNUAL REPOR T
02/25/1997 -- RESTATED ARTICLES
PaK20f3
10,,1,.
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IOC l"f~
04/03/1996 -- ANNUAL REPORT
03/31/1995 -- ANNUAL REPORT
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I H(,'I!H:' CuntiJd U', I [hi( unl'_'llf '~'~eillchc, i j,fllill<:i :-:;Icr,,(,'" I f(;ff('" i+-Ip I
CC,t}V1 !qht ;H1d >r;Vi)C'1 p()llCi.'~
(>!PVri()ht ?Li:l/ <;tde (,f L"!:,dd, Dcpilltrrh.jl~ ',Lif,
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lOC'1
Contract 09-5262
"County- Wide Engineering Services" - Civil-General (CI-GEN)
THIS AGREEMENT is made and entered into this 0/ day of _r\OJ~ , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and CPH Engineers, Inc., authorized to do
business in the State of Florida, whose business address is 500 West Fulton Street, Sanford, Florida
32771 (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. Civil-General (CI-GEN)
1
1 m,I' "1 ,. ,j
.' '4,j,f 4J' ~q,
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
IOC "'I
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.
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
loe 1.11
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 Gerald M. Cox, CGC, CUC, 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
101t I,f; '44
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
IGlC
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), orwhen 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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.
1 0.3 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, Purchasing Building
3301 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:
CPH Engineers, Inc.
2216 Altamont Avenue
Ft. Myers, FL 33901
Phone: 239-332-5499; Fax: 239-332-2955
Attn: Gerald M. Cox, CGC, CUC
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
lOC~1
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 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
ltm~-C I'l~~'
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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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
1 0 c~1
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,
r-_>",-
Dwight E. B~~,~lerk
:~~
r.- r...._'*- ,
.t...... ..~~
By: MW. c+
Fred Coyle, Chairman '
Approved as to form and
le~ffiCiencl).
(~iI K~~dl
Assistant County Attorney
iJ,I'..7
3 cd-ucia}LAr
Witness
Patricia Hunt, Assistant to President
m ~ame and Title
~ fh.~ ,JJ1..Jh..J
Witness
Linda M. Gardner, Sec. Treasurer
Typed Name and Title
CPH Engineers, Inc. .
/'1' ./'
By' ./~/ .~~~"
. L --- ".
David A. Gierach, President
Typed Name and Title
30
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
,20
(RFP/Bid 09-5262- Name of Discipline/s)
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:
ScoDe 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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
$60
$130
$85
$130
$160
$180
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
laC ~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 polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
llI)\C II
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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lee"
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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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,
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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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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
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 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
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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
10 c ~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 C '.1
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In conjunction with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, CPH 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
CPH Engineers, Inc.
By:
/ \
/./ ',/ :;,~ .-
. > ~ /:::;y;' //
/~--1"'" /'-../>..<~ ~~?~-,,-
/ . ~, . ~ ,
, David A. Gierach
TITLE: President
DATE: Februarv 23.2010
D-l
, .
Cllent#: 5132
4CPHENGI
ACORD,"
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DDfYYYY)
02/23/2010
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
Willis of Florida, Inc.
4880 Newberry Road, Ste. 100
Gainesville, FL 32635-7400
352 378-2511
CPH Engineers, Inc.
P.O. Box 2808
Sanford, FL 32772-2808
INSURERS AFFORDING COVERAGE
INSURER A: Hartford Insurance of the Southeast
INSURER 8: Firemans Fund Ins. Co.
INSURER c: FCCllnsurance Co.
INSURER D: US Specialty Ins Co
NAIC#
38261
21873
10178
29599
INSURED
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.
LTR NSR TYPE OF INSURANCE POLICY NUMBER P~l-i~~J~~~8~\E P%~fJfW~~~N LIMITS
A ~NERAL LIABILITY 21UUNIT8174 04101109 04/01/10 EACH OCCURRENCE .1 000 000
X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED .300 000
1 ClAIMS MADE ~ OCCUR MED EXP (Anyone person) .10000
- PERSONAL & ADV INJURY .1 000 000
GENERAL AGGREGATE .2 000 000
~'~ AGG~EriiE UMIT AP~r PER: PRODUCTS - COMP/OP AGG .2 000 000
POLICY X ~~R-r LOC
A ~TOMOBILE LIABILITY 21UUNIT8174 04/01/09 04/01/10 COMBINED SINGLE LIMIT
2L ANY AUTO (Eaacddenl) '1,000,000
- AlL OWNED AUTOS BODILY INJURY
.
SCHEDULED AUTOS (Per person)
-
~ HIRED AUTOS BODILY INJURY
.
~ NON.OWNED AUTOS (Peraccidenl)
PROPERTY DAMAGE .
(Peracddent)
~RAGE LIABILITY AUTO ONLY. EAACCIDENT .
ANY AUTO OTHER THAN EAACC .
AUTO ONLY: AGG .
B ~ESSJUMBRELLA L1ABIUTY SUOOO082843061 04/01109 04/01/10 EACH OCCURRENCE .5 000 000
X OCCUR D ClAIMS MADE AGGREGATE .5 000 000
.
R DEDUCTIBLE .
RETENTION . FOLLOWS FORM .
C WORKERS COMPENSATION AND 12510 01/01/10 01/01/11 X I ~~~ S!~IY;, I 10J~-
EMPLOYERS' L.IABIUTY .1 000 000
ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE .1,000 000
If yes, describe under .1,000,000
SPECIAL PROVISIONS below E.L. DISEASE. POLICY LIMIT
0 OTHER Professional US091073905 04101/09 04/01/10 $2,000,000 Per Claim
Liability $2,000,000 Aggregate
Retro: 04/15/1986 $150,000 Retention
DESCRIPTION OF OPERATIONS I L.OCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL. PROVISIONS
"except 10 day notice of cancellation for non payment of premium.
Re: Contract #09-5262 County Wide Engineering Services Board of County
Commissioners, Collier County FL has been added as additional insured.
CERTIFICATE HOLDER
CANCELLATION
Board of County Commissioners
Collier County, FL
Purchasing Dept, Purchasing Bldg
Alln: Stephen Y. Carnell
3301 Tamiami Trail
Na I FL 4112
ACORD 25 (2001/08) 1 of 2 #S295149/M290830
SHOUL.D ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WIL.L. ENDEAVOR TO MAIL. ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAIL.URE TO DO SO SHALL
IMPOSE NO OBL.IGATION OR L.IABIL.ITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
REPRESENTATIVES.
AUT ORIZED REPRESENTATIVE
FHITC
@ ACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADOITIONAL 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 WAIVEO, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer{s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-5 (2001108) 2 of 2
#S295149/M290830
lOCttl
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: HDR Engineering
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
FILE NO.:
) 0- ? at - 10 I S OCt
IOC
D~ TEc.RECEIVED:
.~ UJ nIL
.,,, "11\ '-r1-'~NFY
'A !!,J!\ . '-,j. [Ail I.: .
'-"
tj
ITEM NO.:
ROUTED TO:
7:1'0
>.-,.
R I I Pillt 53
"f (:/ Blso
I r2/l .5 +.
r13t L
__- ~?1'!
v I J/ /~ / j)
(),J
DL');~
1--0 5-'1 j Y"',
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 10,2010
To:
Office of the County Attorney
Jeff Klatzkow
6e.l
~ e.IJSI'~
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
. Contractor: HDR Engineering
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
RLS#
CHECKLIST FOR REVIEWING CONTRACTS
\0. pgc. - O\::D9
t\--9~ r(\~n~e.f~~ ~
Entity name correct on contract? __ ~...r
Entity registered with FL Sec. of State? __.0'es
Entity Name:
o~ 'S2Gz.
10Ci'~
No
No
Insurance ~
Insurance Certificate attached? Yes No
Insured registered in Florida? ~Yes _.._~No
Contract # &/or Project referenced on Certificate? Yes No
Certificate Holder name correct (BCC)? Yes No
Commercial General Liability ,-\ . \ I"'"
General Aggregate Required $ '2rn: \ \ Provided $ 2m;\\ Exp. Date ~
Products/Compl/Op Required $'2 ".,.. i \ ~ Provided $ 7....,.,... t \ Exp. Date ~.~
Personal & Advert Required $ ? r"\~ \ Provided $ '. <",i \ 1_ Exp. Date. . .
Each Occurrence Required $ '.Z- W'l: \, Provided $ \. "",:\ \ Exp. Date" . .
Fire/Prop Damage Required $ S '0 y.... Provided $ ~ Exp. Date ,. I
Automobile Liability +
Bodily Inj & Prop Required $____ Provided $ 2.fI\i \ \ Exp Date
Workers Compensation
Each accident Required $ \yni \\ Provided $ \ m \\ Exp Date ~
Disease Aggregate Required $ ~---'-' Provided $ ~ Exp Date ' c . J
Disease Each EmpI Required $ · , . J Provided $_. .. \ ~ \ \ Exp Date- --'--_ .
Umbrella Liability r>\ . \. r
Each Occurrence Provided $ -1m~ \ \ Exp Date _~
Aggregate Provided $ _!.!..--'-'_ Exp Date t . _'._ I
Does Umbrella sufficiently cover any underinsured portion? yVes _______No
Professional Liability r> \. \ _
Each Occurrence Required $___ Provided $ ~ Exp. Date ~
Per Aggregate Required $ Provided $ ~ Exp. Date I t "
Other Insurance
Each Occur Type: ReqUIred $ Provided $ Exp Date ~
County required to be named as additional insured?
County named as additional insured?
.Des
~Yes
Indemnification
Does indemnification meet County standards?
Is County indenmifying other party?
~~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
Yes
Yes
Yes
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
~Yes
~;~
~es
~~
~Yes
-1L.. Yes
-V"'=.Yes
Attachments
Are all required attachments included?
0es
No
No
(~~
--~~ V
No
._No
~No
~
t1tplt 5fJ
No
No
__.__No
~_~No rcK~~O
Reviewer Initials: ..~.~ .. ,\f\.I
Date: ~_.__. ~"
04-COA-OI030/2
MEMORANDUM
IOC
i
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: HDR Engineering
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
IOC
.~
'I
I
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonDiana
mausen g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
.
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
Coastal Engineering Consultants
Consul-Tech
CPH
David Plummer
EMA /'
HDR Engineering, Inc. V
Hole Montes
Johnson
Kisinger Campo & Associates
Tetra Tech, Inc
Tindale-Oliver
UR5 Corp
Vanus
Wilson Miller
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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 10 this entity Instead, contact this office by telephone or in writing
1
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Foreign Profit Corporation
HDR ENGINEERING, INC.
Filing Information
Document Number P06487
FEIIEIN Number 470680568
Date Filed 06/20/1985
State NE
Status ACTIVE
Last Event MERGER
Event Date Filed 07/30/1999
Event Effective Date NONE
Principal Address
5426 BAY CENTER DRIVE
SU ITE 400
TAMPA FL 33609-3444 US
Changed OS/22/2008
Mailing Address
8404 INDIAN HILLS DRIVE
OMAHA NE 68114-4049 US
Changed 04/14/1993
Registered Agent Name & Address
CT CORPORATION SYSTEM
1200 S. PINE ISLAND ROAD
PLANTATION FL 33324 US
Name Changed: 06/02/1992
Address Changed: 06/02/1992
Officer/Director Detail
Name & Address
Title DCEO
BELL, RICHARD R
9960 BLOOMFIELD DRIVE
OMAHA NE 68114
Title DEVP
HANEY, JAMES K
1220 RUSTIC LANE
http://www.sunbiz.org/scripts/cordet.exe?action=DETFl L&in'L doc _ number= P06487 &inq... 3/12/2010
www.sunbiz.org - Department of State
SPICEWOOD TX 78669
Title D EVP
BLEEKER. GARY L
1609 S. 193RD STREET
OMAHA NE 68130
Title S
PACHMAN,LOUIS J.
5008 CHICAGO STREET
OMAHA NE
Title T
LACEY, WENDY L
6804 N, 106TH CIRCLE
OMAHA NE 68122
Title DP
LITTLE, GEORGE A
2802 N, 160TH STREET
OMAHA NE 68116
Annual Reports
Report Year Filed Date
2007 07/20/2007
2008 OS/22/2008
2009 04/18/2009
Document Images
04/1812009 -- ANNUAL REPORT
OS/22/2008 -- ANNUAL REPORT
07/20/2007 -- ANNUAL REPORT
0412312007 -- ANNUAL REPORT
05/02/2006 n ANNUAL REPORT
05/04/2005 -- ANNUAL.REPORT
04/26/2004 n ANNUAL REPORT
03/21/2003 -- ANNUAL REPORT
05/02/2002 -- ANNUAL REPORT
11/0112001 -- ANNUAL REPORT
04/27/2001 -- ANNUAL REPORT
04/20/2000 -- ANNUAL REPORT
07/30/1999 n Merger
04/26/1999 ANNUAL REPORT
05/05/1998 -- ANNUAL REPORT
04/21/1997 -- ANNUAL REPORT
04/16/1996 -- ANNUAL REPORT
04/27/1995 -- ANNUAL REPORT
Page 2 of 3
1,0 C l,"'lt ". '
" f-,,.,-,. ~
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. View image in PDF formal
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Note: This is not official record. See documents if question or conflict. I
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I HeJrr:., I (r):1t~JcI 11':: i UUi,mV'I',t C;('d',!~r"; I [-F'iliI!(j
! Ic,r'ms i 1!,.lu
Ce'11y'f',,]111 dl!d "rl,'l(V j;oliciCS
[~')pyri(Jhl 2CO} ~::'\dl(, of I Dnd,l, ,"C'pcntrrv'nt ,;' St',I\<:'
http://www.sunbiz.org/scripts/cordet.exe?action= D ETFIL&inq~ doc _ number=P06487 &inq... 3/12/2010
it~
CERTIFICATE
The undersigned hereby certifies that he is the Secretary of HDR Engineering,
Inc., a Nebraska corporation, and that, as such, has custody of the minute books of the
Corporation, and that, by Consent and Agreement of the Board of Directors dated
May 21, 2008, the following resolutions were unanimously adopted:
"RESOLVED, that effective immediately and until June 20, 2009, or until
termination of said individual from the Corporation, or until recision by the
Corporation's Board of Directors, whichever occurs first, the following
individuals are hereby granted the nondelegable authority to execute or
approve on behalf of the Corporation, contracts for engineering services and
architectural services incidental to engineering services to be rendered by
the Corporation, . .. or releases of claim or lien in connection with such
services, such contracts or releases so executed or approved shall be
binding upon the Corporation:
. . William H. Wadsworth - Executive Vice President. . .
. . . Paul A. Bowdoin - Senior Vice President. . .
. . . Steven A. Keyes - Senior Vice President. . .
. . . James W. Lee - Senior Vice President. . .
. . . Harold E. Lewis, Jr. - Senior Vice President.
. . . Larry D. Low - Senior Vice President. . .
. . . Charles T. Sinclair - Senior Vice President. . .
. . . Eugene N. Balter - Vice President. . .
. . . Robert E. Kellner - Vice President. . .
. . . Ray E. Reissener - Vice President. . .
. . . Guillermo (Will) J. Suero - Vice President. . .
. . . Carol C. Worsham - Vice President. . ."
"RESOLVED, that the following are elected officers of the Corporation for
the ensuing year and until their successors are elected and qualified:
. . . William H. Wadsworth - Executive Vice President. .
. . . Paul A. Bowdoin - Senior Vice President. . .
. . . Ricardo N. Calvo - Senior Vice President. . .
. . . C. Edwin Copeland, Jr. - Senior Vice President. . .
. . . Kenneth A. Hartmann - Senior Vice President. . .
. . . Marilyn D. Jackson - Senior Vice President. . .
. . . Steven A. Keyes - Senior Vice President. . .
. . . James W. Lee - Senior Vice President. . .
. . . Harold E. Lewis, Jr. - Senior Vice President.
. . . Larry D. Low - Senior Vice President. . .
. . . Kent L. McWaters - Senior Vice President. .
. . . James A. Moore - Senior Vice President. . .
. . . Charles T. Sinclair - Senior Vice President. . .
IOC.'1
. . . David M. Taylor - Senior Vice President. . .
. . . Thomas W. Atkins - Vice President. . .
. . . Eugene N. Balter - Vice President. . .
. . . Subrata Bandyopadhyay - Vice President.
. . . Douglas L. Butler - Vice President. . .
. . . Donald J. Castro - Vice President. . .
. . . Michael J. Condran - Vice President. . .
. . . Robert E. Cone - Vice President. . .
. . . George T. Eliason - Vice President. . .
. . . Stephen J. Ferrell- Vice President. . .
. . . Lewis R. Herrington - Vice President. .
. . . Donald R. Holcomb - Vice President. . .
. . . Bradford L. Johnson - Vice President.
. . . Robert E. Kellner - Vice President. . .
. . . Anwar A. Khan - Vice President. . .
. . . Andre E. Lauzier - Vice President. . .
. . . Juan C. Lopez-Paniagua - Vice President. . .
. . . Chad A. Luedtke - Vice President. . .
. . . Michael J. McGlashan - Vice President. . .
. . . Barry J. Meyer - Vice President. . .
. . . Bruce N. (Neal) Poteet - Vice President. . .
. . . Kristina M. Price - Vice President. . .
. . . John A. Ranon - Vice President. . .
. . . Ray E. Reissener - Vice President. . .
. . . Lawrence S. Romaine - Vice President. . .
. . . Warren N. Smith - Vice President. . .
. . . Bradford M. Stone - Vice President. . .
. . . Guillermo (Will) J. Suero - Vice President.
. . . Theunis A. Vanderveen - Vice President. . .
. . . Stephen C. Wilson - Vice President. . .
. . . John E. Wimberley - Vice President. . .
. . . Carol C. Worsham - Vice President. . .
. . . Louis J. Pachman - Secretary. . .
. . . Bonnie J. Kudron - Assistant Secretary."
In addition, by Consent and Agreement of the Board of Directors dated
July 1, 2008, the following resolution was unanimously adopted:
"RESOLVED, that Christopher M. Haney. . . are hereby named additional
Vice Presidents of the Corporation, to serve for the balance of the ensuing
year or until their successors are elected and qualified."
The undersigned further certifies that the foregoing resolutions have been spread
in full upon the minute books of the Corporation and are in full force and effect.
DATED, \. \ I.,)
I
i(
,2008.
"....- "
. ~\I\HRI"'i.".
I' ,\ " ........ '
! ...... ...1t,~
. ~ .' 0""''''
i Q ,: (" ' . { "... "
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- ,
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\( ')-C(d )_)(,,>,~ t / Ll/( eC/'{
Louis J. Pachman, Secretary
)'_'M
STATE OF NEBRASKA
COUNTY OF DOUGLAS
On this '3~ day of ~~ , 2008, before me, Bonnie J. Kudron,
personally appeared Louis J. Pac an, k'hown to me to be the person who executed the
within instrument as Secretary of and on behalf of the corporation therein named and
acknowledged to me that the corporation executed it.
GENERAL NOTARY. Sial. of N.bta.i<l
(NOT R EALl&NNIEJ,KlJDRON
COIM1. !lip, 0... 20, 2001
"
~~"---
Bonnie J, Kudron,
,..dL_<JV--
otary Public
10C
Contract 09-5262
"County- Wide Engineering Services" - Civil-Public Utilities Water, Wastewater and Irrigation
(CI-PU H20), Civil-Transportation Bridge (CI-Bridge), and Civil-Transportation eEl (CI-CEI)
THIS AGREEMENT is made and entered into this ~day of M ~h, 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and HDR Engineering, Inc., authorized to
do business in the State of Florida, whose business address is 5426 Bay Center Drive, Suite 400,
Tampa, Florida 33609-3444 (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. Civil-Public Utilities Water, Wastewater and Irrigation (CI-PU H20)
lOCI'
2. Civil-Transportation Bridge (CI-Bridge)
3. and Civil-Transportation CEI (el-CEI)
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
2
'IOCil~
>. ,
, . ..'
.' . i~'A,~
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
IOCIR
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 Michael Condran, P.E., 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
10C\l~f~
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
lOCltl
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
IDC 11
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
lOCf'
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
IOC ~I
(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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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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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).
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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
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.
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-
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.
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.
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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.
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
14
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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
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
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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:
17
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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.
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10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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.
1 0.4 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
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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.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSU L T ANT. 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
20
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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.
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
21
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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.
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
22
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'l
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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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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, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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. . '111~
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:
HDR Engineering, Inc.
5426 Bay Center Drive, Suite 400
Tampa, FL 33609-3444
Phone: 813-282-2300; Fax: 813-282-2430
Attn: Michael Condran, 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.
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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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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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
lOCII
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
10C~~tJ
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By: '""A..J- w. (+
Fred Coyle, Chairman
Date:
..IC ..
. 1 lJflIt.... , 011. 4
Approved as to form and
le~fficien7Y)
J-wlHd-1
A€sistoRt County Attorney
Dr>p"}
Witness !tV ~
Michael Condran, V.P.
Typed Name and Title
HDR Engineering, Inc.
By: ~&/
Paul Bowdoin, Sr. V.P.
Typed Name and Title
-3~ cJo~
Witness
Susan Clark, Exec. Sec.
Typed Name and Title
30
IOCII
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Civil-Public Utilities
Water, Wastewater and Irrigation (CI-PU H20), Civil-Transportation Bridge (CI-Bridge), and Civil-Transportation
CEI (CI-CEI)
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 fo[lowing:
* 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 Artic[e Five of the Agreement, the Owner will compensate the Firm in accordance with
the fo[lowing 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 wi[1 be
used for which tasks)
Task I
Task II
Task [II
$
$
$
$
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
lOCII
Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cate!lorv
Standard Hourly Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
lOCII
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
C-1
10 C Vl~r<~
contain a provision that coverages afforded under the policies will not be canceled or
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within 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
laC 1~1
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
10C i<!
5' ,{
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 Stat~s 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 c "~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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
IOC l~
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? ~_ Yes _ No
C-6
10c~1
(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 c i~1
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
10C11
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
loc-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
loc~1
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, HDR 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
HDR Engineering, Inc.
BY:
~~
,
TITLE: Sr. V.P.
DATE: Feb. 26, 2010
D-1
~
lOC \1
ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY)
~ 6/1/2010 3/1/2010
PRODUCER Lockton COm&anieS, LLC-1 Kansas City THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
444 W. 47th treet, Suile 900 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Kansas Cily MO 64112-1906 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
(816) 960-9000 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE NAIC#
INSURED HDR ENGINEER[NG, INC. INSURER A: Hartford Fire Insurance Company 19682
1013472 8404 INDIAN HILLS DRIVE INSURER B. Allied World National Assurance Company 10690
OMAHA NE 68114-4049
INSURER c: New Hampshire Insurance Company 23841
INSURER 0: Insurance Company ofthe State ofPA 19429
, INSURER E Zurich American Insurance Company 16535
COVERAGES
HDRINOl
SA
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING
IN~'IRER/!,;l_ AIITHORIZED REPRESENTATIVE OR PRCinliCFR APlln-THF CERTIFICATE HOLDER.
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.
INSR ADD'l POLICY EFFECTIVE POLICY EXPIRATION
LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE (MM/DDIYY) DATE (MM/DDIYY) LIMITS
~NERAL LIABILITY EACH OCCURRENCE , 1 000 000
A X COMMERCIAL GENERAL LIABILITY 37CSEQU0950 6/112009 6/112010 ~~~~~~J9E~~~~~nce\ $ I 000 000
I CLAIMS MADE [R] OCCUR MED EX? (Anyone person) $ 10000
~ Contractual Liab. PERSONAL & ADV INJURY $ 1 000 000
- GENERAL AGGREGATE $ 2 000 000
~'L AGG~E~E~ LIMIT APM~ PER: PRODUCTS - COMPIOP AGG $ 2 000 000
POLICY X ~:~T X LOC
A ~TOMOBILE LIABILITY 37CSEQU0951 (AOS) 611/2009 6/112010 COMBINED SINGLE LIMIT $ 2,000,000
A 1f... ANY AUTO 37CSEQU0952 (HI) 6/1/2009 6/112010 (Ea accidenl)
- ALL OWNED AUTOS BODILY INJURY XXXXXXX
(Per person) $
- SCHEDULED AUTOS
~ HIRED AUTOS BODILY INJURY XXXXXXX
,
~ NON-OVvNED AUTOS (Peraccidenl)
PROPERTY DAMAGE $ XXXXXXX
(Peraccidenl)
~~GE LIABILITY AUTO ONLY - EA ACCIDENT $ XXXXXXX
NOT APPLICABLE XXXXXXX
ANY AUTO OTHER THAN EAACC ,
AUTO ONLY' AGG , XXXXXXX
KJ~SSJUMBRELLA LIABILITY EACH OCCURRENCE $ I 000 000
B X OCCUR D CLAIMS MADE C012177/001 611/2009 611/2010 1 000 000
AGGREGATE $
(EXCLUDES PROF. LIAB) , XXXXXXX
[K] UMBRELLA XXXXXXX
:;:1 DEDUCTIBLE FORM $
X RETENTION , 0 $ XXXXXXX
C WORKERS COMPENSATION AND 3621195 (AOS) 6/112009 7/112010 X I T~~,;>I~~s I IOJ~.
EMPLOYERS' LIABILITY VIN
D ANY PROPRIETOR/PARTNER/EXECUTIVE [ill 3621196 (CA) 611/2009 7/112010 EL EACH ACCIDENT , 1,000,000
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) E.L DISEASE - EA EMPLOYEE $ 1,000,000
If yes. describe under 1,000,000
SPECIAL PROVISIONS be",w E.L. DISEASE. POLICY LIMIT I
E OTHER EOC9260026-02 611/2009 6/1/2010 PER CLAIM: $1,000,000 AGG
ARCHS & ENGS $1,000,000
PROFESSIONAL
LIABILITY
DESCRIPTION OF OPERATIONStLOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
RE: CONTRACT #09-5262 COUNTY WIDE ENGINEERING SERVICES. COLLIER COUNTY IS NAMED AS ADDITIONAL INSURED ON GENERAL
UABlLITY AS PER WRITTEN CONTRACT, ON A PRIMARY, NON-CONTRIBUTORY BASIS. WAIVER OF SUBROGATION APPLIES WHERE
APPLICABLE BY LAW.
CERTIFICATE HOLDER
10810832
COLliER COUNTY
A TTN: DIANA DELEON
3301 TAMtAMI TRAIL EAST
NAPLESFL34112
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL OOXe4)013.:4'M MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Jro{X~~)tll(tJU{OO)$:K4X(x
_;,g<<;Q!iI)(;XWl>i;Q~)oJ~I(1((lf)@lKomo :>1eo)j_X,*!l1l(~X1X~m1$X<X<
AUTHORIZED REPRESE
ACORD 25 (2009/01)
@ 1988-2009 0 CORPORATION. All rights reserved
The ACORD name and IOQO are reQistered marks of ACORD
For Ques~~ons reQardinQlhis cl!_rtificale._co!:"l~c_t lh~_n_ulllE.~J-,-s!!.<!in_I~_ll_:pr(:io~cer' section above and soeci{v the client cod& 'HORIN01'.
lOC'f1
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Tetra Tech
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1)
10C~1
e- ,Qf'.ll;,_ RECEIVED:
'".'1 i j il...
..:()!J01 \' i\F()RNEY
~
~, 11'-'
":;/t/~C Lr~
~/ ~'F ~
~11 ~
'E~ .~'
,f) ()}I)
''7 j;>
f1
~
ITEM NO.:
FILE NO.:
10 -~, DISdO
ROUTED TO:
?} '~J :~l ,:\ r.:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 10, 2010
To:
Office of the County Attorney
Jeff Klatzkow
51<.1
OW O/J~-
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
. Contractor: Tetra Tech
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
... --_.--,---~._.--.,~-",---,-,,~-_..__.~-..
MEMORANDUM
10 C 11
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Tetra Tech
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
IDe II
mausen g
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonDiana
mausen_g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul-Tech
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc V'
. Tindale-Oliver
. UR5 Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above, We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
www.sunbiz.org- Department of State
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Foreign Profit Corporation
TETRA TECH. INC,
Filing Information
Document Number P19034
FEIIEIN Number 954148514
Date Filed 04/28/1988
State DE
Status ACTIVE
Last Event MERGER
Event Date Filed 12/30/2003
Event Effective Date 01/02/2004
Principal Address
3475 E, FOOTHill BLVD,
PASAOENA CA 91107
Changed 07/14/2003
Mailing Address
3475 E. FOOTHILL BLVD,
PASADENA CA 91107
Changed 07/14/2003
Registered Agent Name & Address
CT CORPORATION SYSTEM
1200 S. PINE ISLAND ROAD
PLANTATION Fl 33324 US
Name Changed: 03/18/1992
Address Changed: 03/18/1992
OfficerlDirector Detail
Name & Address
Title CEOO
BATRACK, DAN L
3475 E. FOOTHILL BLVO
PASAOENA CA 91107
Title SVP
BROWNLIE, WilLIAM R
3475 E. FOOTHILL BLVD,
PASADENA CA 91107
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Title SVP
LEMMON, RICHARD A
3475 E. FOOTHILL BLVD.
PASADENA CA 91107
Title VPFS
JENKINS, LAWRENCE E
201 E. PINE ST" STE, 1000
ORLANOO FL 32801
Title EVPT
KING, DAVID W
3475 E, FOOTHILL BLVD,
PASADENA CA 91107
Title VSGC
SALIN, JANIS B
3475 E FOOTHILL BLVD.
PASADENA CA 91107
Annual Reports
Report Year Filed Date
2008 02/15/2008
2009 01/14/2009
2010 01/28/2010
Document Images
01/28/2010 -- ANNUAL REPORT
01/14/2009 -- ANNUAL REPORT,
02/15/2008 -- ANNUAL REPORT '.
03/12/2007" ANNUAL REPQRT
02/08/2006 -- ANNUAL REPORT
02/23/2005 -- ANNUAL REPORT
01/31/2005 -- ANNUAL REPORT
05/13/2004 -- ANNUAL REPORT
05/05/2004 -- ANNUAL REPORT
03/01/2004 -- ANNUAL REPORT
12/30/2003 -- Merger
07/14/2003 -- ANNUAL REPORT
03/03/2002 -- ANNUAL REPORT
05/15/2001 -- ANNUAL REPORT
05/04/2000 -- ANNUAL REPORT
04/07/1999 -- ANNUAL REPORT
07/29/1998 ANNUAL REPORT
04/09/1997 -- ANNUAL REPORT
02/09/1996 -- ANNUAL REPORT
04/14/1995 -- ANNUAL REPORT
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J:;HECKLIST FOR REVIEWING CONTRACTS
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Contract # &lor Project referenced on Certificate? _ Yes ~~~~ coa:1t,..\".f ~
Certificate Holder name correct (BCC)? Yes No
Commercial General LiabilitY.. ~
General Aggregate Required $~: \ \ Provided $::2m~ \ L Exp. Date
Products/CompVOp Required $.~.......!.L Provided $" , , Exp, Date _~.~
Personal & Advert Required $ ~_!.-'-- Provided $ \;;\f\\ Exp. Date ~_.----'-!.
Each Occurrence Required $ ---'-'-~ Provided $ .._~.l \ Exp. Date r, J J
Fire/Prop Damage Required $ 'S:JV- Provided $.~,~ Exp, Date =~ __J J
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Bodily Inj & Prop Required $ 'Cicc> 'f- Provided $.'bm.~ \ Exp Date \ D).t 10
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Each accident Required $ \ m~ \ t. Provided $ \ ""': \ l. Exp Date ~
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Disease Each Empl Required $ ~..!..J Provided $ '. '1 Exp Date -'-L_~
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Aggregate Provided $ ............-'-' Exp Date I. I I
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Other Insurance
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County required to be named as additional insured?
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Indemnification
Does indenmification meet County standards?
Is County indemnifying other party?
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Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond .
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Signature Blocks I ./
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Date.. .
04-CO.4.-010_0/ 2
1 0 C~I
Contract 09-5262
"County- Wide Engineering Services" - Coastal Zone/Environmental (CZ), and Public Utilities
Facility Design (CI-PU Design)
THIS AGREEMENT is made and entered into this ~day of 1/I\.0Jv,.J..-- ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Tetra Tech, Inc., authorized to do
business in the State of Florida, whose business address is 3475 E. Foothill Boulevard, Pasadena,
California 91107 (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. Coastal Zone/Environmental (CZ)
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2. and Public Utilities Facility Design (CI-PU Design)
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
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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 Daniel M. Nelson, P.E., 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 requirernents
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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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;
8
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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
9
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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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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 reirnbursable 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).
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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
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.
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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.
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.
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1.
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.
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
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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
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
15
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3,3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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:
17
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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.
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10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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.
1 0.4 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
19
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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.
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
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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.
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
21
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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.
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 payrnent for Services performed through the termination date, but in no event
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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, Purchasing Building
3301 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:
Tetra Tech, Inc.
10600 Chevrolet Way, Suite 300
Estero, FL 33928
Phone: 239-390-1467; Fax: 239-390-1769
Attn: Daniel M. Nelson, 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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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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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: .
BYFffid 't~h~m'~
Date:
M~1t U'~',,~~'
"GMt.... on,>' ' '
A'NJ~ ~(;ItV;O ;&..,,~~o;;:....sc.cL 0~Jk.......":.
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Coastal
Zone/Environmental (CZ), and Public Utilities Facility Design (CI-PU Design)
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed,
IOCltl
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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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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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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
lOC
,
,
I
j
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 clairns.
(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 C ~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-?
lOC il
,
1
b
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
10C~1
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
lOG 11
(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
lOC
-
i
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 "County
Wide Engineering Services" are accurate, complete and current as of the time of
contracting.
Tetra Tech, Inc.
BY: ~ "l
TITLE: J)\ P
z..\-Z~\\O
.
DATE:
D-1
10 C b~
----. I DATE(MM(DD(VVVV)
Ac:6R~1frJ CERTIFICATE OF LIABILITY INSURANCE
------ 03(15(2010
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY
Aon Risk Insurance services west, lnc.
Los An~eles CA office AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
707 wi shire Boulevard CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
suite 2600 COVERAGE AFFORI>ED BY THE POUCIES BELOW.
LoS Angeles CA 90017-0460 USA
'"0,",(8661 283-7122 FAX. (8471 953 5390 INSURERS AFFORDING COVERAGE NAIC#
INSURF:D INSlIRFR A Chartis Specialty Insurance company 26883
Tetra Tech, lnc. I>';Sl!RI,1{ B Insurance Company of the State of PA 19429
201 East Pine Street
orlando FL 32801 USA INSl'RER C National Un; on Fi re Ins Co of pi ttsbu rgh 19445
INSl'Ri::R D Lexington Insurance company 19437
TNS1'kL,R E
COVERAGES
-
"
!E
=
"
:s
-
"
."
'0
SIR applies per terms and conditions of the policy ~
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO TI-lF INSCRED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDlT10N OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPF(TTO WII!CH TIiIS CERTIFICATE MAY I:lE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY TilE POLICIES DESCRIBE) HEREIN IS SUBJECT TO AU TIlE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES
AGGREGATE LIMITS SHOWN MAY IIAVE I3EEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED
I/liSR A"""
LTR I/liSR TYPE OF Ii\:SURA:"lCE rouev I\lII\1BEI{ POLlCV EFFH'T1VE POLICY t:XPIRATIO]\i LIMITS
f)ATEII\1MIDDfVVVV DATE(MMIDD/YYYY
C ~... ""'"" GL4376193 10/01/2009 10/01/2010 EACH OCCURRENCE $1,000,000
X COMMERCIAL GENER,\L UABlLITY DAMAGE TO RENTED $100,000
CLAIMS MADE [!] OCCUR PREMISES(E;l\J"curwnc~)
AnvoneneT>on
X x,c,u coverage '"
PERSONAL & ADV INJlJR Y $1,000,000 ~
~
"
(iE~'ERALACi(JREl,ATE $2,000,000 ""
0
GE:-;'L AOGREGATF LIMIT APPUES PER ""
PRODUCTS - COM 1'101' AGG $2,000,000 M
0
D POLICY I2J PRO- D Loe 0
JECT "
~
C AUTOMOBILE LIABILITY CA 826 33 86 10/01/2009 10/01/2010 ..
COMmNl'D SINGLE LIMIT .
rx ANY AUTO (Ea"ccidenl) $2,000,000 Z
f- "
ALL OWNED AUTOS <;;
f- IlODlL Y I:-:JURY y
SCHEDULED AUTOS (P~r peT>on) !E
X -
HIRED AUTOS BODILY INJURY "
X U
NON OW:-iFD AUTOS (I'craccidcnl)
- PROPERTY DAMAtoE
- IPcr"cci,\<'nl)
GARAGE LIABILITY \UTO OS!.Y - fA ACCIDENT
R ANY AUTO OTHER THA~' EAACC
AUTO ONLY
AGG
D EXCESS f UMBRELLA LIABILITY TH0900029 10/01/2009 v,. "' Iv EACH OCCURRENCE " , vvv ,VVV
~ OCCUR 0 CLAIMS MAD!' A(;GRl'GATE $5,000,000
~ DEDUCTIBLE
RETENTION $100,000
B wc",",,18 X I~~~~ STATU-I I~TH-
B WORKERS COMPENSA TIO~ Arm wc6987927 10/01/2009 10/01/2010
Y f:-' T RY LIMITS lOR
t:MPI.on:RS'LlABILlTY ~ E.L. EACH ACCIDENT $1,000,000 =
ANY PROPRIETOR i PARTNER/ EXECUTIVE
OFFICER/MEMBER fXCLUDED? lOt. DlSEASE.EA EMPLOYEE $1'000'00,!
(MandHlul)'lnI\"H)
If yes. desnihe underSPl'ClAL E,L. DISEASE-POLlCY LIMIT $1,000,000
I'ROVISIONS below
A (OPS1952583 10/01/2009 w, "",,"W Each clain $5,000,000
OTllER prof/poll Liab $5.000.000 ;i
Contractor Prof Agggregate
Deductible $250,000 ~
DESCRIPTION OF (lPI'RATIONS/LOCATrONS/VEH!CLESfEXCLL'SIONS ADDEO BY ENDORSEMENT/SPECIAL PROVISIUNS
RE: For any and all work to be performed for collier county. Collier county is deemed as addi ti ona 1 insured with ~
respect to General L i abil ity and Auto Liability as requi red by contract. Stop Gap coverage for the following
states: OH, WA, WY. ~
"--'
CERTIFICATE HOLDER
collier county
Attn: Diane Deleon
3301 E. Tamiami Trail
Naples FL 34112 USA
CANCELLATION
AUTH(JRIIFD REPRESE~TATlVI,
.s.rtn ~.f__.5I'........ ~k
SHOULD ANY 01- THE AllOVE DESCRIllED POLICIES llE CANCELLED BEFORE THE EXPIRATION
DATF THEREOf, THE ISSlJIN(i INSURER WILL ENDEAVOR TO MAIL
30 DAYS WRITTEN NOTICE TO TIlE noRTlflCATE 1l0lDER NAMED TO THE LEFT.
llUT FAILURE TO DO SO SHALL IMPOSE NO OI3UUATION OR UAI3JUTY
or ANY KIND UPON THE INSIIRER,lTS AGENTS Of( REPRESE~TATIVES
ACORD 2S (2009/01)
<OJ988-2009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are regi.~tHed marks of ACORD
IOC 'j
MEMORANDUM
Date:
March 17, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: EMA
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
DO NOT WRITE ABOVE THIS LINE
IDC
;T{ t::IVD~30! \ \~
<,JY l 5 -t';tn Jb
~2 ~ y,~)'1.
v[F
ITEM NO.:
FILE NO.:
ROUTED TO:
. {)- P 12 (! - {J/~5(}5f
,
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REQUEST FOR LEGAL SERVICES
J:::,
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--'., f::':
Date:
March 10,2010
-~I
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To:
Office of the County Attorney
Jeff Klatzkow
Ul
W
From:
Diana De Leon, Contract Technician
Purchasing Department
St-I
"':h~ 0\ ICOII 0
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: EMA
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
MEMORANDUM
IOC
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: EMA
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
MEMORANDUM
IOC! Ii!
f :'1
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1, 2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
,lEMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'l
Tindale-Oliver
TLC
URS Corp
Vanus
WilsonMiller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
10 C t t~
mausen g
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10. 2010 3:29 PM
DeLeon Diana
mausen_g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul-Tech
. CPH
. David Plummer
. EMA V
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. URS Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS!Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
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IOCII
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Foreign Profit Corporation
EMA OF MINNESOTA. INC.
Cross Reference Name
EMA. INC.
Filing Information
Document Number P14937
FEI/EIN Number 411467091
Date Filed 06/23/1987
State MN
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 03/08/2010
Event Effective Date NONE
Principal Address
1970 OAKCREST AVE
SUITE 300
ST. PAUL MN 55113 US
Changed 02/06/2009
Mailing Address
1970 OAKCREST AVE
SU ITE 300
ST. PAUL MN 55113 US
Changed 02/06/2009
Registered Agent Name & Address
OVERBEEK. BILL
1042 FOGGY BROOK PLACE
LONGWOOO FL 32750 US
Name Changed: 02/06/2009
Address Changed: 08/18/2008
Officer/Director Detail
Name & Address
Title P
BRUECK, TERRANCE
1970 OAKCREST AVE.. SUITE 300
ST. PAUL MN 55113 US
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10 C f';',.~
www,sunbiz.org - Department of State
Title V
CASCIO, JUDITH
191 TERRY ROAD
HARTFORD CT 06105
Title V
YOKOPENIC, CRAIG
1970 OAKCREST AVE., STE. 300
ST. PAUL MN 55113
Title S
BIALKA, BRUCE
1970 OAKCREST AVE., STE. 300
ST. PAUL MN 55113 US
Title V
LERNER, NANCY
10777 WESTNEIMER, STE. 1100
HOUSTON TX 77042
Title T
YOUNKIN, CLYDE /
900 NORTHBROOK DR., SUITE 110
TREVOSE PA 19053 US
Annual Reports
Report Year Filed Date
2008 08/18/2008
2009 02/06/2009
2010 01/11/2010
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01/11/2010 -- ANNUAL REPORT
02106/2009 -- ANNUAL REPORT
08/18/2008 -- ANNUAL REPORT
05/02/2008 -- ANNUAL REPORT
03/08/2007 -- ANNUAL REPORT
01/24/2006 --ANNUAL REPORT
05/03/2005 -- ANNUAL REPORT
01/12/2004 -- ANNUAL REPORT
01/13/2003 -- ANNUAL REPORT
02/13/2002 -- ANNUAL REPORT
02/07/2001 -- Name Change
01/19/2001 -- ANNUAL REPORT
01/20/2000 -- ANNUAL REPORT
03/01/1999 -- ANNUAL REPOF<1
02/04/1998 -- ANNUAL REPORT
01/30/1997 -- ANNUAL REPORT
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IO C 'ff
04/03/1996 -- ANNUAL REPORT
02/07/1995 -- ANNUAL REPORT
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htlp:/ /www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inCLdoc _ number= P 1493 7 &inq... 3/12/2010
RLS#-1 D .~ ,0 I ~D2>
CHECKLIST FOR REVIEWING CONTRACTS
EntiryName:~f-m"'f\Y\'C~ II'.\"'{' . ctlb)~ eVY'O.,:c::t"C..
:~ ~~ 10 C
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &Ior Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability
General Aggregate Required $ ?,...,; \ \
Products/CompVOp Required $ '2....~ \ l
Personal & Advert Required n (Y\~ \ \
Each Occurrence Required $~t I
Fire/Prop Damage Required $ ~__
Automobile Liabiliry
Bodily Inj & Prop Required $ c::;r-..r., \(.
Workers Compensation
Each accident Required $ \ ~~ \ \
Disease Aggregate Required $ ~
Disease Each Empl Required $ . \
Umbrella Liabiliry
Each Occurrence Provided $ 5 '1\'\1\ \ Exp Date .. \hb \
Aggregate Provided $ '5W\:\\- EXP.9J'. te ". . I
Does Umbrella sufficiently cover any underinsured portion? ~Yes _No
Professional Liabiliry , \. \. I
Each Occurrence Required $..lmUL. Provided $ 3m; \ \ Exp. Date ~
Per Aggregate Required $ ~_ Provided ~tt"\: \ \ Exp. Date . t .,
Other Insurance
Each Oceur Type:
Entity name correct on contract?
Entity registered with FL Sec. of State?
~.Ye:
Yes
Yes
Provided $ "'2. M. \ \
Provided $ ? W\;\ \
Provided $ t fY\' \ \
Provided $ \ W\O \ \
Provided $ ?:J$J y,...
Provided $ '.'Mi- \
Provided $ \M'\\
Provided $ ------'-!.-.-__. ,
Provided $ _~_L
Required $____
Provided $
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of boud
Does dollar amount match contract?
Agent registered in Florida?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
Attachments
Are all required attachments included?
~:
LYes
Yes
__Yes
Yes
/~Yes
~~::
---v Y es
~:
V~;s
0es
Yes
~No
No
__No
~No
Exp. Date ~
Exp. Date ~~~
Exp. Date ~~
Exp. Date' ... . .
Exp. Date ~ ' ,
EXPDate~
Exp Date ~-'_
Exp Date ~~
Exp Date ~..~
Exp Date_
No
No
~~
No
No
No
No
No
~No
No
~No
No
No
No ~
Reviewer InrtJa]s: I
Dat" 10
04-COA- 0 22
10 C ,'~
Contract 09-5262
"County- Wide Engineering Services" - Electrical (EL)
THIS AGREEMENT is made and entered into this ~ day of.~ , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and EMA of Minnesota, Inc. d/b/a EMA,
Inc., authorized to do business in the State of Florida, whose business address is 1970 Oakcrest
Avenue, Suite 300, St. Paul, Minnesota 55113 (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. Electrical (EL)
1
lOC"'a
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
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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.
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 Mark A. Waronker, P.E., PMP, 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 CONSU L T ANT 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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.
1 0.4 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.
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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
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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, Purchasing Building
3301 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:
EMA of Minnesota, Inc.
2180 West SR. 434, Suite 6100
Longwood, FL 32779-5013
Phone: 407-865-6601; Fax: 407-865-6615
Attn: Mark A. Waronker, P.E., PMP
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 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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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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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:
Dwight E. Broc;:k, Clerk
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
A~~ II
.t...... "'f ~ .
By: ~W. c+
Fred Coyle, Chairman
,JL....
.Ai'ii"t~nt County Attorne'y
:lJ1p~ju
Witness
Debra Annocki. Offirp ~eam Lead
Typed Name and Title
;)u~~ iJzury
Witnes
Patty MlIrpny C:"pp,wt- C:pecialist II
Typed Name and Title
EMA of Minnesota, Inc., d/b/a EMA Inc.
B:,,,~~~:o~oom'iOO'
Typed Name and Title
Officer
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
, 20
(RFP/Bid 09-5262- Electrical (EL)
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Designer
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
$130
$160
$180
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
10C~1
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered 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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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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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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
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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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(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287,055, Florida Statutes, EMA of Minnesota, Inc" d/b/a EMA, 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
EMA of Minnesota, Inc., d/b/a EMA, Inc.
BY C~~t~,,~
TITLE: Chief Operations Officer
DATE: February 22,_ 2010
D-1
'nl' .,
ACORQ" CERTIFICATE OF LIABILITY INSURANCE .. 'Wl'E _/DDIVVVV)
02/22/2010
PRODUCER 651-621-8980 FAX 651-621 8989 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Dennis J. Linder & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
An affiliate of American Agency, Inc. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
731 Bielenberg Drive, Suite 204
Woodbury, MN 55125-1701 INSURERS AFFORDING COVERAGE NAIC#
INSURED EMA, Inc. INSURER A" Phoenix Insurance Company
1970 Oakcrest Ave INSURER B' Travelers Indemnity Company of C nnecticut
Suite 300 INSURER C Travelers Property Casualty Co 0 America
St. Paul, MN 55113 INSURER 0: Travelers Casualty and Surety Co pany
I 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.
INSR DO' TYPE OF INSURANCE POLICY NUMBER 6~TLJS~~i661~T)~~ b~~~~iA~ggj~~~yN LIMITS
lTR "SR
GENERAL LIABILITY P-630-1355C41O 01/01/2010 01/01/2011 EACH OCCURRENCE $ 1,000,00C
-cc- ~~~~g,~J9E~~~J~r~erlcel 300,OOC
X COMMERCIAL GENERAL LIABILITY $
~D..cLAIMsMAoE 0 OCCUR INCLUDES: MEO EXP (Any Drill perSOrl) $ 5,OO(
A ~ BROAD FORM PD CONTRACTUAL LIABILITY PERSONAL & ADV INJURY $ 1,000,00(
X XCU OPERATIONS OF SUBS- GENERAL AGGREGATE $ 2,000,00r
- CONTINGENT LIABILITY 2,000,00r
GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMPiOP AGG $
I POLICY fXl ,m?,: i-l LOC
~TOMOBILE LIABILITY 810-867K2348 01/01/2010 I 01/01/2011 COMBINED SINGLE LIMIT
(Eaaccident) , I,OOO,OO(
- ANY AUTO
- ALL OWNED AUTOS BODILY INJURY
(per person) $
B X SCHEDULED AUTOS
HIRED AUTOS BODILY INJURY
X ,
NON-OWNED AUTOS (peracciderll)
.:.:.
- PROPERTY DAMAGE $
IPeracclderll)
=iAGE LIABILITY I AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EAACC $
AUTO ONLY AGG $
IJESS I UMBRELLA LIABILITY CUP-867KB5A 01/01/2010 01/01/2011 EACH OCCURRENCE $ 5,000,OOc
X OCCUR 0 CLAIMS MADE AGGREGATE $ 5,000,00(
C $
=1 DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION UB-867K2293 01/01/2010 01/01/2011 X I To~ill~I~S I IUER.
AND EMPLOYERS' LIABILITY Y/" 1,000,00(
D ANY PROPRIETORiPARTNERIEXECUTIV8 EL. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? 1,000,OO(
(Manc:latorylnNH) Noi LL. DISEASE EA EMPLOYE $
~p~11~tSpr~~v1S?ONS below E.L. DISEASE - POLICY LIMIT $ 1 OOO,oor
OTHER !
,
'p::SCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
.ontract #09-5262 County Wide Engineering Services
.dditional Insured (General Liabil ity): Collier County Government, Collier County, Florida; coverage
. s primary. Policy contains a severability of interest provision. Waiver of Subrogation (Workers' Comp-
ensation) : Collier County Government, Collier County, Florida
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ..l!L DAYS WRITTEN
Collier County Board of Commissioners NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 so SHALL
Purchasing Dept IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Attn Diana De Leon REPRESENTATIVES.
HOl Tamiami Trail East AUTHORIZED REPRESENTATIVE /14 ~,,-~
NaRles, FL 34112 Dennis Linder/PSB
ACORD 2S (2009/01)
@1988-2009ACORDCORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
ACORQ"
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDD/YYYV)
PRODUCER 651-621-8980 FAX 651-621-8989
Dennis J. Linder & Associates
An affiliate of American Agency, Inc.
731 Bielenberg Drive, Suite 204
Woodbury, MN 55125-1701
INSURED EMA. Inc.
1970 Oakcrest Avenue
Suite 300
St. Paul, MN 55113
02/22/2010
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
INSURER A Continental Casualty
INSURER B'
INSURER C'
INSURER 0:
INSURER E'
NAIC#
Company
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.
INSR DO' TYPE OF INSURANCE POLICY NUMBER ~2}J~~~rfgl~~~~ ~~fW7uit~b~~~!?Y~
lTR NSR LIMITS
~NERAL LIABILITY EACH OCCURRENCE $
- =:]MMERCIAL GENERAL LIABILITY PREMISES Ea ~u~~ence) $
- CLAIMS MADE D OCCUR MED EXP 1Any one person) $
- PERSONAL & AOV INJURY $
GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $
-I' ,nPRO n -- -------
POLICY JECT LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $
ANY AUTO iEaaccidenl)
-
ALL OWNED AUTOS BODILY INJURY
- $
SCHEDULED AUTOS (PeroersonJ
-
- HIRED AUTOS BOOIL Y INJURY
Weraccident) $
- NON-OWNED AUTOS
- PROPERTY DAMAGE $
{peraccidenl)
GARAGE LIABILITY AUTO ONLY. EA ACCIDENT $
=1 ANY AUTO OTHER THAN EAACC $
AUTO ONLY AGG $
:==JESS I UMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR D CLAIMS MADE AGGREGATE $
$
=1 DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION I To~$LfMNs I .IUER-
AND EMPLOYERS' LIABILITY VIN
ANY PROPRIETORiPARTNER/EXECUTIV8 E.L EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) E,L DISEASE - EA EMPLOYEE $
~PE~I~tS~R~~s?6~s below E.L. DISEASE. POLICY LIMIT $
OTHtR AEH006131381 01/01/2010 01/01/2011 $3,000,000. Per Claim
~rc itects/Engineers
A rof Liab(Claims Made $3,000,000. Annual Aggregate
~ Reoorte,j)
r"'~SCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT / SPECIAL PROVISIONS
contract #09-5262 County Wide Engineering Services
Policy contains a waiver of subrogation provision.
This policy covers the PROFESSIONAL SERVICES of the named insured for all projects & the 1 imit of
iabilitv shown shall nn' h~ rnn<trued to be annlied tn <hi< nro;pct nnlv,
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANV OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
Colli er County Board of Commissioners NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Purchasing Dept IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
Attn Diana De leon REPRESENTATIVES.
3301 Tamiami Trail East AUTHORIZED REPRESENTATIVE /Q, ~.!-~
NaRl es, FL 34112 Dennis Linder/PSB
ACORD 25 (2009/01)
@1988.2009ACORDCORPORATION. All fights reserved.
The ACORD name and logo are registered marks of ACORD
lOCl1
;
.
MEMORANDUM
Date:
March 19,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Stanley Consultants, Inc.
Enclosed please find one (1) copy, as referenced above (Agenda Item
#1OC), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1)
ROUTED TO:
'r~ ~ r. to! ,1 D
L"" ,,,,' f 6 M1 [;: 4
loCl1
RECEIVED: 0)'
[,~ ~
<foO
~(,0~ <1,
))\,0 3\ \$5'
ITEM NO.: to, +12G - 01 ))t.{
FILE NO.:
,j- ! "', PATE
ify , ,"" u, I fit
" ",;1 II\!: v4,rnJRNEY
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 9, 2010
To:
Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
\n.~ d.,j..,~\o
\':>~ "?'\\~\\D
Re: Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Stanley Consultants, Inc.
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office, Thank you.
-
,
C: Joanne Markiewicz, Purchasing
t'
( I, I, \,
,\ \, ,""i! 1\
".\, '.1 ~ i \
V\(\ ,\ I. v"r \,
\'J \.'v I
, \ 10
'\ \'~\'
www.sunbiz.org - Department of State
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Foreign Profit Corporation
STANLEY CONSULTANTS, INC.
Filing Information
Document Number P09744
FEIIEIN Number 421320758
Date Filed 04/15/1986
State IA
Status ACTIVE
Principal Address/
225 IOWA AVENUE
MUSCATINE IA 52761
Mailing Address
225 IOWA AVENUE
MUSCATINE IA 52761
Registered Agent Name & Address
CT CORPORATION SYSTEM
1200 S. PINE ISLAND ROAD
PLANTATION FL 33324
Name Changed: 03/25/1992
Address Changed: 03/25/1992
Officer/Director Detail
Name & Address
Title PD
ROBERTS, GAYLE A PD
6914 NOTTINGHAM
BETTENDORF IA 52722
Title SVP
REISCHAUER, BENNETT D SVP
1610 MULBERRY AVE.
MUSCATINE iA 52761
Title CD
THOMOPULOS, GREGS G CD
75 SHAGBARK CT
IOWA CITY IA 52246
Title S
http://www .sunbiz.org/scripts/cordet.exe?action=D ETFIL&in<L doc _ number= P097 44&inq... 3/1 2/20 I 0
www.sunbiz.org - Department of State
ELLIOTT, NANCY D S
209 NORMANDY CT.
MUSCATINE IA 52761
Title T
SMITH, RICHARD C T
101 STERLING WOODS CT
MUSCATINE IA 52761
Titie AS
MCDANIEL, KAREN L
702 BARRY AVENUE
MUSCATINE IA 52761
Annual Reports
Report Year Filed Date
2008 01/07/2008
2009 01/19/2009
2010 01/22/2010
Document Images
01/22/2010 ANNUAL REPORT
01/19/2009 -- ANNUAL REPORT
01/07/2008 -- ANNUAL REPORT
01/10/2007 ANNUAL REPORT
01/10/2006 -- ANNUAL REPORT
01/06/2005 -- ANNUAL REPORT
01/22/2004 -- ANNUAL REPORT
01/14/2003 -- ANNUAL REPORT
02/20/2002 -- ANNUAL REPORT
02/09/2001 -- ANNUAL REPORT
03/31/2000 -- ANNUAL REPORT
03/01/1999 -- ANNUAL REPORT
02105/1998 -- ANNUAL REPORT
05/19/1997 -- ANNUAL REPORT
05/01/1996 -- ANNUAL REPORT
05/01/1995 -- ANNUAL REPORT
Page 2 01'2
IQC'I
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HOInI' I CUi1ldCt u:, I :)':inmiel',1 Sbll'clll<; I F.-Filinq ~:;(>rvic('s I Ir'rrns
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(opym:ht :'t:, ;:;0/ Sidle ui 11(,m.1d, Dep:l!trnent ')1 ~)!iJt('
http://www.sunbiz.org/scripts/cordet.exe?action= D ETFIL&in~ doc _ number=P097 44&inq... 3/I 2/20 1 0
IOCII
c:.7
Stanley Consultants INC.
A Stanley Group Company
Engineering, EflIIiro'lrnentaland Con>tructionSelVices-Worldwide
April 25, 2006
CORPORATE CERTIFICATE
I, Nancy D. Elliott, certity that I am the Secretary of Stanley Consultants, Inc.;
that Stanley Consultants, Inc., is an Iowa Corporation in good standing, and that Tshaka
E. Dennis is a Vice President, and that Tshaka E. Dennis is duly authorized to execute
contracts on behalf of the Corporation by authority of its governing body and such
executions are within the scope of its corporate powers.
~Ui.-;';;~
~f';t .....OR--..... ~~~
'~:4~ ..J'-~<F;\
ff.....Jo ~ %'~
I.... (J " ("")
\\<1) \ SEAL I. j
\, /(1
(Seal) ~
Witness:
~\),~
Nancy D. E~ott, Secretary
~,
Bennett D. Reischauer, Sr. Vice President
State ofIowa, Muscatine County, ss:
On this 25th day of April, 2006, before the undersigned, a Notary Public in and for
said County and State, personally appeared Nancy D, Elliott and Bennett D. Reischauer
to me personally know, who being by me duly sworn, did say they are Secretary and
Senior Vice President of said Corporation executing the within and foregoing instrument,
that the seal affixed thereto is the seal of said Corporation, and that said instrument was
signed and sealed on behalf of said Corporation by authority of its Board of Directors;
and they acknowledged the execution of said instrument to be their voluntary act and
deed as such officers of said Corporation, by it and by them voluntarily executed.
SHAWN R. KILBURN
11\ c...,.._. _704377
~... ~ ExpIres
~o.....,....~, ~,: ~'kMJ'^-'
Snawn R. Kilburn, Notary Public
Commission Expires July 31, 2006
Stanley Building. 225 Iowa Avenue. MUscdtine. IA 52761 . phone 563.264.6600. fax 563.264.6658
www.stanll..yconsultants.com
lOCl1
HerreraSandra
From:
Sent:
To:
Subject:
DeLeonDiana
Thursday, March 18, 2010 10:12 AM
HerreraSandra
RE: 10-PRC-01534 Contract 09-5262 County Wide Engineering Services: CP - Imaging
Sandra, I inquired from Stanley Consultants if the certificate is still current and I was told that it is. DD
From: HerreraSandra
Sent: Wednesday, March 17, 2010 4:49 PM
To: DeLeon Diana
Subject: 10-PRC-01S34 Contract 09-5262 County Wide Engineering Services: CP - Imaging
<< File: Open RLS - Stanley Consultants, Inc.pdf>>
Can you confirm whether the attached corporation certificate is still valid, it's dated 2006? Thanks.
Sandra Herrera, Certified Paralegal
Office o/the County Attorney
3301 Tamiami Trail East, 8th Floor
Naples, Florida 34112-4902
Phone: (239) 252-8400
Facsimile: (239) 252-6300
Sandraherrera@collierf!ov.net
Under Florida Law c"mail addresses are public rf)COHIs If 'lOll 0(1 Wlt \'):;1,1 Y(IU( I r:"lil cjddrn'::s lelc~Hs(;d in response to.:J pllb!rc IceolTis request do not send
vic:clronic 1l1;-1i: 10 this entity Instead, 80n10(',1 this ntflu I>v klf,pr":lI'i: ('( if; \'/I;tilil]
1
1,Q)!CI~
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM:
Diana De Leon, Contract Technician
Purchasing Department
,() ,,./
Jx L (rr
DATE: March 9, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
Contractor: Stanley Consultants, Inc.
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
DATE RECEIVED
MAR 1 0 2010
RISK twM6EHOO
~~
3/~
loCl1
mausen_g
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Monday. March 15, 2010 3:23 PM
DeLeon Diana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
I have approved the certificate(s) of insurance provided by Stanley Consultants, Inc. for contract 09-S262. The contract
will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~ Cah.t.eh.
Manager Risk Finance
Office 239-252-8839
Cell 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
RLs#101\~o \~~L-I
CHECKLIST FOR REVIEWING CONTRACTS
ttan1S ,--:erC . 10 c II
~ves No
~_~es No
Entity Name:
InSlJfllllCe
Insurance Certificate attached?
Insured registered in Florida?
Contract # &lor Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General LiabilifJ:.-,
General Aggregate Required $ ~; \, (_
Products/Compl/Op Required $ _.-'-~~
Personal & Advert Required $ I~ . I
Each Occurrence Required $ ~~_~_._ .~~
FirelProp Damage Required $__ 00 'It-
Automobile Liability
Bodily Inj & Prop Required $ '5/::x:)\L
Workers Compensation
Each accident Required $ \ mi' \
Disease Aggregate Required $ '"
Disease Each Empl Required $ L"
Umbrella Liability
Each Occurrence Provided $ ~t"I"\\ H Exp Date __#L_
Aggregate Provided $~ '-1. Exp Date ~'---'
Does Umbrella sufficiently cover any underinsured portion? V Yes No
Professional Liability \. \ -,-.---,.... I..d ,
Each Occurrence Required $ \('Y\' \ Provided $ ~\~ Exp. Date -.\~ t:>
Per Aggregate Required $__U__--'..L. Provided $ i, ~ J Exp. Date -----.!I._----.L../
Other Insurance
Each Occur Type: ____
Entity name correct on contract'!
Eutity registered with FL Sec. of State"
. ,
ReqUIred $
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indenmitication meet County standards?
Is Connty indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
Ifattaehed, expiration date ofboud
Does dollar amount match contract?
Agent r~gistered in Florida?
-0s No
___~.Yes No
V_Ves No
'-LVes No
Provided $ ~; 'L Exp. Date -__ilih
Provided $ '1 I / Exp. Date __. I. . ,
Provided $ \~\ '1- Exp. Date _-'-..~
Provided $ u ~ I Exp. Date , , I
Provided $ -500 "- Exp. Date " ,
Provided $-1 f'l\', \ \ Exp Date ~-t4u--
Provided $ , V'f'\; \ L Exp Date --'-h\1.L
Provided $'. " Exp Date "__~.I_~~
Provided $ ~~_ Exp Date _~~_--.!~
Provided $
----
Exp Date_
X Ves
)Lves
No
No
~
Ves
No
~
Yes
No
Yes
Yes
No
No
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: . (\l\'2..[)
Chairman's signature block? ~
Clerk's attestation signature block?
County Attorney's signature block?
~
Attachments
Are all required attachments included?
/'Ves
7yes
..",rYes
Ves
oc, \J cJ.\ c1 ~
"::::Jee- e~, \ 0' 4r1A- \)eLeoC
lttrK(l...-.erA~\1 va.loI
Sl-\--
v<:
No ~
Reviewer Initials: ~\
Delle: 10
04-COA- /2 2
10 C ,:~
Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation Stormwater (CI-Storm), Civil-
Transportation Roads (CI-Roads), Civil-Transportation Bridge (CI-Bridge), Civil-Transportation
CEI (CI-CEI), Civil-Transportation Traffic (CI-Traf), and Civil-Transportation GIS (CI-GIS)
THIS AGREEMENT is made and entered into this ~ day of rlt\~or({. , 2010, by and
between the Board of County Commissioners for Collier County, 'Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Stanley Consultants, Inc., authorized
to do business in the State of Florida, whose business address is 225 Iowa Avenue, Muscatine, Iowa
52761 (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
10 C ~%~B
1. Civil-Transportation Stormwater (CI-Storm)
2. Civil-Transportation Roads (CI-Roads)
3. Civil-Transportation Bridge (CI-Bridge)
4. Civil-Transportation CEI (CI-CEI)
5. Civil-Transportation Traffic (CI-Traf)
6. and Civil-Transportation GIS (CI-GIS)
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
2
IOC \II
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in 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.
3
IOC ~.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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 Tshaka E. Dennis, P.E. 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.
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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.
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
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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
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
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specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 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
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document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3,1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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:
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any bUdgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing 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
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in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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
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Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
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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
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
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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.
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
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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.
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.
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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
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
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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.
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.
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9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3,2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9,3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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
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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
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
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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.
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
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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.
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.
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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.
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
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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.
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
23
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costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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, Purchasing Building
3301 Tamiami Trail East
24
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Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Stanley Consultants, Inc.
27300 Riverview Center Blvd., Suite 101
Bonita Springs, FL 34134
Phone: 239-947-1771; Fax: 239-947-1715
Attn: Tshaka E. Dennis, 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.
25
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17,5 The headings of the Articles, Schedules, Parts and Attachments as contained In this
Agreement are for the purpose of convenience only and shall not be deemed to expand. limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
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
26
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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
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.
27
I;m't
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
28
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either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla, Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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:
Dwight E. Brock,Ci~rk
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA
By:_
Date:1}jarch Jq~20ID
D1111il....::.1fWII ,
It..... .j~
Approved as to form and
Ler::!!-7U~ I
By: ..~~ W. ~
Fred Coyle, Chairman
.
4~)~c ~i~~
Witness . \
By:
Pdtr:i.ci.a A. GI:"inai. OfficE CJ.:xrdi.mtcr
Typed Name and Title
Tshaka E. Dennis, Vice President
Typed Name and Title
)~7 fZj3uJ~Jc)
Witness (
MIrt:IB ~, M3rl<et.in;J c:ta:dimtrr
Typed Name and Title
30
lOt
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated ,20 (RFP/Bid 09-5262- Civil-Transportation
Stormwater (CI-Storm), Civil-Transportation Roads (el-Roads), Civil-Transportation Bridge (CI-Bridge), Civil-
Transportation CEI (CI-CEI), Civil-Transportation Traffic (CI-Traf), and Civil-Transportation GIS (CI-GIS)
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cate!:lorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
IOC tl~.
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
C-1
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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
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 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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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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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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
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
toe
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
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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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(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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: "'it,
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants" Competitive Negotiation Act, Section
287.055, Florida Statutes, Stanley Consultants, 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting
Stanley Consultants, Inc.
<
By:
TITLE: Tshaka E. Dennis. Vice President
DATE: March 1, 2010
l-O-C
~ d
~
.
~ '" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDfYYYY)
OP 10 CH
SCCOM-l 03/03/10
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Miller & Harrison Insurance HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
100 w. Second St. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Muscatine IA 52761
Phone: 563-263-6044 Fax:563-263~6667 .. INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER "'- Phoenix InsUrance Comcanv 25623
INSURER B: Charter Oak Fire Ins. Co. 25615
Stanl;a Consultants, liC' INSURER c: CNA Insurance Comoanies 20443
1641 orthington Road 400 INSURER 0: Travelers Procertv Cas. 25674
~est Palm Beach FL 33409 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 AN'( CONTRACT OR OTHER DOCUMENT V'i1TH RESPECT TO Vv'HICH 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 NUMBER J'RT~9M~fDD " IrOU?i"~ UMITS
LTR N5R TYPE OF INSURANCE DATE MMID
~NERAL UABIUTY ! EACH OCCURRENCE 51,000,000
A X X COMMERCIAl GENERAL LIABILITY 630-4885B479-TIL-l0 01/01/10 I 01/01/11 PREMISES Ea occurencel .500,000
I CUl.IMS MADE [!] OCCUR MED EX? (Any one person) 510,000
e- , I PERSONAL & ADV INJURY $ 1,000,000
I
e- I GENERAL AGGREGATE .2 000,000
~'L AGG~ErilE LIMIT A?r~~tIPER: PRODUCTS - COMPIOP AGG .2 000,000
POLICY X ~GgT LOC
~TOMOBlLE LIABILITY COMBINED SINGLE LIMIT 51,000,000
B ~ ANY AUTO 810-4885B479-COF-09 01/01/10 I 01/01/11 (Eaaccide!'lt)
~ ALL OWNED AUTOS BODILY JNJURY
(Per person) 5
~ SCHEDULED AUTOS
~ HIRED AUTOS BODILY INJURY
.
~ NON-OWNED AUTOS (Peraccldenl)
- PROPERTY DAMAGE .
(Per accident)
GARAGE UABIUTY AUTO ONLY - EAACCIDENT ,
lANY AUTO OTHER THAN EA ACC ,
AUTO ONLY: AGG ,
~~ J UMBRELLA lIABILTTY , EACH OCCURRENCE .5,000 000
D X OCCUR 0 CLAIMS MADE CUP-4485B479-TIL-l0 01/01/10 01/01/11 AGGREGATE .5,000 000
.
~ ~EDUCTIBLE .
X RETENTION .10,000 .
WORKERS COMPENSATION X~ORYUMif's--l- IU~~-
AND EMPLOYERS' LIABILITY VI"
B ANY PROPRIETORIPARTNERlEXECUTlVO FVYBOUB-4885B47-9-10 01/01/10 01/01/11 E.L, EACH ACCIDENT .1,000,000
OFFICER/MEMBER EXCLUDED?
(MandatOfy In NH) E.L, DISEASE - EA EMPLOYEE .1,000 000
g~~:-r:cM~1'b~s below . E.L. DISEASE - POLICY LIMIT .1 000 000
OTHER
C Professional AEH 00-822-09-75 10/05/09 i 10/05/10 Per ClaiIiL $5,000,000
Liabilitv CLAIMS-MADE FORM AtTl"'rretTate $5,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES J EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS
Project 41 RFP No. 09-5262 - Collier County Engineering Services.
Certificate holder is named as additional insured on the above general
liability policy if required by written insured contract. General liability
policy is pr~ry and non-contr~utory. Waiver of subrogation applies --on~-._.
general liability, auto, workers compensation, & professional liab policies.
Board of County Commissioners
Collier County Florida
Stephen Y. Carnall
3301 Tami~ Trail, East
Naples FL 34112
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
COLLO 01 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
IMPOSE NO OBLIGATION OR. LIABILITY OF ANY KINO UPON THE INSURER,ITS AGENTS OR
REPRESENT A llVES.
AUTHQRlZED ER ESENTATlVE
CERTIFICATE HOLDER
ACORD 25 (2009/01)
@1988-2009ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
l&C l:~
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 constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.
"
ACORD 2S (2009/01)
IOCII
MEMORANDUM
Date:
March 19, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Ardaman
Enclosed please find one (I) copy, as referenced above (Agenda Item
#IOC), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1)
ROUTED TO:
10 -Pf.t- OJ51 q
)i "'!~'.' ,..:'C,_i!~~~l,QcGv'J1 V
'fl' 'Iii Y ". . , .-' D~
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DO NOT WRITE ABOVE THIS LINE ~ ~ J'V
~- ~ ~ f1" v1 .
~=-~ "'J1J ~}J b
'b\A.l 2>)\5110 !::. p4
6\1-
REQUEST FOR LEGAL SERVI
ITEM NO.:
FILE NO.:
Date:
March 10,2010
To:
Office of the County Attorney
Jeff Klatzkow
'..
From:
/f~M(
~ ~'1i)L
pV vJA
~ v-ft +-
/1---~\~
y~ JJJ-'\I
.J-b vv I'
This Contract was approved by the BCC on March 9, 2010, Agenda "I - ~
Item 10.C ~
Diana De Leon, Contract Technician
Purchasing Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Ardaman
BACKGROUND OF REQUEST:
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
'3 \ \. ,,\ \.0 '<\.0 '..1:,..
~.u..w~ -\o~
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
RECciVt:u
MAR 1 8 2010
Board of County Commissioners
\ ' Ii
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'\\;1 fit
\i\j\ ~\< \. 0
, \. \.
~'
RLS # ...J..O_,~ '0\51<=)
CHECKLIST FOR REVIEWING CONTRACTS
ElltityName: QcdorN::Ln "t- a~cetIn.-::u-elOC f)f~
~
InSllrtlnCe ~
Insurance Certificate attached? _.,~es No
Insured registered in Florida? /7 No
Contract # &/or Project referenced on Certificate? ----v<';:: No
Certificate Holder name correct (BCC)? Yes No
Commercial General LiabilifJl.-, I ,,\ to \ . r
General Aggregate Required $~;11- Provided $ 2M; \ \_ Exp. Date ~
Products/Compl/Op Required $ .' .. Provided $ .IL_,~ Exp_ Date -Q.-----'.L
Personal & Advert Required $ ~. " Provided $-1",,"\ \ Exp. Date~----'-L
Each Occurrence Required $ _,-n'- Provided $ I' I , Exp. Date _ a 0 . .
FirelProp Damage Required $~~ Provided $ \00 lL- Exp. Date , , __lJ
Automobile Liability ~
Bodily Inj & Prop Required $ 500 ~ Provided $ 600 ~ Exp Date _ _ t>
Workers Compensation .
Each accident Required flmM Provided $ \r^~ \ Exp Date ~\tD
Disease Aggregate Required $,~_~_~~ Provided $_~___~ Exp Date ~.~.
Disease Each Empl Required $L~____~ Provided $ to l. Exp Date ~..__' I
Umbrella Liability ~t't';\\ ~ /'
Each Occurrence Provided $ \ '_. Exp Date I 10\ '\\0 V .-\ j,...
Aggregate Provided $ \",p Date .. __ . I I ~I
Does Umbrella sufficiently cover any underinsured pOliion? ......J ~Yes _No
Professiollal Liability r
Each Occurrence Required $ \ t"C\~\ \ Provided $\yT\: \ , Exp. Date_~
Per Aggregate Required $ .. ~. Provided $. \ 'f Exp. Date h , I
Other Insurance
Each Occur Type:~_______
Entity name correct on contract?
Entity registered with FL Sec. of State?
Required $__ _
Provided $
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indenmitication meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
Yes
Yes
Yes
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
~
---LYes
~s
.. ~--
---.Lr es
----:,L'Yes
~
Attachments
Arc all required attachments included?
No
No
~~'~o
~J#;;;t 0-'
· IJP' hl,11
I' 'It
Exp Date __
~
No
~
No
No
No
No
No
No
No
No
No
No
No C'L!.- J
--R~;i~wer Initia1s:~~.l 10
rJale:
04-COA-O 2
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Florida Profit Corporation
ARDAMAN & ASSOCIATES, INC.
Filing Information
Document Number L40551
FEIIEIN Number 592984496
Date Filed 01102/1990
State F L
Status ACTIVE
Effective Date 12/28/1989
Last Event MERGER
Event Date Filed 09/17/2009
Event Effective Date NONE
Principal Address
8008 SOUTH ORANGE AVE.
ORLANOO FL 32809
Changed 05/13/1992
Mailing Address
3475 EAST FOOTHILL BLVD.
PASADENA CA 91107
Changed 09/23/2004
Registered Agent Name & Address
C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION FL 33324 US
Name Changed: 09/23/2004
Address Changed: 09/23/2004
Officer/Director Detail
Name & Address
Title P
WISSA, ANWAR E
8008 SOUTH ORANGE AVENUE
ORLANO FL 32809
Title SRVP
COX, ERNEST A III
8008 SOUTH ORANGE AVENUE
http://www.sunbiz.org/scripts/cordet.exe?action=D ETF1L&inq_ doc _number= L405 51 &inq... 3/12/2010
www.sunbiz.org - Department of State
ORLANDO FL 32809
Title VPSD
LEMMON, RICHARD A
3475 E. FOOTHILL BLVD
PASADENA CA 91107
Title S RVP
FULEIHAN, NADIM F
8008 SOUTH ORANGE AVENUE
ORLANDO FL 32809
Title T
KING, DAVID W
3475 E. FOOTHILL BLVD.
PASADENA CA 91107
Title VAT
GARLANGER, JOHN E
8008 SOUTH ORANGE AVENUE
ORLANDO FL 32809
Annual Reports
Report Year Filed Date
2008 01/22/2008
2009 01/09/2009
2010 01/06/2010
Document Images
01/06/2010 -- ANNUAL REPORT
09/17/2009 -- Merger
01/09/2009 -- ANNUAL REPORT
01/22/2008 -.. ANNUAL REPORT
10/18/2007 ANNUAL REPOFn
01/31/2007 -- ANNUAL REPORT
02/27/2006 ANNUAL R[PORT
10/25/2005 -- ANNUAL REPORT
01/31/2005 -- ANNUAL REPORT
09/23/2004 -- Reg. Agent Change
03/31/2004 n ANNUAL REPORT
07/03/2003 -- ANNUAL REPORT
06/28/2002 -- Merger
OS/21/2002 -- ANNUAL REPORT
06/07/2001 -- Amendment
01/22/2001 -- ANNUAL REPORT
03/20/2000 ANNUAL REPORT
08/02/1999 -- Merger
02/22/1999 -- ANNUAL REPORT
Page 20f3
10C~1
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Vi.ew irnagllil)POF fOrmat
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IQC ~'ln
05/13/1992 -- Reg. Agent Change
View image in POP. formal
\l,iewimage in POF .format
View image in POF format
View image in POF format
View image in POF format
03/16/1998 -- ANNUAL REPORT
01/14/1997 -- ANNUAL REPORT
03/26/1996 ANNUAL REPORT
04/04/1995 -- ANNUAL REPORT
Note: This is not official record. See documents if question or conflict.
Events
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IEntity Name Search
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! H(:'lfh' I COP'. a.::! I:'; UO{J:;rI0')\ ";\'iHCi)t:S i Flllnc ~;iorVI'T, ! tun I'; Help
(''c!I,vr''-dil dr'c.1 hl'';"lC'Y :',;11(1(."-;
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10 C 1"1~~'
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
Contractor: Ardaman
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
10 C tnfi~
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1,2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
I Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'l
Tindale-Oliver
TLC
URS Corp
Vanus
WilsonMiller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
IOC-I'
mausen g
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeon Diana
mausen_g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastai Engineering Consultants
. Consul-Tech
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. URS Corp
. Vanus
. Wilson Miller
Per our discussion you wili provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
IOC
Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation Testing (CI-Test)
THIS AGREEMENT is made and entered into this ~ day of tl\ouv.,L-. 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Ardaman & Associates, Inc.,
authorized to do business in the State of Florida, whose business address is 8008 South Orange
Avenue, Orlando, Florida 32809 (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. Civil-Transportation Testing (CI-Test)
1
10cr'f~
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
lOCH'.
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.
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
IOC 1
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 Gary A. Drew, P.E., 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 C ,.\~
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
IOC
~"
F"
"
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
IOC
1- J
'., \
~,
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 CONSU L T ANT 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
IOC
, #
:'. 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 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
IOC r'~~~
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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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, CONSULTANTS 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, Purchasing Building
3301 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:
Ardaman & Associates, Inc.
9970 Bavaria Road
Ft. Myers, FL 33913
Phone: 239-768-6600; Fax: 239-768-0409
AUn: Gary A. Drew, 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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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
IOC
'1.
I' "j
I
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion
to unilaterally terminate this agreement immediately.
29
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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!;. Brock, Clerk
By: _
~:i~~~1~~
.1..... Oft."
By:
Fred Coyle, Chairman
c~w (~~
C'
- Jdw ~rLCf
Wlness
Ardaman & Associates, Inc.
By:
Asst.
Ernest A. Cox, III, PE, Senior Vice President
Typed Name and Title
Torres, Administrative Asst.
Typed Name and Title
30
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,
~ ~
!
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20
Testing (CI-Test))
(RFP/Bid 09-5262- Civil-Transportation
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:
ScoDe 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:
Date
name and title
APPROVED BY:
Date
Department Director, Department Name
APPROVED BY:
Date
Division Administrator, Division
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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~. "1
-' ,I
rl
,
Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Designer
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Survey Crew - 4 man
$115
$145
$100
$60
$130
$85
$130
$160
$180
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
...---.--" .. ..__.."._~~~-,~-_.._--.-_._-"~--'-'-'-~'-'--~
IOC
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
C-1
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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
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 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
lQ: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
laC
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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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
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 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
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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
_______._M'~.^..".___
IOC
(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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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Ardaman & Associates, 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
Ardaman & Associates, Inc.
BY:
TITLE:
DATE: February 22, 2010
D-1
10 C
----, I DATE (MM/DD/YYVY)
ACORD~ CERTIFICATE OF LIABILITY INSURANCE
>0-....---- 03/17/2010
PRODUCI!:R THIS CERTIFICA 1'1'; IS ISSUED AS A MATTER OF' INFORMA nON ONLY
Aon Risk Insurance services west, Inc.
Los An~eles CA office AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
707 wi shire Boulevard CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
suite 2600 COVERAGE AFFORDED BY THE POLICIES BELOW.
Los Angeles CA 90017-0460 USA
'''ONE.(866) 283-7122 'AX- (847) 953-5390 ',,"SURERS AFFORDING COVERAGE NAIC#
INSURED ll'iSURERA Chartis specialty Insurance company 26883
Ardaman & Associates, lnc. INSLTRER B Insurance company of the State of PA 19429
8008 South orange Avenue
orlando FL 32809 USA I!'<SURERC National union Fi re Ins Co of pittsburgh 19445
l:-.JSURER D Lexington Insurance company 19437
INSURER E
COVERAGES
-
u
'=
..
u
::
-
u
'"
o
SIR applles per terms and eondltlons of the polley :c
THE POLICIES OF [NSVRANCE LISTED BELOW HAVE BEEN ISSUED TO THE lNSVRl::O NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTAND1NG
Ar-;y REQU[REMENT, TERM OR COND[T[ON OF ANY CONTRACT OR OTHER DOCUMENT WITI{ RESPECT TO WHICH TillS CERT[FICATE MAYBE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCR[BED HEREIN [S SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
AGGREGATE LIMITS SHOWN !\'IAY HAVE BEEN REDUCED BY PA[D CLA[MS LIMITS SHOWN ARE AS REQUESTED
INSR IAu,,',
LTR lNSR TYPE OF INSIJRANO: POLley NUMBER pouey EJ"FECTIVE POLlCY EXPIRATION LIMITS
IlA n:{MM/DONYYY DATE(~1MfDOfYYYY
( r~"'"' GL4376193 10/01/2009 10/01/2010 EACH OCCURRENCE $1,000,000
X COMMER('[AL GENERAl. LIABILITY DAMAGE TO RENTED $100,000
CLAIMS MADE ~ oceeR PREMISES {Ea occurrence)
X Anyoneperwn
..,.
X X,C,U Coverage PERSONAL & ADV INJURY $1,000,000 0
'"
.-<
GENERAL AGGREGATE $2,000,000 0
.-<
GEN'L AGGREGATE LIMIT APPLlES PER '"
$2,000,000 m
?RODUCTS - COMPIOP AGO 0
0 POLlCY I2J 'RO.O LOC 0
~
JEer ~
( AUTOMOBILE LIABILITY CA 826 33 86 10/01/2009 10/01/2010 ..
COMBINED SINGLE !.IM!T 0
~ ANY AUro (Eaawdent) $500,000 Z
~
ALL OWNED AUTOS ~
I- [lOD/LY!NJURY u
SCHEDUl.ED AUTOS (Pctperson) '"
tx 'f
HIRED AUTOS u
tx BOmL Y INJURY U
NON OWNED AUTOS (PcracciJen1)
I- PROPERTY DA:>1AGE
I- (Pe,acciJent)
GARAGE LIABILITY ,\FrO ONLY _ Ell. ACCIDENT
IR ANY AUTO OTHER THAN EAACC
AUTO Or-;L Y
AGG
D EXCESS f UMBRELLA LIABILITY TH0900029 10/01/2009 10/01/Iv"v EACH OCCURRENCE U,vvv,w"
o OCCUR 0 CLAIMS MADE AGGREGATE $1,000,000
~DEDU(TIBLE
RETEl\"TJON $100,000
B W(o"m' .V!"! ~~!~~!;~~~ X I~c STAT~'I leJH-
B WORKERS COMPENSATION AND WC6987927 10/01/2009
EMPLOYERS' LIABILITY ~ E_L EACH ACCIDENT $1,000,000E::
ANY PROPRIETOR / PARTNER / EXECUTIVE
OFACERh.-fEMBER EXCLUDED') Et. DISEASE-Ell. EMPLOYEE $1,000,000
(MandaforyinNH) $1,000,000
Ifvcs. describe under SPECIAL PROVISIONS below E.L DISEASE-POLICY LIMIT
-
. COPS1952583 10/01/2009 ",."! 'v"" EachC1ain $1,000,000 .
OTHER Prof/Poll Liab
Agggregate $1,000,000
Contractor Prof
Deductible $250,000
DESCRIPTION OF OPl'RATlONS!l.OCATIONSNEH1CLESfEXClUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Contract #09-5262; county wide Engineering Services. collier county Government, Administrative Services -
Division/purchasing Dept. is included as Additional Insured with respect to General Liability policy where
required by written contract. Stop Gap coverage for the fallowing states: OH, WA,WY, ;.I
CERTIFICATE HOLDER CANCELLATION ,.;
collier county Government, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION ~
Administrative servi ces DATE THEREOF, THE ISSUING INSURER WILL f.NDEAVOR TO!\WL ~
Div./purchasing Dept. 311 DAYS WRITTEN NOTICE Ttl THE CERTIFICATE HOLDER NAMED TO THE LEfT. ~
BUT FAILURE TO DO SO SHALL IMPOSE NO OIH!GATlON OR LIABILITY
Attn: MS. Diana De Leon OF ANY KIND UPON TIlE INSURER. ITS AGENTS OR REPRESENTATIVES I
3301 Tamiami Trail East, Buil di ng G
Naples, Florida 34112 FL 34112 USA AUTHORIZED REPRESENTATIVE d~ 9i1.t'J__ 9'........ ~ ..Y-.
ACORD 25 (2009/01)
01988.2009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo art' registtred mark... o( ACURD
locll
MEMORANDUM
Date:
March 19, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Matern
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
Tfyou should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
REQUEST FOR LEGAL SERVICES
IOCII
H-;, . DATE RECEIVED:
,:~' '\_.~." '-'J r rit
,j)1 Ji'1l \' A' T:iprdcy ~
,J'I'\l1- vJ'
~ 'vib (, ,\'11'
~) Cb)JV
)~p1
ITEM NO.: IO~ f12C-, 0\ S ~ "L
FILE NO.:
ROUTED TO:
Date:
March 11,2010
s
I .
":J ~d&
To:
Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
. Contractor: Matern
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
'3\\'9,\'0 ~
d.d.\~ \oOcs::.....
ACTION REQUESTED:
Contract review and approval.
RECEIVED
MAR 1 8 2010
OTHER COMMENTS:
Board at Coun1.y Commissioners.
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
h t
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Florida Profit Corporation
MATERN PROFESSIONAL ENGINEERING, INC.
Filing Information
Document Number M71298
FEI/EIN Number 592888618
Date Filed 03/04/1988
State FL
Status ACTIVE
Effective Date 02/29/1988
Last Event AMENDED AND RESTATED ARTICLES/NAME CHANG
Event Date Filed 09/13/2007
Event Effective Date NONE
Principal Address
130 CANDACE DR
MAITLAND FL 32751-3331 US
Changed OS/27/2002
Mailing Address
130 CANDACE DR
MAITLAND FL 32751-3331 US
Changed OS/27/2002
Registered Agent Name & Address
REID, JOHN J
401 N MILLS ST, SUITE A
ORLANDO FL 32803 US
Name Changed: 09/13/2007
Address Changed: 09/13/2007
Officer/Director Detail
Name & Address
Title PTD
MATERN, DOUGLAS P.
130 CANDACE DR
MAITLAND FL 32751-3331
Title S
MATERN, TERESA S.
130 CANDACE DR
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2008 04/15/2008
2009 04/02/2009
2010 01/25/2010
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MEMORANDUM
IOCII
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
J..~/
1,-.
DATE: March 11,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Matern
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
OATE RECEIVED
MAR 1 2 2010
RISK M.'lJriMlf ~ I
locll
mausen_9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Monday, March 15, 20103:09 PM
DeLeon Diana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
I have approved the certificate(s) of insurance provided by Matern for contract 09-5262. The contract will now be
forwarded to the county attorney's office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
RLS # __~,DJ.:u;:>
CHECKUST FOR REVIEWING CONTRACTS
Entity Name: _~-kX~~o.less\~~ ~(\'j~ II
Entity name COlrect on contract" ---cr- - ~ _ No 1 0 C
Entity regIstered wIth FL See ofState'~ _ Yes No
Insurance
Insurance Certificate attached? '-:::I~_ Yeesss NNNoOO
Insured registered in Florida? ~
Contract # &lor Project referenced on Certificate?
Certificate Holder name correct (BCC)? ,- __Yes ___No
Commercial General Liability ~\ ()
General Aggregate Required $"2- 'fV' \ ,\ Provided $'2{'(\ i \ \ Exp. Date
Products/Compl/Op Required $ -,-"_~,, Provided $,~ ' I Exp. Date ~-,!,~
Personal & Advert Required $-'.~'",1 Provided $'-:~.\l Exp. Date {,,'
~'-
Each Occurrence Required $ ._ fir, Provided $ t ( , ,__ Exp. Date ~_~_!
FirelProp Damage Required $'5<:) \L Provided $..'3~ Exp. Date _,_I I '$
Automobile Liability <:::::..~tl ~
Bodily Inj & Prop Required $ ~rovided $ ,lroilL Exp Date q I \ 1\ h
Workers Compensation . ., ~
Each accident Required $ \"...... ,\, Provided $ \ W\\ \1.. Exp Date Q", \ ''0
Disease Aggregate Required $J_1......!..__~ Provided $ ~'-'-_ Exp Date~:"
Disease Each Empl Required $__L....J--' Provided $.1-'---_LL. Exp Date ...L....t-..--'l
Umbrella Liability
Each Occurrence Provided $_~f""\\\ \ Exp Date 9 \, \ ,(:,
Aggregate Provided $ --"--- U Exp Date ,~.
Does Umbrella sufficiently cover any underinsured portion? ~Yes---__~_No
Professional Liability . \ I ) 1'7'7 J
Each Occurrence Required $..lJ:'l"..'-..__ Provided $ ;J m~\~ Exp. Date _~, Q
Per Aggregate Required $--4-...L..t.- Provided $..l.1..,_,_...!...1 Exp. Date -'L'..~ '
Other Insurance
Each Occur Type:____
ReqUIred $
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
!fattached, expiration date of bond ._______'
Does dollar amount match contract?
Agent registered in Florida?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County A ttomey' s signature block?
Attachments
Are all required attachments included?
Provided $
~
es
v<:
Yes
Yes
Yes
Yes
Exp Date ___,
_No
No
~
__No
No
No
9~_~~
"Z:vs No
=~es/ ______No
-=zjf----
~; '-,,'-, -=~~
-\7""-' e.'Y- , ,__No
v:~s
No ".-,.J
'-Rev""" tni(iaIS,y~ I 00
Dol" _'Z 'A
04-COA.-~- 2_2 /.
--~.,..__.."._---_.__._-~._."""'~.'--".'-'--"-"-----
IOC ~~
Contract 09-5262
"County- Wide Engineering Services" - Electrical (EL)
THIS AGREEMENT is made and entered into this ~day of {Y\",V",-J, ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Matern Professional Engineering,
Inc., authorized to do business in the State of Florida, whose business address is 130 Candace
Drive, Maitland, Florida 32751-3331 (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. Electrical (EL)
1
IDe
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
- - ----.-.--,.- .'. ....,_...~-~------~...........--
lOCltl
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.
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
'.,..".._---_.;~."".__..,,-""-"'.._----_..._~-_...,_..,,"--.., _._--,...~- ""~.~"_."",,,,-,~,-"--""'-"'---'-~'-'---'-'--'---
IOC
~ .'1
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 K. Todd Griffith, P.E., LEED-AP, 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 C"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
_.....-----,-""'-'_..>~-,.----.-~.,,-'--._--_._.,_._'-.,.._.~..-,'--
IOC \~.
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
lOC H
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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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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objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
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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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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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
10C~1
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
-------~_.,..--<-
loC"1
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
___,.""_~..._._,____,.,_._u~
IOC 'l ~:1
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 CAOD 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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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.
15
IOIC
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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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.
1 0.3 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.
1 0.4 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.
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ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSU L T ANT 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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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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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:
Matern Professional Engineering, Inc.
130 Candace Drive
Maitland, FL 32751
Phone: 407-740-5020; Fax: 407-740-0365
Attn: K. Todd Griffith, P.E., 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.
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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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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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
__._"'__'~"'.."'_<.""___"._"';"_"_'"_'_'-M-.'~'".__.,.~.,_~
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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,
Dwight E. Brock, Clerk
By: ~w,' ~
Fred Coyle, Chairman ' "
Date;.,
A"-t,.Q. a.........
'f tArt.... Off I . ·
Matern Professional Engineering, Inc.
By:~~ It) ~ P. '1viAu" I 1;;-,
Crt<., 'J /1.+
Typed Name and Title
, \ 1'. -
\,,~ I\\~~~,
Wi ess
:-'\"", \\"\\,1\">,(\\',,,<,,,\ \\c\"c ,,\1f1(0
Typed Name and title'
30
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.,
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
,20
(RFPIBid 09-5262- Electrical (EL)
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)
TOTAL FEE
$
$
$
$
Task I
Task II
Task III
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPARED BY:
Date
name and title
APPROVED BY:
Department Director, Department Name
Date
APPROVED BY:
Date
Division Administrator, Division
ACCEPTED BY: Company name
Date
Signature of Authorized Company Officer
Type or Print Name and Title
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Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel CateQorv
Standard Hourlv Rate
Designer
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Environmental Specialist
Surveyor and Mapper
$145
$100
$60
$130
$85
Senior GIS Specialist
GIS Specialist
Clerical
CADD Technician
Survey Crew - 3 man
$130
$160
$180
Survey Crew - 2 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
lac
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
C-1
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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
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 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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, '
f f
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
.. _.._...~___.______._...'. .~._..>,_.___.._~.._,=_...__"____"..-._..~_>_______,.v~._..,_~_____,_..______
10 C t~1
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
10C--
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
'If! C '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
tOJC t4
(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
IOC ~(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
----~-_.~_.-
1I.0C if 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
,.-.,,--_._',---
IOC iq
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Matern Professional 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Matern Professional Engineering, Inc.
BY:
TITLE:
D(')Uj \1 S P ,[;\'~e, {\ p,&"
p;e;,,!@,X
2!2S!k/o
I '
DATE:
D-1
ACORD. CERTIFICATE OF LIABILITY INSURANCE OPID KR I DATE (MMlDD1YYYY)
MATRR-2 02/23/~0
, PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Lykes Insurance, Inc. - WP HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P. O. Box 2703 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
winter Park FL 32790
'Phone.407-644-5722 Fax.407-628-1363 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: 'l'l'avaler. Ul.auraIlce CDlDJilIIIlY
INSURER B: !lddgdil14 ItIIlplOY.1O'D :me ea. 10701
Matrrn Professional INSURER c:
En~ nearing, Inc.
13 Candace Drive INSURER 0:
Ma tland FL 32751-3331
INSURER E:
lOC
il
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOlWlTHSTANDING
ANY ReOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH Rl!SPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAlfi, THE INSURANCE AFFORCED BV THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH
POLICIES. AGGREGATE liMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
l~~~ rNS'R TYPE OF INSURANCE POLICY NUMBER IPr?';I~ DA.TE MMI~ LIMITS
~ERAL LIABILITY EACH OCCURRENCE sl,OOO,OOO
A X X COMMERCIAL GENERAL LIABILITY 6809245N612 09/01/09 09/01/10 I~~~~~{~~~cel '300,000
1 CLAIMS MACE ~ OCCUR MED EXP (Anyone persgn) S 5,000
PERSONAL & ADV INJURY '1,000,000
GENERAL AGGREGATE 52,000,000
il'~AGG~En~R~ AnB PER: PRODUCTS. COMPtOP AGG '2,000,000
X POLICY JEer LOC
~OMOBILE LIABILITY COMBINED SINGLE LIMIT .1,000,000
A ANY AUTO 6B09245N612 09/01/09 09/0~/~0 (Esaccldllnl)
-
- ALL OWNED AUTOS BODILY INJURY
.
SCHEDUlED AUTOS (Perpet5Cltl1
i-
.!.. HIRED AUTOS BODILY INJURY
.
c!- NON-OWNED AUTOS (P!lraa:ldenl)
i- PROPERTY DAMAG'E. .
(Peraccldl!nll
RRAGE llABlLrrt AUTO ONLY. EA ACCIDENT .
ANY AUTO OTHER THAN EAACC .
AUTO ONLY: AGG 5
f)~StuMBREUA LIABIlITY EACH OCCURRENCE .4,000,000
A x OCCUR 0 CLAIMS MADE XBFCUP3300T200 09/01/09 09/01/10 AGGREGATE 54,000,000
5
==i ~ECUCTI.lE .
RETENTION . 5
WORKERS COMPENSATION AND X IT~~yallMIT5 I IUeR'"
B EMPLOYERS' UABIUTY 0830429150 09/01/09 09/01/10 E.L. EACH ACCIDENT .1,000,000
ANV PROPRIETORlPARTNEroexECUTlVE
OFFICERfMEMBER EXCLUDED? E.l. DISEASE. EA EMPLOYEE 51,000,000
g~~~~r~~~V~~gNS below E.L DISEASE. POLICY LIMIT 51,000,000
OTHER
DeSCRIPTION OF OPERATIONS I LOCATIONS I VEHIClES I EXCLUSIONS ADDED BY ENDORSEMENT f SPECIAL PROVISIONS
Re: Contract ~09-5262 llCounty Wide Engineering Services'.
Collier County is listed as additional insured as respects to General
Liability.
Collier County
Board of County commissioners
3301 Tamiami Trail East
Naples FL 341~2
CANCELLATION
COLL3 3 0 SHOULD ANY OF THE ABOVE DESCRIBeD POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAIIOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAlLURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTH R
@ACORD CORPORATION 1988
CERTIFICATE HOLDER
ACORD 25 (2001/08)
IOC .. t:1
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
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.
ACORO 25-5 (2001/08) 2 of 2
#S236955/M212868
"_ .' u~~ ,,"_'''_''_'~''_',~~~'',~'_"''''''''''''_''_"''''''_'''~''___''_._."._--._~.,_._-,..
ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYVj
2/23/2010
PRODUCER THIS CERTIFICATE is ISSUED AS A MATTER OF INFORMATION
ISU Suncoast Insurance Assoc ONLY AND CONFERS NO RIGHTS UPON THE CERTiFICATE
P.O. Box 22668 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Tampa, FL 33622.2668
813 289-5200 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Colony Specialty Insurance Comp 36927
Matern Professional Engineering Inc INSURER B:
130 Candace Drive INSURER c:
Maitland, FL 32751 INSURER 0:
INSURER E:
Client#. 2677
MATEPR03
lOC
11
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 18 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 p..,oNCY EFFECTIVE Pgi.I~,EXPIRATION LIMITS
~NERAL LIABILITY EACH OCCURRENCE ,
- 3MMERCIAL GENERAL LIABILITY I ~~~..o}~~JO RENTED I
- CLAIMS MADE D OCCUR MED EXP (Anyone person) I
PERSONAL & ADV INJURY ,
GENERAL AGGREGATE I
-~~l'~ AGG~EnE ILlMIT APPlSIPER" PRODUCTS - COMPIOP AGG I
POLICY ~~8T LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT I
ANY AUTO (Eaaccident)
-
- ALL OWNED AUTOS BODILY INJURY
(Per person) I
- SCHEDULED AUTOS
I- HIRED AUTOS BODILY INJURY
(Peracddenl) ,
I- NON-OWNED AUTOS
I- PROPERTY DAMAGE I
(Pllraccident)
=iAGE LIABILITY AUTO ONLY. EA ACCIDENT ,
ANY AUTO OTHER THAN EAACC ,
AUTO ONLY: AGG I
5ESSJUMBREL.LA LIABILITY EACH OCCURRENCE I
OCCUR 0 CLAIMS MADE AGGREGATE I
,
=i DEDUCTIBLE I
RETENTION , I
WORKERS COMPENSATION AND I T~g,;:!f;J.~;, I IO~-
EMPL.OYERS' LIABILITY
ANY PROPRIETORlPARTNER/EXECUTIVE EL EACH ACCIDENT I
OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE $
It yes. describe LJnder
SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT I
A OTHER Professional IAE11071.0 09/22/09 09122110 $2,000,000 per claim
Liability $2,000,000 annl aggr.
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICL.ES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS
Professional liability is written on a claims made and reported basis.
Re: Contract #09-5262 "County Wide Engineering Servises"
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier County DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL -3Jl... DAYS WRITTEN
Purchasing Department NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE L.EFT, BUT FAILURE TO DO SO SHALL
3301 Tamiami Trail East IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER,ITS AGENTS OR
Naples, FL 34112 REPRESENTATIVES.
A~':ED REPR~TIVE
. -?\. C>l,.,. A:), -
ACORD 25 (2001108) 1 of 2
#S236955/M212868
BJM
@ ACORD CORPORATION 1988
IOC Mt1
MEMORANDUM
Date:
March 19,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: T.Y. Un International
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240,
Thank you.
Enclosures (1)
II D ....'Pi2.G-O\ S'1-lp
ITEM NO.:
lQCl1
FILE NO.:
DATE
'r'II~IT\'. ,,_ ii-It
'\.". i /\/ i()/1i\JEY
RECEIVED:
ROUTED TO:
"fl'r, ..
,," \'/','" 16
0',_, '..' t .r
~
fJ./l 8; L,5 0 ~,^F
cY~ 6t>
~~ ~ L- ~
~ ~ VI'
0~ ~1) D
3) ) lb
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 12, 2010
To:
Office of the County Attorney
Jeff Klatzkow
From:
Diana De Leon, Contract Technician
Purchasing Department
':;P-I
DiU
~I if:
.
Contractor: T.Y. Lin International
:'\\"l\o ~~
~\.~~c
\3>~
Re:
Contract: #09-5262 "County-Wide Engineering Services"
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
RECEIVED
MAR 1 B 2010
OTHER COMMENTS:
'~O<.:lrrj Of Count:, Commissionars
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
\.
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". \ " \" '.
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Foreign Profit Corporatio..!! /
T.Y. UN INTERNATIONAL V
Filing Information
Document Number 834521
FEI/EIN Number 941598707
Date Filed 06/12/1975
State CA
Status ACTIVE
/
Principal Address
2 HARRISON ST /
STE. 500
SAN FRANCISCO CA 9410
Changed 01/10/2005
Mailing Address
2 HARRISON ST
STE. 500
SAN FRANCISCO CA 94105
Changed 01/10/2005
Registered Agent Name & Address
PIEDRAHITA, ALVARO
201 ALHAMBRA CIRCLE
SU ITE 900
CORAL GABLES FL 33134 US
Name Changed: 07/19/2006
Address Changed: 07/19/2006
OfficerlDirector Detail
Name & Address
Tilie P
PIEDRAHITA, ALVARO
201 ALHAMBRA CIRCLE, SUITE 900
CORAL GABLES FL 33134
Tille EVST
PETERSON, ROBERT A
2 HARRISON ST., STE. 500
SAN FRANCiSCO CA 94105
http://www.sunbiz.org/scripts/cordet.exe?action= D ETFI L&in'L doc _ num ber=834521 &inq... 3/ 12/2010
www.sunbiz.org - Department of State
Title SVP
VALLE, MARIANO
201 ALHAMBRA CIRCLE, SUITE 900
CORAL GABLES FL 33134
Title C
TANG, MAN-CHUNG
2 HARRISON ST., STE. 500
SAN FRANCISCO CA 94105
Title VPAS
BAGBY, ALLISON K
2 HARRISON ST., STE. 500
SAN FRANCISCO CA 94105
Title SVP
ASHLEY, WILLIAM M
5030 CAMINO DE LA SIESTA, SUITE 204
SAN DIEGO CA 92108
Annual Reports
Report Year Filed Date
2008 04/07/2008
2009 02/23/2009
2010 02/10/2010
Page 2 of 3
10 c 11
Document Images
02/10/2010 -- ANNUAL REPORT View image in PDF format I
02/23/2009 ANNUAL REPORT View image in PDF format I
04/07/2008 -- ANNUAL REPORT View image in PDFcformat ,I
01/26/2007 ANNUAL REI'ORT View image in PDF format I
07/19/2006 -- ANNUAL REPORT View image in PDF format I
01/09/2006 -- ANNUAL REPORT View image In POF format I
01/10/2005 - ANNUAL REPORT View Image in PDF fOrmat I
02/02/2004 ANNUAL REPORT View image in PDF format I
08/05/2003,- ANNUAL REPORT View image in PDF format I
02/27/2003 -- ANNUAL REPOR r View image in PDF format I
02/04/2002 -- ANNUAL REPORT View image in PDF format I
02/07/2001 ANNUAL REPORT View image in PDF format I
03/06/2000 -- ANNUAL REPORT View image in pDFformat I
03/06/1999 -- ANNUAL REPORT View image inPDF format I
02/25/1998 -- ANNUAL REPORT View image in PDF format I
05/13/1997 -- ANNUAL REPORT View image in PDF format I
05101/1996 -- ANNUAL REPORT View image in PDF f<:>rmat I
05/01/1995 -- ANNUAL REPORT View image in PDF fOrmat I
Note: This is not official record. See documents if question or conflict.
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc _ number=83452 I&inq... 3/12/2010
--~-",,_-'----'""~"~~"-'-'''<'----'~"~-~-- _.._--_..~,-_...
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I I,irjlli(' I C:(H',j,1I\ U'O U()lIJI)\f''l1 SC'df;:I',("; I LTiiirl(! C;"I'JI<;("" I 10t'I is' I ildp !
(cr,vl"_ll',! dnd 1'riv;lCY i'olicIP';
C,()[1V1iCjI'11 ?lIiJ7 ~)I,;tT' of r!u'lIid, iJep,1rtllll'PI of ::-,ldl,'
http://www.sunbiz.org/scripts/cordet.exe?action= DETFIL&inCL doc _ number=83452 I &inq... 3/I 2/20 I 0
lOCl1
CORPORATE AUTHORIZATION
James Molnar, Vice President ofT.Y. Lin International (the "Corporation"), a California corporation, is a
duly elected and appointed officer of the Corporation and holds full corporate authority to enter into any
contracts on behalf of the Corporation.
In witness whereof, I have caused this instrument to be exccuted and the corporate seal to be hereunto
affixed in the City of San Francisco, California, U.S.A. on the 22nd day of February 2010.
\ l'f\.1I' ,
. \llIh'I."
,,"> "d('!
" l .' "fl
'" \,d.~N('Xk:lr;>,) '"
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T.Y. UN INTERNATIONAL
State of California )
)
County of San Francisco )
)
On February 22, 2010, before me, Natalie J. Jew, Notary Public, personally appeared Allison K. Bagby
who proved to me on the basis of satisfactory evidence to be the person whosc name is subscribed to thc
within instrument and acknowledged to me that she executed the same in her authorized capacity, and that
by her signature on thc instmment, the entity upon behalf of which the person actcd, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is ltUe and correct.
WITNESS my hand and official seal.
NotarY~/;w-
,. NATALIE J. JEW ~
COMM ~1705703 z
Notarv PuIJl1C . California ~
Sail F, a"CIKG County ~
~ IIHII. ['\HII$ NOV, 17,2010 [
-- ~
RLS#-1Q Pe 0\5;;;)6
CHECKLIST FOR REVIEWING CONTRACTS--~~--"--'
E"tiryName:~ 'r-..Gn=J-n~J'~ cn~1 10 C ~I
Entity name correct on contract? _~ Y es No
Entity registered with FL Sec. of State? _~_ Yes No
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &/or Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability,
General Aggregate Required $ <2.~; \ I
Products/CompVOp Required $-,-,---,--,--
Personal & Advert Required $__JL__~,_..
Each Occurrence Required $ -t-/.---'-,
FirelProp Damage Required $ 50 ,L-
Automobile Liabiliry
Bodily Inj & Prop Required $ !:3=0 v... Provided $ \m ~ \ L Exp Dat3~
Workers Compensation
Each accident Required $ \'fl'\~ \ L Provided $ \ mO, \ \ Exp Date ~
Disease Aggregate Required $._.L..L.~._~~__ Provided $~__~----.L--.- Exp Date I, , I
Disease Each Empl Required $._LL ,. Provided $ II I I Exp Date I. . ,
Umbrella Liabiliry \
Each Occurrence Provided $ ...l~ Exp Date "3 \ \ \ ,
Aggregate Provided $--LL,....U Exp Date --.!..L--'-'-..'
Does Umbrella sufficiently cover any underinsured portIOn') ~y es No
Professional Liabiliry ~
EachOceurrence Required $ \f'i\\\\ ProvIded $ \\ Exp Date~V~"'7 \\
Per Aggregate Required $_~~. f' Provided $ -----.!L/..._!_ Exp Date I t. I
Other Insurance
Each Occur Type:
Required $ ..
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indenmification meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
Attachments
Are all required attachments included?
I/:'Yes
~Z,' Yes
Yes
Yes
Provided ~O"\~ \ \
Provided $ tl , J
Provided $ \ m-i \ \
Provided $ _~ (___~__
Provided $ _~~,__.,_~
Provided $
~:
LYes
Yes
Yes
Yes
Yes
~es
-Y-LYes
No
No
No
No
~:~: g:::~\ \ \~ ~
Exp. Date -,
Exp. Date -------L-!-._:_ J
Exp. Date _L'----------- r I
Exp Date _..
No
No
~
No
No
No
No
No
No
No
No
No
No
-R;v;e~e~ Ic;t;als:Jf!~_ 10D
Dale: J I
04-COk-O] 0 ,2 2
MEMORANDUM
10 c'l
TO: Ray Carter
Risk Management Department
FROM:
Diana De Leon, Contract Technician
Purchasing Department
r 0/
.J~\ l (),'"
DATE: March 12,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: T.Y. Un International
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
DATE REttl8
MAR t 5 2010
RI SK MANAGBIJIf
IOC III
mausen_g
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Monday, March 15, 2010 11:21 AM
DeLeonDiana
mausen _g
Contract 09-5262 "County-Wide Engineering Services"
I have approved the certificate of insurance provided by T.Y. Un International for contract 09-5262. The contract will
now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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 10 this entity Instead. contact this office by telephone or in writing.
1
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Contract 09-5262
"County- Wide Engineering Services" - Civil-General (CI-GEN)
THIS AGREEMENT is made and entered into this ~ day of (y\", v-t [, ' 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and T.Y. Un International, authorized to
do business in the State of Florida, whose business address is 2 Harrison Street, Suite 500, San
Francisco, California 94105 (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. Civil-General (CI-GEN)
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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 engineEiring 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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
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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.
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 James Molnar, P.E., 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. rightcof-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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
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 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.
1 0.4 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, Purchasing Building
3301 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:
T.Y. Lin International
2400 First Street, Suite 200
Ft. Myers, FL 33901
Phone: 239-332-4846; Fax: 239-332-4798
Attn: James Molnar, 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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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 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.
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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,
DwightE. Brock, CleF!<
BY~~
Date: ~lW~~I2tJjO
At~lt ..." .a.......... .
Itlllltw"t .. /~
By:
Fred Coyle, Chairman
~ounty Attorney
:2?:"if~
James Molnar, Vice President
f)~
Witness Diane Dillon, Secretary
Typed Name and Title
W ness
Richard White, Sr. Engineer
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
,20
(RFP/Bid 09-5262- Civil-General (CI-GEN)
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:
Scooe 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.
Comoensation: 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
Contract No: 09-5262 "County Wide Engineering Services"
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
Survey Crew - 3 man $160
Survey Crew - 4 man $180
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a 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 polices 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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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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
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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.
C-g
lQ,C
(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
lac III
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, T.Y. Lin International 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
T.Y. Un International
~~
James Molnar
TITLE:
DATE:
Vice President
2!2~!2919
D-1
Client#: 722
TYLlNINTE1
ACORQm
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDNY)
02/26/10
THIS CERTIFICATE IS ISSUED AS A MATTER DF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
Dealey, Renton & Associates
P. O. Box 12675
Oakland, CA 94604-2675
510 465-3090
T. Y. Un International
2 Harrison Street, 5th Floor
San Francisco, CA 94105
--------1
I INSURER A.
i-INSURER B:
INSURER c:
INSURER D
INSURER E
INSURERS AFFORDING COVERAGE
INSURED
Hartford Fire Ins. Co.
National Union Fire Ins Co of Pittsb
Hartford Underwriters Ins. Co.
Liberty Insurance Underwriters, Inc.
Hartford Casualty Insurance Co.
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.
INSR TYPE OF INSURANCE POLICY NUMBER --rp5L1CJ'JFFECfi~ POuCrl~XPIRATI$~- LIMITS
LTR DATE MMIDDNY DATE MMIDDNY
A L GENERAL LIABILITY 57CESOF1487 03/01/10 03/01/11 EACH OCCURRENCE '1 000 000
~M ERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) .1 000 000
CLAIMS MADE W OCCUR MED EX? (Anyone person) .10000
X Contract'1 Liab PERSONAL & ADV INJURY .1 000 000
jLCross Liability GENERAL AGGREGATE .2 000 000
--
~'L AGGR,E~E LIMIT APnS PER' PRODUCTS - COMP/OP AGG .2 000,000 _
POLICY X j~8T LaC
E ~TOMOBILE LIABILITY 57UUNTM3465 03/01/10 03/01/11 COMBINED SINGLE LIMIT
lL ANY AUTO (Eaaccident) '1,000,000
- ALL OVVNED AUTOS BODILY INJURY
(Per person) .
- SCHEDULED AUTOS
1L; HIRED AUTOS BODILY INJURY .
~ NON-a_ED AUTOS I (Per accident)
I f-----
,-- ~~--~~----------._-----~-- PROPERTf DAMAGE $
(Peraccidem)
~RAGE LIABILITY AUTO ONLY - EA ACCIDENT .
ANY AUTO OTHER THAN EA ACC .
AUTO ONLY: AGG .
B j EXCESS LIABILITY BE77710198 03/01/10 03/01/11 EACH OCCURRENCE .1 000 000
~ OCCUR D CLAIMS MADE AGGREGATE .1 000 000
----
-------------- -------.- .
=1 ,DEDUCTIBLE .
! RETENTION . .
C' WORKERS COMPENSATION AND 57WEK08793 03/01/10 03/01/11 X IT~~Tf:.I~~ I iOJ~
: EMPLOYERS' LIABILITY .1,000,000
EL EACH ACCIDENT
E,L DISEASE - EA EMPL aYEE .1,000,000
E.L. DISEASE - POLICY LIMIT .1,000,000
D OlliER Professional AEE2003460110 02/27/10 02127/11 $1,000,000 per Claim
,Liability $1,000,000 Annl Aggr.
,
DESCRIPTION OF OPERATlONSILOCATlONSNEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
General Liability Policy excludes claims arising out of the performance of professional
services.
Re: Contract #09-5262 County Wide Engineering Services. Collier County is
named as an Additional Insured for General and Automobile Liability.
(See Attached Descriptions)
CERTIFICATE HOLDER I I ADDITIONALINSURED;INSURERlETIER: CANCELLATION Tpn n.v Notiop - lof
SHOULD ANYOFlliEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE lliE EXPIRATION
Collier County DATE THEREOF, THE ISSUING INSURER WI~~ TOMAIL30____DAYSWRITTEN
Attn: Diana Deleon NOTlCETOlliE CERTIFICATE HOLDERNAMEDTOlliELEFT,~~K
3301 Tamiami Trail East ~~~JilRXMJll:~M:~:sc.J{O{~
Naples, FL 34112 """x~
I d;~Z~D ~:sll,~~nvE
ACORD 25-S (7/97)1 of 2
#M265121
NMF
@ ACORD CORPORATION 1988
DESCRIPTIONS. (Continued from Page 1)
Insurance is primary per policy form. A Waiver of Subrogation applies to
Workers' Compensation.
AMS 25.3 (07/97) 2
of2
#M265121
loe
COMMERCIAL GENERAL LIABILITY
CG 20 10 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
POLICY NUMBER: 57CESOF1487
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)
Or Organziation(s):
Collier County
Attn: Diana DeLeon
3301 Tamiami Trail East
Naples, FL 34112
--I
Location(s) Of Covered Operations
Re: Contract #09-5262 County Wide
Engineering Services.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property
damage" or "personal and advertising injury"
caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s) desig-
nated above.
B. With respect to the insurance afforded to these
additional insureds, the following additional exclu-
sions apply:
This insurance does not apply to "bodity injury" or
"property damage" occurring after:
1. All work, including materials, parts or equip-
ment furnished in connection with such work,
on the project (other than service, mainte-
nance or repairs) to be performed by or on
behalf of the additional insured(s) at the loca-
tion of the covered operations has been com-
pleted: or
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 subcontrator
engaged in performing operations for a
principal as a part of the same project.
CG 20 10 07 04
Copyright, ISO Properties, Inc., 2004
Page 1 of 1
UNIFORM
IOC
POLICY NUMBER: 57CESOF1487
COMMERCIAL GENERAL LIABILITY
CG 20 37 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) ~ ~
Or Organziation(s): .__~_ Location And Description Of Completed Operations
Collier County Re: Contract #09-5262 County Wide
ii' Attn: Diana DeLeon Engineering Services.
3301 Tamiami Trail East I
Naples, FL 34112
I
L --------
~formati()n_ required to complete t~~Schedule, if no!:h_owna~ove,!,~11 be shown in the Declarations
Section II - Who Is An Insured is amended to in-
clude as an additional insured the person(s) or or-
ganization(s) shown in the Schedule, but only with
respect to liability for "bodily injury" or "property
damage" caused, in whole or in part, by "your work"
at the location designated and described in the
schedule of this endorsement performed for that ad-
ditional insured and inciuded in the "products-com-
pleted operations hazard".
CG 20 37 07 04
Copyright, ISO Properties, Inc, 2004
Page 1 of 1
UNIFORM
l@e >ft.
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
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" needs to be completed only when this endorsement is issued subsequent to preparation of the policy.)
This endorsement forms a part of Policy No. 5 7WEK087 93
luuedt~ T. Y. Lin International
By: Hartford Underwriters Ins. Co.
Premium (if any) TBD
We have a 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 2-5% of the California workers compensation premium otherwise
due on such remuneration.
Schedule
Person or Organization
Job Description
Re: Contract #09-5262 County Wide
Engineering Services.
Collier County
Attn: Diana DeLeon
3301 Tarniami Trail East
Naples, FL 34112
~rif0~
WC 04 03 06
(Ed. 4-84)
Countersigned by
Authorized Representative
toe I~'P!
MEMORANDUM
Date:
March 19, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: TBE Group d/b/a Cardno TBE
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
lfyou should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
10 C II
Contract 09-5262
"County- Wide Engineering Services" - Structural (ST), Civil-Public Utilities Water,
Wastewater and Irrigation (CI-PU H20), Civil-Public Utilities Solid Waste (CI-Waste), Civil-
Transportation Planning (CI-TRPL), Civil-Transportation Roads (CI-Roads), Civil-
Transportation Bridge (CI-Bridge), Civil-Transportation CEI (CI-CEI), Civil-Transportation
Subsurface Utility Engineering (CI-SUE), Civil-Transportation Traffic (CI-Traf)
THIS AGREEMENT is made and entered into this ----':1!..l1day of Met v-eh ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and TBE Group, Inc., d/b/a Cardno TBE,
authorized to do business in the State of Florida, whose business address is 380 Park Place
Boulevard, Suite 300, Clearwater, Florida 33759 (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
1
IOC'.
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Oiscipline(s):
1. Structural (ST)
2. Civil-Public Utilities Water, Wastewater and Irrigation (CI-PU H20)
3. Civil-Public Utilities Solid Waste (CI-Waste)
4. Civil-Transportation Planning (CI-TRPL)
5. Civil-Transportation Roads (CI-Roads)
6. Civil-Transportation Bridge (CI-Bridge)
7. Civil-Transportation CEI (CI-CEI)
8. Civil-Transportation Subsurface Utility Engineering (CI-SUE)
9. Civil-Transportation Traffic (CI-Traf)
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
2
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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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in 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.
3
IOC'.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by OWNER and that OWNER does not represent or guarantee unto
CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT
pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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.
4
IOCII
1.5 CONSULTANT hereby designates Gary S. Colecchio, 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.
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
5
lQClIIl
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
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.
6
10'C ...
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non-public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 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
7
IOC .11
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 CONSU L T ANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
8
-4---~~~--'
IOC"
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
9
IOCIII
(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,
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
10
10CII
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
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
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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
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
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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.
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.
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,
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.
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.
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10ell
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
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.
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10CII
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.
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,
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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
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
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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.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
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f ,<
'1
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
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
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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.
1 0.4 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, Purchasing Building
3301 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:
TBE Group, Inc. d/b/a Cardno TBE
27499 Riverview Center Blvd., Suite 211
Bonita Springs, FL 34134
Phone: 239-444-3104; Fax: 727-539-1294
Attn: Gary S. Colecchio
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
28
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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~ J/
Da~e: Y~ch ~q "10
AtteSt... Cbelratd ,
.t..... 'oil,.
By: ~..L w, ~
Fred Coyle, Chairman
r
rYlAR'-/ o. rYlOLAtJDEk:..
Typed Name and Title
tfj;f tI '(!!t>..Ji
Wit: f-J ,12D:s j f-K...
Typed Name and Title
TBE Group, Inc., d/b/a Cardno TBE
By: ~ D, ./J.:j1L.
CRAIe-, D. S~'i~ .(2[)O
Typed Name and Title '
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Structural (ST), Civil-
Public Utilities Water, Wastewater and Irrigation (CI-PU H20), Civil-Public Utilities Solid Waste (CI-Waste), Civil-
Transportation Planning (CI-TRPL), Civil-Transportation Roads (CI-Roads), Civil-Transportation Bridge (CI-
Bridge), Civil-Transportation CEI (CI-CEI), Civil-Transportation Subsurface Utility Engineering (CI-SUE), Civil-
Transportation Traffic (CI-Traf))
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"
* 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
JOCI
Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
Senior Project Manager
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
IOC'.'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 polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER Such certificates shall
C-1
lac
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
loe "~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
""-"'-""-'---'--'-'-_._-~-".-~"..._,._~", _.,~
101 t;~"!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)
$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
IOC t~ PI
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
-....____-...__._'^.......___.MO'. ~_~""'._.,~.,..~.--_.__,._..___.___
lOC t.i~j4
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
-"'-"'-~.'._--'-~------------'--'
lOC"-
(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
rtfm,.c. ~ ~)!
~;Wf J~ ~ .,
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-B
lOCi-
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
It)C II"
(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
IOC
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, TBE Group, Inc., d/b/a Cardno TBE, 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
TBE Group, Inc., d/b/a Cardno TBE
BY: C~[)iJ~~
TITLE: S, V,ce P~es. ;c(ent Coo
. J
DATE: fYkucl. S 20 I D
t
D-1
IOC
~
ACORD m CERTIFICATE OF LIABILITY INSURANCE Dale (MM/DD/YR)
Tr3!s/2010~- ._^.~-^_.~-<~
PRODUCER THIS CERTIFICATE IS ISSUED A>; A MATTeR uF INFORMATION
Aoo Risk Insurance Services West, Inc. ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE
851 SW 6" Avenue, Suite 385 HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
Portland, OR 97204 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
INSURERS AFFORDING COVERAGE NAIC#
Phone No: 800-638~0448 Fax No. 503-295-0923
IN>;URED IN:;'UKt:.R A: Travelers Property Cas. Co. of America
Cardno TBE IN::;URt::R B: Great American Ins. Co.
TBE Group, Inc. IN::;URER v Hartford Casualty Insurance Co.
380 Park Place Blvd., Suite 300 IN::;UKt:.R D: LexIngton Insurance Co.
Clearwater, FL 33759 '0 American Economy Insurance Co.
COVERAGES
, u, MVC ow, ,ooucu 'v ,nc "UK I H" PULlCY P""'UU AN'
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.
'N,K II~~~~ ~uuu ,ceoc,
LTR TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDfYY) DATE (MMIDDfYY) LIMITS
A IABILllY EACH NCE $1,000,000
- COMMERCIAL GENERAL LIABILITY 6801893Ll209 (AOS) 9/30109 9/3011 0 UAMAljl:. TO RENTED PREMISE $1,000,000
X (Eaoccurrence)
- CLAIMS MADE o OCCUR 680l912L57A09 (CA) 9/30109 9/3011 0 nyoneperson) $5,000
- 6802248L72A09(FL) 9/30109 9/30110 $ I ,000,000
-m NER PER P ACP1920L96209 9/30109 913011 0 $2,000,000
1 POLICY rxl PROJECT n LOC (TX)
Included
E AUIUMutlILt: LIAtllLl1 T C{)MI:>INl:.U :jINGLl:. LlMI $1,000,000
- ANY AUTO 02CE21319l-tO (V A) 9/30109 9/3011 0 (EaAccident)
X
- ALL O'MlED AUTOS 01CI285296-10 (NJ) 9/30109 9/3011 0 BOOI (erperson)
- SCHEDULED AUTOS 02CE213201-10 (LA) 9/30109 9/30/1 0 BQDIL Y INJU Y ( Sf accident)
- HIRED AUTOS 02-CE213192-1O (GA) 9/30109 9/30/10
~ NON-OIM\JED AUTOS 02-CE2t3 172-1 0 (AOS) 9/30109 9/30110 {Per accident)
X
cA " AU'UUNU-
- ANY AUTO UIH'"
- THAN
AUTO ONLY. AGGREGATE
B c, CC" C'HO'C" , $15,000,000
-;- OCCURRENCE D CLAIMS MADE TUUOO16410-00 9/30/09 9/3011 0 '0 $15,000,000
- DEDUCTIBLE
- RETENTION $ 10,000
x
C ~~L~YERS' lIABILlT~ IluN ANU 52WELR 1509 9130/09 9/3011 0 x IT~yS~~~I~sl I OTHER
ANY PROPRIETOR/PARTNER/EXECUTIVE $1,000,000
OFFICER/MEMBER EXCLUDED?
If yes, describe under SPECIAL PROVISIONS $1,000,000
below t:LUI:jt:A: $ I ,000,000
D P~;feKssional Liability - Claims Made 013001507 11/26/09 I 1/26/1 0 $2,000,000 Any One Claim
Archittects & Engineers Errors & Omissions $2,000,000 Aggregate
Coverage Including Pollution Liability $250,000 Deductible
~~~~erati':~s of the Named Insured in accordance with policy terms and conditions. Certificate Holder is included as an Additional Insured under the Blanket Additional
Insured coverage provided by the General Liability & Auto Liability coverages listed above. Blanket Waiver of Subro applies (excluding Professional Liability).
As respects the following ContracVAgreement Name and/or Reference #: Jr, No. 09-5262 County Wide Enqineerinq Services D
CERTIFICATE HOLDER CANCELLATION
oHUUW AN' U, '0 A"UV" UOOC"'"W "o'UKo I He
- --~- EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
Board of County Commissioners ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
""...-.", - County Florida, Purchasinq Department BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
i3301-T~;;;-ia~iT;;;iEast------~~-~------ ~-~.- OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES
--,-"..__._.,,_...~--..._~~-~..__._---_.._----,-------_.------. -.-." AUTHORIZED REPRESENTATIVE
Naples. FL 34112 Attention: Stephen Y. Carnell
.
.L'
.r
x
ACORD 25 (200tI08)
.ACORD CORPORATION 1988
From:
Diana De Leon, Contract Technician
Purchasing Department
10Cj~.
....J.I_. aD. AJE.R EC. EIVED)"
,'('il"\':;':.\x lilt:
-' ,i"" , i\TTr.')n"F'"
I . . :1/\' _ r
7',"",. 16 ~ 1- ~
DO NOT WRITE ABOVE THIS LINE -1l. l~ ~ S;
-Povt \ 0,
~ 10
J ~
REQUEST FOR LEGAL SERVICES
ITEM NO.: 10- t>l2.c..- O();)l
FILE NO.:
ROUTED TO:
Date:
March 12, 2010
To:
Office of the County Attorney
Jeff Klatzkow
S'~\
Dw311~
Re: Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: TBE Group d/b/a Cardno TBE
~b~,~
~ ~c..s-
s\\""\xC)
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agendal
Item 10.C
This item has not been previously submitted.
Contract review and approval.
RECEIVED
MAR 1 8 2010
ACTION REQUESTED:
Board 01 C~;,,;;:j C....;..l:..~-.~,.~.....
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
\ \
l'e \ /'
"'''''\, \
',J-') \.h)', \
')\ \ i\ ,,\l
\
- .".._.~-.._.._~~~-,_.._,. -. .-....--.. .._----~~._.~"-_.---,,-.^'_..-_._,_..
RLSIIJQr~ 0\5 d.7 lnp
CHECKLIST FOR R~=VmWING CONTRACTS -L51::-1b
Entity Name: ---ili~-f -"r I ~_e _ r! \ 81 ~ to.reA V\() \
Entity name COlTect on contract? .~ No
Entity regIstered wIth FL See of State" --11'- Yes No
County required to be named as additional insured?
County named as additional insured?
Insurance ~
Insurance Certificate attached? V Yes No
fnsured registered in Florida? ~ Yes No
Contract # &/or Project referenced on Certificate? ~es No
Certificate Holder name correct (BCC)?___~es No
Commercial General Liability ~\
General Aggregate Required $2 miL( Provided $ ~; \ \ Exp. Date \ 0
Products/CompVOp Required $-'-'-_--'---' Provided $ ,t~~ Exp. Date ,. ,
Personal & Advert Required $ " .:_ Provided $_ \ fY"\ i. \ \ Exp. Date . . .,
Each Occurrence Required $_---'-'- ' I Provided $ \ fY'\\\ \ Exp. Date --''---' ,
FirelProp Damage Required $_~ Provided $~\ \ I Exp. Date '. .,
Automobile Liability ,J C\ I ~
Bodily lnj & Prop Required $ ---5Q0~ Provided $ .}"((\\ \ i Exp Date_~ \ 0
Workers Compensation .
Each accident Required $_\ '(Y\lli Provided $ \'/"(\i\ \ Exp Date q IODllO
Disease Aggregate Required $__~__.!~ Provided $ t I I I Exp Date ~~~
Disease Each Empl Required $ ----l.-L---'--_, Provided $ ._"---'-._'- Exp Date _--'-'----'----,
Umbrella Liability . Ol \':l.n ,
Each Occurrence Provided $ \ 5r<\~ \ Exp Date _~ 10
Aggregate Provided $ ~_!L..__I_-'- E~p .9ate___-'-'--_, ,
Does Umbrella sufficiently cover any underinsured pOliion? _~ Yes __No
Professional Liability. 't, \.., r-I
Each Occurrence Required $\(\'\. \ \. Provided $. clmi \ \ ". Exp. Date ~ I D
Per Aggregate Required $ ___!..!...'.-'- Provided $ L Y"'\" \ l Exp. Date _" ",
Other Insurance ..
Each Occur Type:_~ Required $___ Provided $ Exp Date ___~
-4 ---- No
~es No
V<es
Indemnification
Does indenmitication meet County standards?
Is County indemnifying other party?
Yes
~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond
Does dollar amount match contract?
Agent registered in Florida?
Yes
No
Yes
Yes
No
No
Signature Blocks . "
Correct executor name in signature block? ~.___ Yes No
Correct title of executor? j/'::Yes No
Executor authorized to sign for entity? ~es No
Proper number of witnesses/notary? ~Yes No
AuthorIzatIOn for executor to sIgn, rfnecessary: __ __ ~ _ ~_ __ ____
ChaIrman's SIgnature block? es No
Clerk's attestatIOn SIgnature block? L._y =_=No
County Attorney's slgnature block? ----V:Ves No
Attachments
Are all required attachments included?
-0es
No S j
R,,",woc Init."ls -. - {'\ 10
f)Qlc:__ \
04-COA-oro ! 2L
MEMORANDUM
! '(.)II~ 11", c. ! Ilt 1'" C
" '. I,: . ",,\! ! IIP~ In, ,\II
, I!\icr
i
TO:
Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician ~/- 1.1>--- .
Purchasing Department ....:k l
?,pfI
,.U /'/6 "4r:lr-
HI T '. '."0
DATE: March 12, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: TBE Group d/b/a Cardno TBE
This Contract was approved by the BCC on March 9, 2010, Agenda Item 1 D.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
DATE tEttle
MAR '5 20\0
~~~
Pr j/;7/j;()
mausen_g
tOt
From:
Sent:
To:
Ce:
Subject:
RaymondCarter
Monday, March 15, 2010 11 :06 AM
DeLeon Diana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
I have approved the certificate of insurance provided by TBE Group d/b/a Cardno TBE for contract 09-5262. The contract
will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~ Cah.teft
Manager Risk Finance
Office 239-252-8839
Cell 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
www.sunbiz.org - Department of State
10~ of3
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Florida Profit Corporation
TBE GROUP, INC.
Filing Information
Document Number G75525
FEI/EIN Number 592367433
Date Filed 12/19/1983
State FL J
Status ACTIVE
Last Event NAME CHANGE AMENDMENT
Event Date Filed 08/16/1996
Event Effective Date NONE
Principal Address
380 PARK PLACE BLVD
STE 300
CLEARWATER FL 33759
Changed 01/22/2002
Mailing Address
380 PARK PLACE BLVD
STE 300
CLEARWATER FL 33759
Changed 01/22/2002
Registered Agent Name & Address
BUSH ROSS REGISTERED AGENT SERVICES, LLC
1801 N HIGHLAND AVE
TAMPA FL 33602 US
Name Changed: 05/22/2008
Address Changed: OS/22/2008
OfficerlDirector Detail
Name & Address
Title PRES
BEYER, PATRICK L PE
380 PARK PLACE BLVD STE 300
CLEARWATER FL 33759
Title SVP )
SNYDER, CRAIG D COO
http://www. sunbiz.org/scripts/cordet.exe?action= DETFIL&inq_ doc _ number=G 7 5 525&in... 3/12/2010
www.sunbiz.org - Department of State
380 PARK PLACE BLVD STE 300
CLEARWATER FL 34624
Title SVP
LAIRSCEY, LANCE D
380 PARK PLACE BLVD STE 300
CLEARWATER FL 33759
Title SVP
BROWN, ROBERT G PE
380 PARK PLACE BLVD STE 300
CLEARWATER FL 33759
TitleVP
HOWARTH, STEVEN P PE
380 PARK PLACE BLVD STE 300
CLEARWATER FL 33759
Title ASEC
WiLLIAMS, GIB
380 PARK PLACE BLVD STE 300
CLEARWATER FL 33759
Annual Reports
Report Year Filed Date
2008 04/02/2008
2009 03/13/2009
2010 02/02/2010
Document Images
02/02/2010 -- ANNUAL REPORT
03/13/2009 -- ANNUAL REPORT
OS/22/2008 Reg. Agent Change
04/02/2008 -- ANNUAL REPORT
03/07/2007 -- ANNUAL REPORT
04/27/2006 -- ANNUAL REPORT
03/23/2006 -- ANNUAL REPORT
02/11/2005 -- ANNUAL REPORT
04/05/2004 n ANNUAL REPORT
03/09/2004 -- ANNUAL REPORT
01/28/2004 -- ANNUAL REPORT
03/31/2003 -- ANNUAL REPORT
01/22/2002 -- ANNUAL REPORT
02/03/2001 -- ANNUAL REPORT
02/23/2000 -- ANNUAL REPORT
02/15/1999 -- ANNUAL REPORT
08/21/1998 -- ANNUAL REPORT
03/26/1998 ANNUAL REPORT
02/10/1997 -- ANNUAL REPORT
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01/30/1996 -- ANNUAL REPORT
06/08/1995 --ANNUAL REPORT
04/11/1995 -- ANNUAL REPORT
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Narn!!l:![~!HY
I !Jon);' (OlitdC't 11"1 i !)(lC'UI)i' :ll' ';c.JleJI><; I [,r;linn S'::IVI(F I :or 11:; ! He'll! I
Cc'pyri()ilt c(; )(l{iJ
dl',(! F'i',;,j-;:.\' PO!icies
oi F!cri:.L~, U,'pi~rtrnC(1t of Stdt'rc'
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Fictitious Nam~ /
CARDNO TBE /
Filing Information
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FEIIEIN Number
G09064900251
ACTIVE V
03/05/2009
12/31/2014
1
PINELLAS
1
NONE
NONE
Mailing Address
380 PARK PLACE BLVD, SUITE 300
CLEARWATER, FL 33759
Owner Information /
TBE GROUP, INC.
380 PARK PLACE BLVD" SUITE 300
CLEARWATER, FL 33759
FEIIEIN Number: 59-2367433
Document Number: G75525
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ikl'IE, I Conl;"t. ii'; DC;(t.i'I;(~:it ~_;('<:1nJ-le;. I I:-iilinq ~;el-\/i(f_"" I Funll:; i i:elu I
<:Hld Pnvdcy PuliCles
Cupyr'l:;lhl I Std!:,:' (jf FItJII(id, DopMtrnPllt of ,::-,t,lt(
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--'~'_.__....'-- -_._,,-- <~'-'-___~'_~"_'_'.__"~~"'__;_""'_~" .eo.
-108 .I~
MEMORANDUM
Date:
March 22, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Coastal Planning & Engineering
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1)
. DATE~III l--
:f':)r.I'.ll,);;'.~, '::~':,- I tit () vV"
Oq~:)UN7 r Ar (/JRNEY V
1,,," ') 16 n:~ 0'15
H,I '.; t{
se1
Du.) c')b~
.J/ ,~ 617
~h ~ OV
This Contract was approved by the BCC on March 9, 2010, Agenda (0 ~
Item 10.C '6v11
.0.
This item has not been previously submitted.
~1 J
)! I K I
ITEM NO.:iO ,~-D\~
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date: March 11, 2010
To:
Office of the County Attorney
Jeff Klatzkow
From:
Diana De Leon, Contract Technician
Purchasing Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: Coastal Planning & Engineering
BACKGROUND OF REQUEST:
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
,~
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
RECEIVED
MAR 2 2 2010
Board of County Commissioners
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Florida Profit Corporation
COASTAL PLANNING & ENGINEERING, INC.
Filing Information
Document Number G78775
FEIIEIN Number 592388327
Date Filed 01/16/1984
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 04/13/2005
Event Effective Date NONE
Principal Address
2481 NW BOCA RATON BLVD.
BOCA RATON FL 33431 US
Changed 01/24/1994
Mailing Address
2481 NW BOCA RATON BLVD.
BOCA RATON FL 33431 US
Changed 01/24/1994
Registered Agent Name & Address
CORPORATION SERVICE COMPANY
1201 HAYS STREET
TALLAHASSE FL 32301 US
Name Changed: 01/15/2009
Address Changed: 01/15/2009
Officer/Director Detail
Name & Address
Title PRES
CAMPBELL, THOMAS J.
3016 NE 33RD ST
LIGHT HOUSE POINT FL 33064
/
Title SVP
BEUMEL, NORMAN H.
2884 SW 13 DRIVE
DEERFIELD BCH. FL
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Title SVP
SPADONI, RICHARD H.
100 SW 13TH AVENUE
BOCA RATON FL
Title VP
ANDREWS, JEFFREY
630 NW7TH AVENUE
BOCA RATON FL 33486
TitleVP
THOMSON, GORDON
7028 PENINSULA LAKE CT.
LAKEWORTH FL 33467 US
Annual Reports
Report Year Flied Date
2008 07/29/2008
2009 01/15/2009
2010 01/15/2010
Document Images
01/15/2010 -- ANNUAL REPORT
01/15/2009 -- ANNUAL REPORT
07/29/2008 -- ANNUAL REPORT
01/15/2008 -- ANNUAL REPORT
01/12/2007 -- ANNUAL REPORT
01/23/2006 -- ANNUAL REPORT
04/13/2005 -- Amendment
02/28/2005 -- ANNUAL REPORT
03/11/2004 -- ANNUAL REPORT
03/10/2003 -- Amendment
01/10/2003 -- ANNUAL REPORT
02/17/2002 -- ANNUAL REPORT
01/30/2001 -- ANNUAL REPORT
01/21/2000 -- ANNUAL REPORT
04/15/1998 -- ANNUAL REPORT
01/23/1997 -- ANNUAL REPORT
02/21/1996 -- ANNUAL REPORT
02/22/1995 -- ANNUAL REPORT
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I HiJrt"., I (.oIlL()(\ U'.' I iJtKlHljo'ni <:,ecl!(J'l~', I FFilir"~ :;crv;{,'S i I'orrn<; i Ik;!p I
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MEMORANDUM
IOC . t.r'
TO:
Ray Carter
Risk Management Department
e,./
yC
FROM:
Diana De Leon, Contract Technician
Purchasing Department
DATE: March 11,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Coastal Planning & Engineering
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
DATE RECEI8
MAR 1 2 2010
RISK HAIWIIBT
~
.f J I 'C". u,~ i>y f"~ f'(l..trft::'''L
ftJ. ~ TV I (d1)IJ L.JA-'7V'~"
/0
loC/1I
mausen_9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Monday, March 15, 20102:00 PM
DeLeonDiana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
I have approved the certificate(s) of insurance provided by Coastal Planning & Engineering for contract 09-5262. The
contract will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~ Ca.Pr.t.cJr..
Manager Risk Finance
Office 239-252-8839
Cell 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
RLS # _~Q_eeL01S3D
CHECKUST FOR REVIEWING CONTRACTS. . . 10 C'
Elltity Name: ~CbQQiM~CWlf\i ~ ~ So,~'(\~(\~"U""C
Entity name correct on contract"6es No
Entity registered with FL Sec. of State? ~_Yes No
Insurance
Insurance Certificate attached'!
Insured registered in Florida?
Contract # &lor Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General LiabililJ!-
General Aggregate Required $c.L~ \ \
ProductslCompVOp Required $ ---'-'----'--'.~.
Personal & Advert Required $._._,-~___~~~
Each Occurrence Required $ I ,/ ,
FirelProp Damage Required $ ~~
Automobile Liability i
Bodily Inj & Prop Required $ 6"00 .
Workas Compensation . .,
Each accideut Required $ \ (Y\ \ \
Disease Aggregate Required $ I ( I.
Disease Each Empl Required $ I I I
Umbrella Liability
Each Occurrence Provided $ ~i1! Exp Date _ 'Q_~ \ \
Aggregate Provided $ ~_ ~~ ----.L~ ~ate ----.t~ t
Does Umbrella sufficiently cover any underinsured portion? __p Yes __ _~No
Prafessiallal Liability . \ ~ I . .. \
Each Occurrence Required $ _llilL ProvIded $ '2{Y\l \ Exp Date~) Q
Per Aggregate Required $~~._lJ.~_.L.' ProvIded $ -9 f{\; \ \ Exp. Date
Other Insurance
Each Occur Type:~~ Required $~__~
~Ih~~
County required to be named as additional insured?
County named as additional insured?
~Yes
~::
Yes ~_._~..~~No '~\11,D
Reviewerln;tiaJs: _~ __~____
Date:
O.1-COAO) 030/222
Provided $ 2.rn\ \ \
Provided $ _JL...._'---L
Provided $~ \m~ l \
Provided $ ~~,
Provided $ L..
Provided $ \ fYli.\-'
Provided $ \ W\~ \ l
Provided $ --Y--~~/_~
Provided $ " I!
Provided $
~
Yes
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
v<:
Yes
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of boud
Does dollar amount match contract?
Agent registered in Florida?
Sigllature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: __~_
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
Attachments
/\re all required attachments included?
No
No
No
No
Exp. Date~. \6) \ t
Exp. Date M I I I
Exp. Date I f
Exp. Date ------!.~----.L.. J
Exp. Date ~__~ '
Exp Date ~-i4 \ \
Exp Date '":L\ l$lH
Exp Date ~~~,,_~
Exp Date _ __'----.!. J
Exp Date ~I \ \
2-51) ~
\ TY'\i \1
No
No
No
~
Yes
No
Yes
Yes
No
No
No
No
No
tcoe
Contract 09-5262
"County- Wide Engineering Services" - Coastal Zone/Environmental (CZ)
THIS AGREEMENT is made and entered into this CffJ-\dayof rY\;t.--cc~ ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Coastal Planning & Engineering,
Inc., authorized to do business in the State of Florida, whose business address is 2481 North West
Boca Raton Boulevard, Boca Raton, Florida 33431 (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. Coastal Zone/Environmental (CZ)
IOC."
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
IOC ;jH
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.
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
IOC 'q
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. Campbell, P.E., 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
ItlC
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 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
lOC"1
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
lac 't.'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
10C~.
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
IOC . ~:~
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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
14
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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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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.
1 0.3 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.
1 0.4 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.
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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, Purchasing Building
3301 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:
Coastal Planning & Engineering, Inc.
2481 NW Boca Raton Blvd.
Boca Raton, FL 33431
Phone: 561-391-8102; Fax: 561-391-9116
Attn: Thomas J. Campbell, 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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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
lOCi"
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
10c.n~
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:
Dw"htE1r?ck; Clerk
BY?~.' .
Date:
Attest . r. I
. '..... Oft f ,
c~<{ L.t ~ II) 0(;;; (dt:;--
Witness
Tracie McCaulev. Admin. Asst.
Typed Name and Title
30
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By: ~W. ~.
Fred Coyle, Chairman
Thomas J. 11 President
Typed Name and Title
IJ0fC 'j
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20
Zone/Environmental (CZ))
(RFP/Bid 09-5262- Coastal
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 & Materiai
(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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
$180
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
lOC ~1,~
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered 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
C-1
IOC
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
lO'C '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
rlO)'C
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
loe "'~W
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
lQC'1hl
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 -L_ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
C-B
lOCH
(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
feme 1'1
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 forvvard 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
IOC
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
IOC'IH.;,..
: j.: -
(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
l~lC .~ .~.
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Coastal Planning & 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
BY:
s J. 11
TITLE: President
DATE:
2/25/2010
0-1
OP ID R3
COAST-2 02/25/10
THIS CERTIFICATE IS ISSUEP AS A MATTER OF INFORMATION
ONLY ANP CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE POES NOT AMEND, EXTENP OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
I INSURERS AFFORPING COVERAGE NAlC #
INSU~ERA:___ Har~ord Casualty Ins. _ Co 29424
INSURERS: Sentinel Insurance Co LTD 11000
-_._-~-
38261
35300
16691
eRb~
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER
Brown & Brown of Florida, Inc.
5900 N. Andrews Ave. #300
P.O. Box 5727
Ft. Lauderdale FL 33310--5727
Phone:954-776-2222 Fax:954-776-4446
INSURED
Coastal Planning & Engineering
Inc
2481 NW Boca Raton Blvd.
Boca Raton FL 33431
INSURER c:
Hartford Ins. Co. of the S.E.
INSURER 0:
All.ianz Global Risks US InsCo
INSURER E:
Great American Insurance Co.
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABQVEFOR 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 AFFffiDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND C()\JDITIONS OF SUCH
POliCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
LTR NSR
I
A
TYPE OF INSURANCE POLICY NUMBER
~ERAL LIABILITY I
~MMERCIALGENERALLlABILlTY i 21UENK07686
------L_J CLAIMS MADE ~ OCCUR
-
--
GEN'L AGGRyEGATE LIMIT AP tP:::L1ErS, PERo
---'1 --l PRO-
POLICY JECT I LOC
~TOMOBlLE LIABILITY
~ ANY AUTO 21UENK07686
___ ALL OWNED AUTOS
_ SCHEDULEDAUTOS
~ HIRED AUTOS
~l NON'()WNEDAUT~_
GARAGE LIABILITY
=1 ANY AUTO
~~ESS! UMBRELLA L1ABIUTY
~ OCCUR D CLAIMS MADE
6AOfJC1~r~E~ DXW't'M'M/DD
02/15/10
02/15/11
EACH OCCURRENCE
PREIMISES{E~~~~~nce)
MED EXP (Anyone person)
PERSONAL &ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP PCG
B
02/15/10
02/15/11
COMBINED SINGLE LIMIT
(Eaaccident)
BODILY INJURY
(Per person)
--------
BODILY INJURY
(Per accident)
- ----------
PROPERTY DAMAGE
(Per accident)
~~.9!:'_~ Y - EA ACCIDENT
i OTHER THAN EA ~~
AUTO ONLY: AGG
1
. -,
':-i
DATE (MM/OOIYYYY)
LIMITS
$ 1,000,000
.300,000 __
,.10,000
.1,000,000
.2,000,000
.2,000,000
s 1,000,000
-~-~
s
A
I 21XHUK09175
.
~_______. ___0-_0_-
.
EACH OCCLRRENCE $ 5,000,000
AGGREGATE $ 5 I 000,000
----_.~~ .
~-----
.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
COLLIER DATE THEREOF, THE ISSUING INSURER V\IIlL ENDEAVOR TO MAIL 30' DAYS WRITTEN
NOTlCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Collier County REPRESENTATIVES.
3301 Tamiami Trail East
Naples FL 34112 A:qIPRESENTATlVE
I _. . >" R.D.
"-
ACORD 25 2009/01 @1988.20!l1fACORP CORPORATION. All ri hts reserved.
02/15/10
02/15/11
c
--_OJ DEDUCTIBLE
x1 RETENTION $10,000
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y I N
ANY PROPRIETOR/PARTNERfEXECUTIVO
OFFICER/MEMBER EXCLUDED?
(MandatoryinNH)
~~~t~iS~~~0!g?O~S below
OTHER
El. DISEASE - POLICY LIMIT
02/15/10
02/15/11
x ITO~yb~l~i~s i IUE~-
EoL. EACH ACCIDENT
21WEN08779
E.l. DISEASE - EA EMPLOYE
D Equipment Floater MXI97002191 02/15/10 02/15/11
E Hull & P&I OMH764559513 02/15/10 02/15/11
DESCRIPTION OF OPERATIONS! LOCATlONS/VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
*10 days notice of cancellation applies for non-payment of premium.
REF: Contract #09-5262 - County Wide Engineering Services
Rented Eq
P&I
CERTIFICATE HOLPER
CANCELLATION
The ACORD name and logo are registered marks of ACORD
$1,000,000
$1,000,000
.1,000,000
250,000
1,000,000
9
03111/2010 03:15 FAX
Accounting
I4J 000210002
Coll ier" Coun ty
Insured and. in
L.iabi~i ty when
nem.:1 a8 Addi tional
with respeata to Gen.ra~
ACORD," CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/ODIYYYY)
2/25/2010
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ISU Suncoast Insurance Assoc ONLY ANP CONFERS NO RIGHTS UPON THE CERTIFICATE
P.O. Box 22668 HOLDER. THIS CERTIFICATE POES NOT AMENP, EXTENP OR
ALTER THE COVERAGE AFFORDEP BY THE POLICIES BELOW.
Tampa, FL 33622-2668
813 289-5200 INSURERS AFFORDING COVERAGE NAIC#
-- XL Specialty Insurance Company 37885
INSURED INSURER A:
Coastal Planning & Engineering Inc INSURER 8:
2481 NW Boca Raton Blvd INSURER c:
Boca Raton, FL 33431 INSURER D;
INSURER E:
Client#. 9560
COASPLA3
lac
, '~l
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POlley 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 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
~{: ~~~! TYPE OF INSURANCE POLICY NUMBER PJ'.k,l~~J~~8~E Pg~fl,~~~~N LIMITS
~NERAL LIABILITY EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $
I CLAIMS MADE D OCCUR MED EXP (Anyone person) $
- PERSONAL & ADV INJURY $
"- GENERAL AGGREGATE $
n'L AGG~EnE LIMIT APnSIPER: PRODUCTS - COMP/OP AGG $
PRO-
POLICY JECT LOC
~TOMOB]LE LIABILITY COMBINED SINGLE LIMIT S
ANY AUTO (Eaaccident)
"-
"- ALL OWNED AUTOS BODILY INJURY
(Per person) $
I- SCHEDULED AUTOS
I- HIRED AUTOS BODILY INJURY
(Per accident) $
I- NON-OWNED AUTOS
"- PROPERTY DAMAGE $
(Per accident)
~RAGE LOABILlTY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EAACC $
AUTO ONLY: AGG $
~ESS/UMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR D CLAIMS MADE AGGREGATE $
$
=1 DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND I ~VjC Sr~~~~ I jOJ~-
EMPLOYERS' LIABILITY EL EACH ACCIDENT $
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED? EL DISEASE EA EMPLOYEE $
If yes, describe under EL DISEASE POLICY LIMIT S
SPECIAL PROVISIONS below
A OTHER Professional DPR9681888 12/15/09 12/15/10 $2,000,000 per claim
Liability $4,000,000 ann I aggr.
DESCRIPTION OF OPERATIONS I LOCATIONS I VEH]CLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Professional Liability is claims made and reported.
Contract: # 09-5262- County Wide Engineering Services.
CERTIFICATE HOLDER CANCELLATION 10 Davs for Non-Pavment
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPlRA nON
Collier County DATE THEREOF, THE ]SSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
3301 Tamiami Trail East NonCE TO THE CERTIF]CATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Naples, FL 34112 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ]TS AGENTS OR
REPRESENTATIVES.
A~ED REPR~TIVE
. "l1. oJ.~~ -
ACORD 25 (2001/08) 1 of 2
#S2381431M225076
BJM
@ ACORD CORPORATION 1988
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
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-5 (2001/06) 2 of 2
#S238143/M225076
loCl1
MEMORANDUM
Date:
March 22, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: CH2M Hill
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1)
From:
Diana De Leon, Contract Technician
Purchasing Department
InCI.~
RECEIViMO)r
"" ov: s
\,V?\ ~
.\~
~ '~(,~) \V
. ^/))
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ITEM NO.:
FILE NO.:
\ 0 -'R2.C, 015, 31
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DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 11,2010
To:
Office of the County Attorney
Jeff Klatzkow
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: CH2M Hill
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~~
~\'V'\;
RECEIVED
MAR 2 2 2010
Boara of Countl,' CommiSSi(Jners
lOCI,.
...,j 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, 1 further certify that said
resolution is in full force and effect as of November t 1, 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 sel\lices 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 carporation. or any of its
affiliates ar subsidiaries. agreements other than those pertaining ta 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 Oluslness Vice President of CH2M HILL,
Inc., and has been granted authorrty in accordance with the above resolution and may sign documents on behalf of
the ~rm in an amount up to $25,000,000
Dated this 11th day of November, 2009.
/l'}CCAJ..A.{V),J eCt ((..Y~ _
pJlIa W. Chase, Assistant Secretary
State of Colorado
County of Douglas
Subscribed and sworn to before me by Paula W. Chase, known to me to be the Assistant Secretary of CH2M HILL,
Inc.. this 11th day of November, 2009.
/)
Notary Public .
My commission expires:
c~'-:?,.......... ^
''Y. ..' ""-'$-
....(~ /' 1;) , ;t. .....<" \
'n,.' C 0 '-:0
Do! Q) ill :-of ;,.;' '. I,i,
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"i~~t::~~~:~Sf/
___.__n'__._... ~_"_,."'_,,
MEMORANDUM
lQCl1
TO: Ray Carter
Risk Management Department
,
FROM:
Diana De Leon, Contract Technician
Purchasing Department
, (' ,(l..-<>--'
c/
DATE: March 11,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: CH2M Hill
DATE RECEIVED
MAR 1 2 2010
RISK tWtASEMOO
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10,C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded, Thank you,
If you have any questions, please contact me at extension 8375,
lOCII
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Monday, March 15, 2010 1 :54 PM
DeLeonDiana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
i have approved the certificate(s) of insurance provided by CH2MHiii for contract 09-5262, The contract will now be
forwarded to the county attorney's office for their review,
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
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Florida Profit Corporation
CH2M HILL, INC,
Filing Information
Document Number 165770
FEIIEIN Number 590918189
Date Filed 07/12/1951
State FL
Status ACTIVE
Last Event MERGER
Event Date Filed 10/01/2007
Event Effective Date NONE
Principal Address
9191 SOUTH JAMAICA ST.
ENGLEWOOD CO 80112 US
Changed 01/29/2003
Mailing Address
POBOX 22508
ATTN TAX DEPT
DENVER CO 80222-0508 US
Changed 03/17/1999
Registered Agent Name & Address
C T CORPORATION SYSTEM
C/O C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND RD
PLANTATION FL 33324 US
Name Changed: 02/22/2007
Address Changed! 02/22/2007
OfficerlDirector Detail
Name & Address
Title SECR
MCLEAN, MARGARET B
9191 S. JAMAICA ST
ENGLEWOOD CO 80112
Title P
DEHN, WILLIAM T
http://www,sunbiz,org/scripts/cordet.exe?action=DETFIL&in<L doc _ number= 1 65770&i nq." 3/12/2010
www.sunbiz,org - Department of State
9191 S. JAMAICA ST
ENGLEWOOD CO 80112
Title AVP
LATHEN, ROBERT L
9191 S JAMAICA ST
ENGLEWOOD CO 80112
Title ASEC
PAULA, CHASE W
9191 S. JAMAICA ST
ENGLEWOOD CO 80112
Title TREA
SHELTON, BRIAN R
9191 S JAMAICA ST
ENGLEWOOD CO 80112
Title VPC
SHEA, JOANN
9191 S. JAMAICA ST
ENGLEWOOD CO 80112
Annual Reports
Page 2 of 4
locH
Report Year Filed Date
2008 03/18/2008
2009 04/20/2009
2009 06/30/2009
Document Images
06/30/2009 ANNUAL REf'ORT
04/20/2009 -- ANNUAL REPORT
03/18/2008 ANNUAL REPORT
10/01/2007 -- Merger
04/20/2007 -- ANNUAL REPORT
02/22/2007 -- Reg, Agent Change
05/01/2006.. ANNUAL REPORT
OS/24/2005 -- ANNUAL REPORT
04/30/2004 -- ANNUAL REPOR T
02/17/2003 cc Reg. Agent Change
01/29/2003 -- ANNUAL REPORT
02/28/2002 -- ANNUAL REPORT
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10/26/2001 -- Merger
08/31/2001 -- Merger
04/30/2001 -- ANNUAL REPOR r
05/17/2000 -- ANNUAL REPORT
03/17/1999 -- ANNUAL REPORT
04/14/1998 -- ANNUAL REPORT
07/24/1997 -- ADDRESS CHANGE
http://www,sunbiz,org/scripts/cordet.exe?action= D ETFIL&inq., doc.. number= 165770&inq", 3/12/2010
"-~-"'-'--~_........._-,._....,.._.,.
www.sunbiz,org - Department of State
Page 3 of 4
IOC ~111
07/24/1997 -- MISC.
03/05/1997.. ANNUAL REPORT
05101/1996.- ANNUAL REPORT
01/24/1995.- ANNUAL REPORT
01/24/1995.. 1995 ANNUAL REPORT
04/26/1994 -- 1994 ANNUAL REPORT
12/27/1993.- Merger
12/27/1993 Merger
12/27/1993 -- Merger
07/20/1993 -- Amendment
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04/29/1993 -- 1993 ANNUAL REPORT
03/27/1992 -- 1992 ANNUAL REPORT
03/01/1991 1991 ANNUAL REPORT
03/21/1990 -.1990 ANNUAL REPORT
04/14/1989.. 1989 ANNUAL i,EPORT
03/25/1988 .. 1988 ANNUAL REPORT
04/01/1987 --1987 ANNUAL REPORT
07/11/1986 -- 1986 ANNUAL REPORT
07/26/1985 -- 1985 ANNUAL REF'ORT
06/29/1984 -- 1984 ANNUAL REPORT
06/28/1983 -- 1983 AN N UAL R EPOR r
01/10/1983 -- Reg, Agent Change
07/09/1982 1982 ANNUAL REPORT
06/30/1981 -- 1981 ANNUAL Rr,PORT
06/09/1980 -. 1980 ANNUAL REPORT
01/14/1979.. 1979 ANNUAL REPORT
11/17/1978 -- Name Change
OS/23/1978 -- Name Change
01/30/1978 -- 1978 ANNUAL REPORT
04/25/1977.- 1977 ANNUAL REPORT
04/09/1976 --1976 ANNUAL REPORT
04/30/1975 -- 1975 ANNUAL REPORT
OS/23/1974 --1974 ANNUAL f,EPORT
10/17/1973 -- 1973 ANNUAL REPORT
03/02/1972 .. 1972 ANNUAL REPORT
12/02/1971 -- 1971 ANNUAL REPORT
06/1611971- 1971 ANNUAL REPORT
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'-..~.__.._-,--_.'--
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08/07/1870 -- 1970 ANNUAL REPORT
07/22/1970 -- 1970 ANNUAL REPORT
03/05/1970 -- Amendment
11/28/1969.c Merger
07/18/1969 --1969 ANNUAL REPORT
07102/1969 -- 1969 ANNUAL REPORT
07101/1969 --1968 ANNUAL REPORT
07/15/1968 -- ANNUAL REPORT
05/31/1968 -- Merger
06/28/1967 1967 ANNUAL REPORT
05/25/1966.. 1966 ANNUAL REPORT
04/15/1965 1965 ANNUAL REPOIH
07/22/1964 --1964 ANNUAL REPORT
07/24/1963 -. 1963 ANNUAL REPORT
06/26/1962 -- 1962 ANNUAL REPORT
06/20/1961.. 1961 ANNUAL REPORT
12/03/1960 -- Name Change
06/10/1960.- 1959 &1960 ANNUAL REPORT
06106/1960.- 1958 ANNUAL REPORT
OS/27/1959 1957 ANNUAL REPOIH
07/22/1958.-1956 ANNUAL REPORT
09/13/1957 -- 1955 ANNUAL REPORT
0810211956 -. 1954 ANNUAL REPORT
02108/1954 -- ANNUAL REPORT
12/0711953 --1952 ANNUAL REPORT
08/16/1951 -- Reg, Agent Change
07/12/1951 -- Domestic Profit
Page 4 of 4
IOC ~~t,1
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i !-!OnH' ('-milder (6 I DUUHlihl\ S(~dldi',,,; I I:Fllinq S'.rv,(cc, I I nUn<; I flclu i
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http://www,sunbiz,org/scripts/cordct.exe?action=DETFIL&inCL doc _ number= I 65770&inq,., 3112/20 I 0
-------...,---------,.-
Entity name correct on contract?
Entity registered with FL Sec. of State?
RLSII '()~.:i31
CHECKLIST .FOR REVIEWING CONTRACTr
En/iry Name: Qrbtfl'diU I ~ ('C... __~ 10 C
~
~
No
No
,;~p
Insurance
Insillance Certificate attached?
Insured registered in Florida?
Contract # &Jar Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability \ (
General Aggregate Reqnired $~i ~
Products/Compl/Op Required $.i.L-~..
Persoual & Advert Required $ ~_IJ~./~
Each Occurrence Required $ --'L--~ I
Fire/Prop Damage Required $ ~ IL~
Au/omobile Liability ,)
Bodily Inj & Prop Required $t::Q9_~ Provided $ ':<,('('1;11..
Workers Compensation .
Each accident Required $ k '.il
Disease Aggregate Required $ ----t-l-../. /
Disease Each Empl Required $ .....L....._~'?.
Umbrella Liabiliry
Each Occurrence Provided $ ___,~
Aggregate Provided $ _~___
Does Umbrella sufficiently cover any underinsured portion?
Professional Liabiliry '\' I
Each Occurrence Required $ '^" 'l.... Provided $ ~lL..
Per Aggregate Required $ ---'--'._'--!" Provided $...l..L...--'--'_
Other Insurance
Each Occur Type:___.__
_~Yes No
IL-- Yes _.yo
Yes ~No.
. ~Yes No
Provided $~'1L Exp. Date..5.h1g
Provided $ 'I 'I Exp. Date _ ----Ll~
Provided $J. ~ ril..\ Exp. Date I / . !
Provided $ \ ~\ Exp, Date __.--'-1__'_ I
Provided $.~_~~ Exp. Date ~----~L----.!
Provided $~; \1.
Provided $ ~~~_L
Provided $ __I. ~.~~
EXPDate~
Exp Date ~W'I. ,-5\,\ \ \0
Exp Date ___~ I J
Exp Date _______~ I -1
Exp Date _____.__
Exp Date _~_~
Yes
No
Exp. Date._~
Exp. Date _it J I
Required $_
Provided $
Exp Date__
County required to be named as additional insured?
County named as additional insured?
~~
----1.L'\"'es
6
Yes
No
No
Indemnification
Does inderrmification meet County standards?
Is County indemnifying other party?
No
~
Performance Bond
Bond requirement referenced in contract?
lfattached, expiration date of bond ___.______
Does dollar amount match contract?
Agent registered in Florida?
__Yes
No
Yes
Yes
No
No
Attachments
Are all required attachments included?
Signature Blocks /"
Correct executor name in signature block? L,Yes No
Correct title of executor? ___/_yes NO~
Executor authorized to sign for entity? -V-----:. Y es______ No
Proper number of witnesses/notary? ~ h..-RQ~'-- No
Authorization for executor to sign, if necessary: __ ~ __.__^~
Chairman's signature block? ._____ es _-.______No
Clerk's attestation signature block? ~es No
County Attorney's signature block? ___~ No
~
_____ Y es
__~No , qJ'1IO
Revlewerlnit13JS,:J If.
Dafc-_____.
04-COA-UI 30/222
-__"_,.."._____.~_.._'_M.._
IOC ,~
Contract 09-5262
'County- Wide Engineering Services!....Aerospace (AE), Coastal Zone-Environmental (CZ),
Electrical (EL), Mechanical (ME), Project Management (PM), Structural (ST), Civil-Public
Utilities Water, Wastewater and Irrigation (CI-PU H20), Civil-Public Utilities Solid Waste (CI-
Waste), Civil-Transportation Planning (CI-TRPL), Civil-Transportation Stormwater (CI-Storm),
Civil-Transportation Roads (CI-Roads), and Civil-Transportation Bridge (CI-Bridge)
THIS AGREEMENT is made and entered into this qtndayof (Y\rt n ..h , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and 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
10 C "f
WHEREAS, CONSULTANT has been awarded a contract for the following Engineering
Discipline(s):
1, Aerospace (AE)
2, Coastal Zone-Environmental (CZ)
3, Electrical (EL)
4. Mechanical (ME)
5. Project Management (PM)
6, Structural (ST)
7. Civil-Public Utilities Water, Wastewater and Irrigation (CI-PU H20)
8, Civil-Public Utilities Solid Waste (CI-Waste)
9, Civil-Transportation Planning (CI-TRPL)
10,Civil-Transportation Stormwater (el-Storm)
11, Civil-Transportation Roads (CI-Roads)
12, and Civil-Transportation Bridge (CI-Bridge)
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,
2
'IOC '~w
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1,2,1 All Services must be authorized in writing by OWNER in 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,
3
10 C k~
1,2,3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the
Services required thereby, in accordance with the terms of this Agreement and the subject Work
Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services
shall be determined solely by OWNER and that OWNER does not represent or guarantee unto
CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT
pursuant to this Agreement.
1,2,5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way,
1.2,6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference,
1,3 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.
4
10 C'~.
1,5 CONSULTANT hereby designates Bill Gramer, P,E" 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,
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
5
lOCi
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
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,
6
10 C ~f
1,8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non-public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph, CONSULTANT shall provide OWNER prompt written notice of any such subpoenas,
1,9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
State Plane East (US Feet) Coordinate System (NAD 83/90), The drawings should either reference
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i,e, right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications,
ARTICLE 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
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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.
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
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authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order,
3,2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
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(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,
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
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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
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4,6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed, This Agreement may be renewed for an additional three
(3) years, renewable annually, Any such annual renewal shall be agreed to, in writing, by both
parties,
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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
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
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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.
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.
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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,
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,
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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
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.
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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,
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,
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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
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions,
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9.3,2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9,3,3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9,3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S,O. form with no limiting endorsements, must reference and identify this Agreement.
9,3,5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them,
9,5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9,5,1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida,
9,5,2 The insurance company must have a current A. M, Best financial rating of "Class VI" or
higher,
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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
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
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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)
CONSULTANTS failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANTS 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 CONSULTANTS principals,
officers or directors, or (d) CONSULTANTS failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANTS 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, Purchasing Building
3301 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 Hilllnc"
5801 Pelican Bay Blvd,
Suite 505
Naples, Florida 34108
Telephone: 239-596-1715
Fax: 239-596-2579
Attn: Alan F. Bollinger, 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.
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17,5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17,6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17,7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
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
27
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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
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 0, 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,
28
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19,2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287,133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s, 287,017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
29
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either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla, Stat.
20,2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters,
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21,1 By executing and entering into this agreement, the Consultant is formally aCknOWledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U,S.C, 1324, et 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,
30
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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:
A~~
It.... Oft.,
'--1_ t\ W. ~
By: ~
Fred w. Coyle, Chairman
CH2M Hill. Inc.
-)\ -~
",..--\ '. ~ --
By:
-:r
Witness
Glez H, Chang, Admin. Assistant
Typed Name and Title
fub-M~J--
Witness
K.~'-D LcAc<-1f;Luif\
Typed Name and Title
Alan Bollinger, Vice President
Typed Name and Title
31
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Aerospace (AE), Coastal
Zone-Environmental (CZ), Electrical (EL), Mechanical (ME), Project Management (PM), Structural (ST), Civil-Public
Utilities Water, Wastewater and Irrigation (CI-PU H20), Civil-Public Utilities Solid Waste (CI-Waste), Civil-
Transportation Planning (CI-TRPL), Civil-Transportation Stormwater (CI-Storm), Civil-Transportation Roads (CI-
Roads), and Civil-Transportation Bridge (CI-Bridge))
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel CateQorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive, Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed,
IOC.
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
C-1
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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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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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part, The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
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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
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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 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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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 "County
Wide Engineering Services" are accurate, complete and current as of the time of
contracting.
CH2M Hill, Inc.
M
BY:
13.' "
~JX6
TITLE: Alan Bollinqer. Vice President
DATE: Februarv 10. 2010
D-1
1
ACORd
V-
CERTIFICATE OF LIABILITY INSURANCE
DATE tMMlDD1YYYY)
04/21/2009
THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
PRODUCER
MARSH USA, INC.
1225 17TH STREET, SUITE 2100
DENVER, CO 80202-5534
15114 -00124-GAWC-09/10
TPA
BED DO
INSURERS AFFORDING COVERAGE
NAlC#
16535
40142
INSURED
CH2M HILL, INC,
4350 WEST CYPRESS STREET, SUITE 600
TAMPA, FL 33607-4155
INSURER A: Zurich American Insurance Co
INSURER B: American Zurich Insurance CO.
INSURER C'
INSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BElOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. I
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.
~~DD' TYPE OF INSURANCE POLICY NUMBER POUCYf'FFECTlVE POLICY EXP'IRA'TlON LIMITS
L lR INSR DATE(MM/llDIYYYY) OATE IMMIDOIYYYYI
X GENERAL LIABILITY EACH OCCURRENCE 1 500 000
X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 1,500,000
A GL03784726-05 05/01/2009 05/0112010 PR~MISESiEa OCCUrrerlce
,-- ~] CLAIMS MADE 0 OCCUR MED EXP (Any one person) $
'~ .--
2L $SOQ noo SIR PERSONAL & fJDV INJURY $ 1,500,000
- GENERAL AGGREGATE $ 5,000,000
GENERAL AGGREGATE LIMIT APPLIES PER PRODUCTS - ~OMP/OP AG 1$ 5,000,000
I POLICY n j:S: n LaC
X AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
:8:: $ 2,000,000
A ANY AUTO BAP8378516-14 05101/2009 05101/2010 (Eaaccldent)
- ALL OWNED AUTOS BODILY INJURY $
SCHEDULED AUTOS jParperson)
r- HIRED AUTOS
r- BODILY INJURY $
NON-DWNEDAUTOS (Pera<::ciclent)
I- PROPERTY DAMAGE
-. (Per accident) $
GARAGE L1ABILrrv I AUTO ONLY - EA ACCIDENT $
R ANY AUTO OTHER THAN fA ACC $
i AUTO ONLY: AGG $
EXCESS I UMBRELLA LIABILITY I EACH OCCURRENCE $
tJ OCCUR 0 CLAIMS MADE AGGREGATE $
"-"- $
~ DEDUCTIBLE $
RETENTION $
WORKERS COMPENSATION ANt) X I we STATU- 10TH-
EMPLOYERS" LIABILITY WC8378566-15 (ADS) 05/01/2009 05101/2010 $ 1,000,000
B ANY PROPRIETORlPARTNERlEXECUnVE Y I N WC8378565-14 (WI & MA) 05/01/2009 05/01/2010 .L. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? 0 $ 1,000,000
B WC3784761-04 (HI & 10) 05/01/2009 05101/2010 :::':.:,~~:;.EASE - EA EMPLOYE -----
A (Mandatory In NH) If yes. descrihe under L. DISEASE _ POLICY LIMIT $ 1,000,000
SPECIAL PROVISIONS below
OTHER
I
DESCRIPTION OF OPERATIONSlLOCATIONSNEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
RE: PROJECT - FIXED TERM UTILITIES ENGINEERING SERVICES, PM: BILL BEDDOW.
CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS THEIR INTEREST MAY APPEAR TO AUTOMOBILE LIABILITY AND AS PER THE
GENERAL LIABILITY BROAD FORM ENDORSEMENT, COVERAGE PROVIDED BY THE ABOVE GENERAL LIABILITY AND AUTO POLICIES SHALL BE
PRIMARY AND IS LIMITED TO THE LIABILITY RESULTING FROM THE NAMED INSURED'S OWNERSHIP AND/OR OPERATIONS. WORKERS'
COMPENSATION INCLUDES WAIVER OF SUBROGATION.
~..-.- ---- --~---_._-----
CERTIFICATE HOLDER
SEA-001361855-19
CANCELLATION
COLLIER COUNTY
3301 EAST TAMIAMI TRAIL
NAPLES, FL 34112
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAil
~OAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO Tl-lE LEFT,
BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY I<IND
UPON THE INSURER,
A~l~~~~ce~itl':.~ENTATTVE
Sharon A. Hammer
ITS
AGENTS OR REPRESENTATIVES.
-oY'~&V
ACORD 25 (2009/01)
@ 1998-2009 ACORD CORPORATION. All Rights Reserved
The ACORD name and logo are registered marks of ACORD
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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 constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon,
Acord 25 (2009/01)
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15114,Ooo06-PL2MM-09110
TPA
DE
.-
THIS CERTIFICATION IS ISSUED AS A MATTER DF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTlFlCA TE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
32653 INSURERS AFFORDING COVERAGE NAlC.
.----
INSURER A: Zurich American Insurance Company 16535
INSURER B:
.-_...._.-~. --
, INSURER C:
-----~--
INSURER D
--..- ~_.._- j
INSURER E:
--
U]
DATE (NMlDDIYYYY) !
10/09/2009
~""'7""1-
ACORiJ
_V
rOODUCER
MARSH USA, INC.
1225 17TH STREET, SUITE 2100
DENVER, CO 80202-5534
CERTIFICATE OF LIABILITY INSURANCE
INSURED
CH2M HILL, INC.
4350 WEST CYPRESS STREET, SUITE 600
TAMPA, FL 33607.4155
COVERAGES
T
----THE POLICIES OFlNSU"RANCE- -LISTED BELOW HAVE BEEN ISSUED TO"--THE INSURED NAMED ABOVE FOR THE POLICY PERIOD lNDICATE~1
NOl'MTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO 'MilCH 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 SHOVVN MAY. HAVE BEEN REDUCED BY PAID CLAIMS.
NS ADD' POUCY EFFECTM POUCY I!XPlItATlON LIMITS
LTR INSRi TYPE OF INSURANCE POUCY NUMBER OATE(MMIODtYYYYl OATI!(MMlDortYYY)
1 :OMMERC1AL GENERAL LIABILITY I ~~~~~NCE
~RE~ $
~~l~ES Ea occurrence --
:~ ' , CLAIMS MADE CJ OCCUR , MED EXP (Anyone person) $
-~._-_.---
PERSONAL & ADV INJURY $
----- -----~-~
GENERAL AGGREGATE $
GENERALAGGR:~ATE LIMIT ~~ES PER PRODUCTS. COMPK)P AG 1<
---, POLICY r- ~~8T LOG
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
- ANY AUTO (Eaaccident) $
= ALL O'M'lED AUTOS OOolLY INJURY $
- SCHEDULED AUTOS ~son)
HIRED AUTOS I
-- BODILY INJURY $
NON-O'NNED AUTOS (pef<lccidenl/
- ~'~
'--1.' I I PROPERTY DAMAGE $
-. (Peraccidenl)
I GARAGE LIABILITY I ~OONLY-EAACCIDENT $
R ANY AUTO .---
OTHER THAN EA ACC $ .-
AUTO ONLY: $
AGG
I EXCESS I UMBRELLA LIABILITY ~CH OCCUR~ENCE _. $
~ OCCUR 0 CLAIMS MADE AGGREGATE $
~ ~.- $
DEDUCTIBLE ~.-- .-
$
RETENTION $
WORKERS COMPENSATION AND , , ! 'M;STATU- IOJ~-
EMPLOYERS' UABllITY
I ANY PROPRIETOR!PARTNERlEXECUTIVE Y I N EL EACH ACCIDENT $
OFFICERlMEMBER EXCLUDED? - [L_ DlSEASE_. EA EMPLOYE $
~
~Manda~ in NH~ If tas, dasaibe under ~_L_ DISEASE - POLICY LIMIT $
PECIAL ROVl 10 S below I
OTHER I
A PROFESSIONAL LIABILITY' EOC3829621-07 05101/2009 05/0112010 $2,000,000 EACH ClAIM AND
TOTAl FOR ALL ClAIMS
. $500,000 DEDUCTIBLE
DESCRIPTION OF OPERATIONSlLOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENTfSPECIAL PROVISIONS
'FOR PROFESSIONAL LIABILITY COVERAGE, THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAIlABLE FOR ClAIMS PRESENTED WITHIN
THE POLICY PERIOD FOR ALL OPERATIONS OF THE INSURED. THE LIMIT WILL BE REDUCED BY PAYMENTS OF INDEMNITY ANO EXPENSE,
,
I
- - - ------ . -- I
CERTIFICATE HOLDER
,-- --~-
!
I_COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY FLORIDA PURCHASING DEPARTMENT,
PURCHASING BUILDING
3301 TAMIAMI
TRAIL EAST NAPLES, FL 34112
ACORD 25 (2009101) --~-
SEA~001504104-01
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POUCIES 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 IMPOSE NO OBLIGATION OR LIABIWTY OF ANY KIND
UPON THE INSURER,
Aa?iI!Bn"rn~eNTATIYr:
Sharon A. Hammer
ITS AGENTS
ell'!=-..
OR REPRESENTAT~Ea
.cN~e.c....>
@ 1998,2009 ACORD CORPORATION. All Rights Reserved
The ACORD name and logo are registered marks of ACORD
IOC
"
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 constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon,
Acord 25 (2009/01)
10C.11
MEMORANDUM
Date:
March 22, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Pelican Engineering Consultants, LLC
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1)
REQUEST FOR LEGAL SERVICES
In C ; ~~
.",'11 .,DAJE. .RECEIVM: '
i In;' F I"\~~- "-'.' lilt
ul./i,/\ 11':\TT(\D~/C'y
,-.,III,!L
?n:n '., 16 Y
,"., AN E ',6 ovJ'
cYt ~ 1\1'
~l\~~YV
~
-'\ () ~t;
, KV L
1j)Jq//U
ITEM NO,: I 0 ~ ?QC" D ISL~
FILE NO,:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
Date:
March 12, 2010
To:
Office of the County Attorney
Jeff Klatzkow
From:
Diana De Leon, Contract Technician
Purchasing Department
.
~~<f
pV ~
i ~"~)
-1-- \ 'vtC
~
This Contract was approved by the BCC on March 9, 2010, Agenda' 'v-^/I
Item 10,C ,.j-D' ,
) )! U
This item has not been previously submitted, J / r ,ffi
ACTION REQUESTED:
Contractor: Pelican Engineering Consultants, LLC
Re:
Contract: #09-5262 "County-Wide Engineering Services"
BACKGROUND OF REQUEST:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me, Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~~
'\ ,,0
~ \ 'V 'V'\:
RECEIVED
MAR 2 Z 2010
Huard of County CommiSSioners
MEMORANDUM
IOC
TO:
Ray Carter
Risk Management Department
FROM:
Diana De Leon, Contract Technician
Purchasing Department
_be (1.,,""----
DATE: March 12,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Pelican Engineering Consultants, LLC
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10,C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375,
DATE RECEIVED
MAR 1 5 2010
RISK tWMJtENT
mausen_9
IOC
~
t,
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Monday, March 15, 2010 11 :03 AM
DeLeonDiana
mausen _g
Contract 09-5262 "County-Wide Engineering Services"
I have approved the certificate of insurance provided by Pelican Engineering Consultants, LLC for contract 09-5262, The
contract will now be forwarded to the county attorney's office for their review,
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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 pubhc records request, do not send
electronic mail to this entity_ Instead, contact this office by telephone or in writing.
1
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Florida Limited Liability Company
PELICAN ENGINEERING CONSULTANTS, LLC
Filing Information
Document Number L05000057325
FEIIEIN Number 203020248
Date Filed 06/09/2005
State FL
Status ACTIVE
Effective Date 06/09/2005
Principal Address
1660 TRADE CENTER WAY
SUITE 1
NAPLES FL 34109 US
Changed 01115/2009
Mailing Address
1660 TRADE CENTER WAY
SUITE 1
NAPLES FL 34109 US
Changed 01/15/2009
Registered Agent Name & Address
MORRISON, DAVID N ESQ.
4933 TAM/AMI TRAIL NORTH
200
NAPLES FL 34103 US
Manager/Member Detail
Name & Address
Title MGR
LEPORE, THOMAS J
1660 TRADE CENTER WAY
NAPLES, FL 34109 US
Annual Reports
Report Year Filed Date
2007 06/1112007
2008 04/14/2008
2009 01115/2009
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01/15/2009 -- ANNUAL REPORT
04/14/2008 -- ANNUAL REPORT
06/11/2007 -- ANNUAL REPORT
iiw~ii1E1id
~""""'JI~~
"iilili!m~~r""""'1
:]!~~~m;!l!l!M~_
07/19/2006 -- ANNUAL REPORT '! 'ii!!i~i~~I--f~!i, i.1
,,;';:'1"S~~.~.....",;..j,.
06/09/2005 -- Florida Limited LiabilitYi! ,:,:iil_,jll!!II~_~ii :, I
Note: This is not official record. See documents if question or confiict.
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1/21/2010
RLS#_ \l)'~S~
~ CH~CKUST FOR REVI~WING CO~TRACTS 0 C
EntityName: '\ e..\ I (\(j A e.O~::t rer'{', ~ (1(\So\ta.rrts I
Entity name correct on contract? L Yes __No
Entity reglstered wJth FL See of State? V Yes No
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &lor Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability
General Aggregate Required $ '2 fY\; \ L
ProductslCompVOp Required $ (< 'I
Personal & Advert Required $ , I ~ I
Each Occurrence Required $.,~~.__~
FirelProp Damage Required $ _50 IL_
Automobile Liability J
Bodily Inj & Prop Required $ S,)O L
Workers Compensation
Each accident Required $~.ll
Disease Aggregate Required $ r< I I
Disease Each Emp] Required $ ~_~
Umbrella Liability
Each Occurrence Provided $ ~_ ,_,~
Aggregate Provided $___.____
Does Umbrella sufficiently cover any underinsured portion?
Professional Liability , \
Each Occurrence Required $.Jr0~
Per Aggregate Required $ ___.'J__.'..L.
Other Insurance
Each Occur Type:
ReqUIred $
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indenmitication meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond _~.
Does dollar amount match contract?
Agent registered in Florida?
~... t/~:: ..~~~ ,t!\~
es -XNo.(\ l'\no~
Yes No V
Exp, Date 3}~ \
Exp. Date ~~~~~~'
Exp. Date '" . ,
Exp. Date ~, , I
Exp. Date , r -=--= I ,
Provided $_14 m; \ \
Provided $ tI . I
Provided $ ~'\l.
Provided $ " .'
Provided $ ~2)[i-)---V:-
Provided $_\ '(1"\' \\
Provided $
Provided $
Provided $
Provided $ ~
Provided $
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: ~_~_________
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
Attachments
Are all required attachments included?
\m;\I
tt
It
"
Exp Date ._
Exp Date
Yes
Provided $
::>5
Yes
LYes
Yes
Yes
Yes
Yes
LYes
,I' Yes
='2)es
----J,L Y es
~
-~7
~YCS
Exp Date~~
Exp Date~1 Y I. ,
ExpDate ~
-~.__._~-
Exp Date __.__~~~
No
Exp' DateU~~ \3:'(Y"\\ \[J'
Exp, Date \ \' n"\'+
---
Exp Dale__
No
No
=b
No
No
No
No
No
No
No
No
No
No
- ~;~~ ,,,,,,,;3>> q 10
Date:
lac
Contract 09-5262
"County- Wide Engineering Services" - Electrical (EL)
THIS AGREEMENT is made and entered into this ~ day of _(Y\I...-d^ ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Pelican Engineering Consultants,
LLC, authorized to do business in the State of Florida, whose business address is 1660 Trade Center
Way, Suite 1, Naples, Florida 34109 (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" Electrical (EL)
1
IOC
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1,2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
IOC
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,
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
IOC
. 1
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 Thomas J. Lepore, P,E., 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
tOe
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
IOC
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 seNices 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
ldci
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
laC ~ t~
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
IOC
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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed, This Agreement may be renewed for an additional three
(3) years, renewable annually, Any such annual renewal shall be agreed to, in writing, by both
parties,
ARTICLE 5
COMPENSATION
5,1 Compensation and the 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 (w.hether 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
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, Purchasing Building
3301 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:
Pelican Engineering Consultants, LLC
1660 Trade Center Way, Suite 1
Naples, FL 34109
Phone: 239-597-7544; Fax: 239-597-6363
Attn: Thomas J, Lepore, 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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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, Cli;!rk
By: ~W. ~.
Fred Coyle, Chairman
(.ljU"
Pelican Engineering C,pnsultants, LLC
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By: /,~,.,...,. tI1~;;'--i/l
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Typed Name and Title
30
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
,20
(RFP/Bid 09-5262- Electrical (EL)
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive, Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed,
lac
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
C-1
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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
C-3
10C'~"
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
CA
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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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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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
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 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__'__.___.~._'_._" . ___..._"..._..._.,._.'.',_
l!ID[C
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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'; ,'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
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'j
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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Pelican Engineering Consultants, LLC
BY:
~/f~
f
MAtv'It&- e:r<.
2)U/2UJ[}
TITLE:
DATE:
D-1
~ ~
ACORD. CERTIFICATE OF LIABILITY INSURANCE OP ID ED I CATE (MMfDDfYYYY)
PELI-16 03/12110
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Oswa~d Trippe and Company, Inc HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P. O. Box 60139 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Ft. Myers FL 33906-6139
Phone: 239-433-4535 Fax:239-433-414B INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A aartt"ord C..ual ty InlilUranC!! Co 29424._
..
Pelican Engineering Consultant INSURER B National Casual tv 09345
LLC. -.- "."_.
Thomas J. LePore, P.E. INSURER c:
1660 Trade Center Way, Ste #1 INSURER D
Naples FL 34109
INSURER E
1
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NM'lED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVYITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT 'AIITH RESPECT TO Vv'HICH 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 SHO,^"" MAY HAVE BEEN REDUCED BY PAID CLAIMS.
DATE MMID~ - .-
LTR NSR lYPE OF INSURANCE POLICY NUMBER DATE MMJDDJYY'" LIMITS
~NERAl L1ABIlIlY EACH OCCURRENCE .2,000,000
A X X COMMERCIAL GENERAL LIABILITY 21SBAUF59B9 03/04/10 03/04/11 PREMISES 7E~~~~~ncel .300,000
I CLAIMS MADE [!] OCCUR MED EXP (Anyone person) .10,000
- PERSONAL & ADV INJURY .2,000,000
- GENERAL AGGREGATE .4,000,000
n'L AGG~T~~E LIMIT APnS PER PRODUCTS - COMPIOP AGG $4,000,000
POLICY j~T LOC
~TOMOBIL.E lIABIlIlY COMBINED SINGLE LIMIT $ 1 000 000
A ~- ANY AUTO 21UECAG9341 03/04/10 03/04/11 ~~~Id&nt) __~ ' " ____
~- ALL OVvNED AUTOS BODILY INJURY ,
SCHEDULED AUTOS (Per person) i$
f- [.
:-- HIRED AUTOS BODILY INJURY
NON-O,^""ED AUTOS (Per accident)
:--
f-- PROPERTY DAMAGE .
(Per accident)
RRAGE LIABILITY AUTO ONLY - EAACCIDENT . .--
ANY AUTO OTHER THAN EAACC .
.-
AUTO ONLY AGG .
OESSlUMBRELLA LIABILITY EACH OCCURRENCE .
OCCUR D CLAIMS MADE AGGREGATE .
.
R DEDUCTIBLE .
RETENTION . .
WORKERS COMPENSATION AND I TORY LIMITS I X\UER-
A EMPLOYERS' LIABILITY 21WECNV0795 03/04/10 03/04/11 .1 000,000
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.. EACH ACCIDENT
OFF1CERJMEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE .1,000,000
~P~~I~~sW:~V~~~NS balow EL DISEASE. POLICY LIMIT .1 000 000
OTHER
B Professional AROOO03136 03/01/09 03/01/11 Limit $2,000,000
Liabilitv Retention $2 500
DESCRIPTlON OF OPERATIONS I LOCATIONS / VEHICLES 1 EXCL.USIONS ADDED BY ENDORSEMENT' SPECIAL PROVISIONS
*Collier County Board of County Commissioners and the Board of County
Commissioners is named as an additional insured with respect to General
Liability only per the business Liability form SSOO080405. A Waiver of
Subrogation applies for General Liability & Workers Comp in favor of Collier
County Board of County Commissioners.
CERTIFICATE HOLDER
CANCELLATION
COL2BOO
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRA TlO
CATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ CAYS WRITTEN
NonCE TO THE CERTIFICATE HOLOER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHAll
IMPOSE NO OBUGATJON OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHO REPRESENT
@ACORDCORPORATION 1988
Col.l.ier County
Board of County Commissioners
3301 Tamiami Trail. E
Naples FL 34112
ACORD 25 (2001/08)
loc J
MEMORANDUM
Date:
March 22, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Liebl & Barrow Engineering, Inc.
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
REQUEST FOR LEGAL SERVICES
. __',D~JE,)rRrdQC .
.;C iI/in (' 47TnRr\JEY . \.--
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ITEM NO.: IDrp~-oIS?E
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
Date: March 10,2010
To: Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
Re:
~ ->t
/ K/d
\! \ ,r--
/=~~
FyY/'
This Contract was approved by the BCC on March 9, 2010, Agenda <.. ) , It;)
Item 10.C 'J rY
-Y1
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Liebl & Barrow Engineering, Inc.
BACKGROUND OF REQUEST:
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
RECEIVElJ
MAR 2 2 2010
C: Joanne Markiewicz, Purchasing
Board 01 CQunty Commissioners
') \1-:v\ \'0
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Florida Profit Corporation /
LIEBL & BARROW ENGINEERING, INC. V
Filing Information
Document Number P98000062541
FEI/EIN Number 650853786
Date Filed 07/13/199/8
State FL
Status ACTIVE
Last Event AMENDMENT AND NAME CHANGE
Event Date Filed 11/15/1999
Event Effective Date NONE
Principal Address
10970 SOUTH CLEVELAND AVE
SUITE 105
FORT MYERS FL 33907 US
Changed 02/15/2007
Mailing Address
10970 SOUTH CLEVELAND AVE
SUITE 105
FORT MYERS FL 33907 US
Changed 02/15/2007
Registered Agent Name & Address
BARROW, LAURA G
18136 HORSESHOE BAY CIRCLE
FORT MYERS FL 33912 US
(
Name Changed: 04/23/1999
Address Changed: 02/17/2002
Officer/Director Detail
Name & Address /
Title PTO
BARROW, RICHARD S
18136 HORSESHOE BAY CR
FT MYERS FL 33912
Title VPSD
LIEBL, BRAIN 0
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CAPE CORAL FL 33904
Annual Reports
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2008 02/15/2008
2009 03/02/2009
2010 01/21/2010
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02/15/2007 -- ANNUAL REPORT
02/07/2006 -- ANNUAL REPORT
01/20/2005 -- ANNUAL REPORT
01/19/2004 -- ANNUAL REPORT
01/16/2003 -- ANNUAL REPORT
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05/14/2001 -- ANNUAL REPORT
03/27/2000 -- ANNUAL REPORT
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11/15/1999 -- Amendment and Name Change
04/23/1999 ANNUAL REPORT
07/13/1998 -- Domestic Profit
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MEMORANDUM
lOC
q
TO:
FROM:
Ray Carter
Risk Management Department
{, IV"'/
Diana De Leon, Contract Technicia~\.
Purchasing Department
DATE:
March 10,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
Contractor: Liebl & Barrow Engineering, Inc.
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
DATE RECEIVED
MAR 1 12010
RISK tWr&NIIT
loc
mausen g
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Monday, March 15, 20103:12 PM
DeLeonDiana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
I have approved the certificate(s) of insurance provided by Liebl & Barrow Engineering, Inc. for contract 09-5262. The
contract will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
RLS # -W'--l~LC 'fi.L_~
CHECKUST FOR REVIEWING CONTRACTS
ElttityName:_l ~ebe \ ~2-nrrnl.A..J~'ne.er('~ I -.~ ,
Enti~~co~ctoncon~ct) Ihes ~ ~c
Entity registered with FL See of State? _ ~=Yes _ _No
Iusurauce / J Ju
Insurance Certificale attached? 1Yes No ~l W'
Insured registered in Florida? __~Yes - 1.(0 __.)(\t~
Contract # &lor Project referenced on Certificate? Yes.. NofU'
Certificate Holder name correct (BCC)? ~es -___No
Commercial General Liability
G,~", AM"". R""",, $ 2m' \, 'm''''H~~:; l~ ,,' 0"" ~ ..., 1",.1 \ D
Products/CampI/Op Required $_. I' . I Provided $_ . \ _ Exp. Date ~ .
Personal & Advert Required $-----J-L~.' Provided $ . \ I Exp. Date __" . ---'- .
Each Occurrence Required $ " , I Provided $ "2 l1'\. Exp. Date ~_L .
FirelProp Damage Required $ ~ V Provided $ :3~ 'i-Exp. Date ~~ .
Automobile Liability ~
Bodily Inj & Prop Required $~ \L.. Provided $_ 0 Exp Date _!"1I1(A lit)
Workers Compensation . \ .-~t
Each accident Required $ \ rt\. \ .._ Provided $ . fi Exp Date ~D
Disease Aggregate Required $ ~.~___~ Provided $ ~L~ Exp Date __~~-----.!_._'
Disease Each Erupt Required $ , ' Provided $ , t " Exp Date ~--'-_ '
Umbrella Liability
Each Occurrence Provided $___.____
Aggregate Provided $_ .__
Does Umbrella sufficiently cover any underinsured portion?
Professional Liability
Each Occurrence Required $ -k~
Per Aggregate Required $_,-,---,--,--
Other Insurance
Each Occur Type:___
Provided $ _J.m;~
Provided $ 2. rn; \ 1.
Exp Date ___
Exp Date_
Yes No
Exp. Date ., 1'2....\ II \)
Exp. Date ~ ,
Required $
Provided $_
Exp Date __
County required to be named as additional insured?
County named as additional insured?
_~s
es
No
No
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
V<s
Yes
No
-~/No
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond
Does dollar amount match contract?
Agent registered in Florida?
Yes
No
Yes
Yes
No
No
Signature Blocks
Correct executor name In SIgnature block? ./ Yes No
Correct ode of executor? ~es No
Executor authOrIzed to SIgn for entIty? es No
Proper number of wItnesses/notary? Yes No
^ """',,,",," ,,,' ~w"illW "'" ""=,,,,- . __ _ _ _ ~ __ _
ChaIrman's SIgnature block? _ s ___No
Clerk's attestatIOn SIgnature block? __Yes _ __No
County Attorney's SIgnature block? _Yes No
Attachments
Are all required attachments included?
~
No
Reviewer Initials:
Date:
04-COA-O I 030/22
IOC
Contract 09-5262
"County- Wide Engineering Services" - Structural (ST)
THIS AGREEMENT is made and entered into this ljt1. day of mar<-h ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Liebl & Barrow Engineering, Inc.,
authorized to do business in the State of Florida, whose business address is 10970 South Cleveland
Avenue, Suite 105, Fort Myers, Florida 33907 (hereinafter referred to as the "CONSULT ANT").
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. Structural (ST)
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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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
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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.
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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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 Richard S. Barrow, P.E., 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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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 (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
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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.
7
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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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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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. 1
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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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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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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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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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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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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.
15
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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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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, Purchasing Building
3301 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:
Liebl & Barrow Engineering, Inc.
10970 South Cleveland Avenue, Suite 105
Fort Myers, FL 33919
Phone: 239-936-7557; Fax: 239-936-6817
Attn: Richard S. Barrow, 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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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 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.
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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,
D\I"ight E. Brock,;/Glerk
.'
~W.C+
B~ . . c ..~
Dat~: YVlllorl\'i\ f)"}V()lllfl
nll.lt~
it..... ~; ~
By:
Fred Coyle, Chairman
Assistlll,t County Attorney
7u'f~
~<=-;:R C......
'&.i\R,~~rey Collins, CADD Specialist
Typed Name and Title
f} .,~
~f .'
Witness
Lourdes F. Jones, Office Manager
Typed Name and Title
Liebl & Barrow E~eering, Inc.
By:-1f / ;J M91/
Richard S. Barrow, P.E., President
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
,20
(RFP/Bid 09-5262- Structural (ST)
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel CateQorv
Standard Hourlv Rate
Designer
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
lac
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
C-1
10 C !<f,j
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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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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
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
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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
IOC
'0.1
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 CH4
(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
IOC 'q
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Liebl & Barrow 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
Liebl & Barrow Engineering, Inc.
BY:
il ~ 6uurv
Richard S. Barrow, P.E.
President
TITLE:
DATE:
3(COJio
0-1
From: ELlZABETH CANNON At: OLIN HILL & ASSOC INC FaxIO: To: LULU
o.te: 31412010 02:47 PM Page: 20f3
ACORD. CERTIFICATE OF LIABILITY INSURANCE OP ID ::;r DATE'~NYYY~ J
LIEBL-1 03/04/10
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER Of INI'ORMATION
ONLY AND CONFERS NO RMlHTS UPON THE CER11F1CATE
Olin Hill ~ Associates Inc. HOLDER. TIIS CERTFlCATE DOES NOT MEND. EXTEND OR
2804 Del Prado Blvd. 1107 AI. TER THE COVERAGE AfFORDED BY THE POlICIES BELOW.
Cape Coral FL 33'04
Phone: 239-945-1900 lI'ax:239-945-3163 INSURERS AFFORllING COVERAGE NAIC #
INSURED INSl,RERA Hartford Insurance Co. 00914
--~--_. ----.--.-
INSURER B
Liebl & Barrow Engineering INSURER C
Inc:. ____. .._~----- ---.-..-..
10970 S Cleveland Ave , 105 INSURER 0
Fort Hyers II'L 33907 -----~.- _..'''~ --------~ . ..-- .
INSlJRER E
c
COVERAGES
THE POllCIES OF INSl~ llSTED BELOW HAVE BEEN IS9JED TO THE INSLRED NPMEO ABOVE Fffi TI-E POliCY PERIOD I~CATED NOTWITHSTNVING
ANY REQUIREMENT. TERM 00. CClIIOrTlON ~ 1W1 CONTRACT OR OTHER DOCWENT WITH RESPECT TO 'M-tICH THIS CERTIFICATE MAY BE ISSCED OR
Mo\Y PERTAIN. Tl-E 1NSl.RN>lCEN"FORaODBY THE PCt.ICIES DESCR1BEDI-EREIN ISSJ.8.,ECT TO AlL TIlE TERMS. EXCLUSIONSJ\NO CONJITIONS OF SLO-l
POLICIES. J'l3GREGATE LIMITS SI--fOVvN MAY HAVE BEEN REDJCED BY PAID CLAIMS
E[~ 1'tPE OF INSURANCE POLICY M.JMBER DATE jIMOOIYY) DATE 1....ooNYt LOlm
~l.IA8IJTV EACH OC~NCE .2000000
A X .x_ CCiNNERCIAL GENERAL LII>BIL ITV 21SBALU9453 07/16/09 07/16/10 PREMISES (Ea OCCl.M"en.c:!!_. ~~_OOOOO__
f-- :.:J ClAJMS """ [JC] OCCW NED EXP (Any one person) . 10000
f- PERSOI'W.. & mv IN..R..RY .2000000
-~-~_._--_.'-'--'- ..-
f- GENERJIL AGGREGATE .4000000
til~ AG~n L:~_APr~ ~R , ~~~.~.~~~~~~ 04000000
X POlICY ..EeT LOC
AUTOMOIlI..E UA8IJlY CCWfl~D SINGlE LIMIT
----. .1000000
AAY AUTO (Eaacodenl)
f--
f- ALL ~D AUTOS BODIL Y INJURY
.
SCHEDULED AUTOS (per person)
- --,,_....._,.._._._-~-~._-
A X HIRED AUTOS 21SBALU9453 07/16/09 07/16/10 BODILY INJURY
~ IPeraccictert) .
NON-O'M>JED AJJTOS
--_.~-~--~--_._--~. -- -~-
f- ~~_... .. PROPERTY DAMAGE .
lPerllcCloontl
GARAGE ..-.rrv AUTO 0fII. Y - EAACCIDENT .
R '''' AUTO On-ER THAN EAACC .
AUTO ON.. Y -- ._~~- ~._ _...m..._......._.
AC,{; .
EXCESSIlJM8REUA UABlUTY ~ACH OCUJRRENCf .
~ oeem D CLAIMS MAIJE ..... ----_..-
AGGRfGATE I
.
. ~ - - n_ __.____ --- - _n__._" .-
~ ~EDUCTIf:lLE .
RETENTION . .
WORKERS COMPENSATION AND ITOR\l~~~~ I IUJk-
EMPLOYERS'LWJlUTY --
Jl.-NY PRCPRIETOR/PARn-ERlEXEQJTIVE U EACH ACCIDENT .
OFfla::R/MEMBER EXClLOED? E.L DISEASE - EA EMPLOYEE .
Ifyes,descnoo\.l'lder E.L DISEASE. POLICY LIMIT
SPECIAL PROVISIONS below I
OTHER
DESCRlP1lON OF OPERAlIONS f LOCAllONS fVEf.KLeS I exctUSfONS AOOED BY ENDORSBIENT I SPECIAL PROVtSIOHS
COLLIER COUIfl'Y BOARD 011' COIlN'l'Y ~SSIONJ:RS IS ADOI'l'IONAL INSUIlED AS
RESPEC'l'S 1'HE NAHJ:D INSUREDS OPERA'1'IONS PElt CON'rRAC'l'
CERTIFICATE HOLDER
CANCELLATION
COLLI02
SHOULD Nf'( OF THE ABOVE DESCRIBED POlICES BE CANCELLED BEFORE TIE EXPRA noN
DATE THEREOF. THEISSUIrfGIN8URERWI..l.EtC:lEI.\lORTOMM. 30 DAVSWRITTBII
NOTICE TO lHE CERl1FICATE HOLDER NAMED TO TIE LEFT. BUT FAl..URE TO DO SO SHALL
IMPOSE NO OElUGATlON OR l.WlI.ffY OF >>ft KIND.....ON lIE INSlJRBl rrs AGENTS OR
RePRESBfTAl1'IIeB..
Collier county Board of county
C~.s.sioDers
3301 E. T~aai Trail
Naples II'L 34112
o ACORD CORPORATION 1988
ACORD 25 (20011081
lOG
ACORD," CERTIFICATE OF LIABILITY INSURANCE I DATE (MMfDDIYYYY)
3/01/2010
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ISU Suncoast Insurance Assoc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
P.O. Box 22668 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Tampa, FL 33622-2668
813289.5200 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Travelers Casualty and Surety C 19038
Liebl & Barrow Engineering, Inc. INSURER B: Beazley Insurance Company. Inc. 37540
I 10970 S Cleveland Ave 1 INSURER c:
Suite 105 ,
I INSURER 0
I Fort Myers, FL 33907 I INSURER E:
Client#. 6183
L1EBBAR3
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
LTR NSR TYPE OF INSURANCE POLICY NUMBER PoOl-+~~~~~68~lE Pg~fJ ,ir':'~C'~N L.IMITS
~NERAL. LlABIL.ITY EACH OCCURRENCE .
pMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED .
- CLAIMS MADE D OCCUR
- MED EXP (Anyone person) .
PERSONAL & ADV INJURY .
GENERAL AGGREGATE .
~'~ AGG~EnEILlMIT APnS PER: PRODUCTS COMP/O? AGG .
POLICY f~8i LOC
~TOMOBILE LlABIUTY COMBINED SINGLE LIMIT .
ANY AUTO (Eaaccidenl)
-
- ALL OWNED AUTOS BODILY INJURY
$
SCHEDULED AUTOS (Per person)
-
- HIRED AUTOS BODILY INJURY
(Per accident) .
- NON-OWNED AUTOS
- PROPERTY DAMAGE .
(Per accident)
~~GE LIABILITY AUTO ONLY - EA ACCIDENT .
ANY AUTO , OTHER THAN EAACC .
,
AUTO ONLY AGG $
~~SSIUMBRELLA L.IABILlTY EACH OCCURRENCE ,
. OCCUR 0 CLAIMS MADE AGGREGATE .
.
==i ~EDUCTIBLE .
RETENTION . .
A WORKERS COMPENSATION AND UB5797Y33908 04117/09 04117/10 X I T~~VS;r~J.~~ I IOJ~-
EMPLOYERS' LIABILITY .1,000,000
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L EACH ACCIDENT
,
OFFICER/MEMBER EXCLUDED? , E.L. DISEASE - EA EMPLOYEE .1,000,000
II yes. describe under I E.L. DISEASE - POLICY UMIT .1,000,000
SPECIAL PROVISIONS below
B OTHER Professional V15UOP09PNPA 07/21/09 107/21/10 $1,000,000 per claim
Liability $2,000,000 annl aggr.
i I
DESCRIPTION OF OPERATIONS I L.OCATIONS IVEHICL.ES I EXCLUSIONS ADDED BY ENDORSEMENT J SPECIAL PROVISIONS
Professional Liability is written on a claims made and reported basis.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier County DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ......3D- DAYS WRITTEN
Administrative Services Division NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
3301 Tamiami Trail East IMPOSE NO OBLlGA nON OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR
Bldg.G REPRESENTATIVES.
Naples, FL 34112 A~EDREPR~TIVE
."", QJ.....a -
ACORD 25 (2001/08) 1 of 2
#S238534/M238532
BJM
<iJ ACORD CORPORATION 1988
IOC
IMPORTANT
If the certificate holder is an ADDITIONAL INSUREO, 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 WAIVEO, subject to the terms and conditions of the policy. certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-5 (2001108)
2 of2
#S238534/M238532
llmiC ,i>
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: David Plummer
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
lorC' f14
ITEM NO.:
DATE RECEIVED:
! ji-.
ROUTED TO:
lb IO-Pr<C;DI5\'
.;,
) ~ .
. y
! ;.';: I:,,", C)f> D
., _...': ~Jd ~
~(~O I -r ~
fA I~~/ ~
J IO/'
'C)'2- t fS" L L-
\ {)"
J)\A...I 31 \5 \ 0 ,-]V
.!ltfll
~ Ij
pA
(, ) I b) tv
7\
FILE NO.:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 10, 2010
To:
Office of the County Attorney
Jeff Klatzkow
From:
Diana De Leon, Contract Technician
Purchasing Department
.'v
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: David Plummer
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
Entity Name:
\0 '?\'2.C..06\'
CHECKLI~R REVIEWING CONTRACTS . _ .. .. .
Da.\lir1 \"\\Xr\~r ~ Q <;So(;('cvk.s .-l-f\({t)LC
.
..~;;:.
----V" os
RLS #
Entity name correct on contTact?
Entity registered with FL Sec. of State"
No
No
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &/or Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability
General Aggregate Required $ 2..(\'\\ \ \
Products/CompVOp Required $ '2. M. \ \
Personal & Advert Required $ '2.. ('t'\. \ \
Each Occurrence Required $_ '2.. 't'I\. \ \
Fire/Prop Damage Required $ 5D Ol)t)
Autamobile Liability .
Bodily Inj & Prop Required $ $tlO~ Provided $ \ M.lL Exp Date <6 ~\ 10
Workers Compensation
Each accident Required $ \fD>,.rr-C> Provided $ , ,IXO,Of:l:) Exp Date.Q.} \ h b
Disease Aggregate Required $ --,-"--'.'_'-_ Provided $1 Dill ,:-bD Exp Date ~~
Disease Each Empl Required $ .. I' Provided $ \' r:t:P ~") Exp Date_~
. ,
Umbrella Liability
Each Occurrence Provided $3 .....'L ExPDate~~ r.e\ t'~~;:"C~
Aggregate Provided $-----'_,_._ Exp Date _ ~'-__
Does Umbrella sufficiently cover any underinsured portion? ~Yes _~_No
Professianal Liability . A 1-.... I.
Each Occurrence Required $ \ t'i\,\ \ Provided $ I,OCO,COO Exp. Date ~O
Per Aggregate Required $_ l M t \ \ Provided $ \. ooq.ooO Exp. Date is /-77 , ir-.
Other Insurance ~
Each Occur Type:
_6es
__.'L_Ycs
'/Yes
~es
No
No
No
No
Provided $ 2....\\ Exp. Date ~ \ \\ ~\t:>
Provided $ 2.... 'l"'\llL Exp. Date _ . . .
Provided $ \ "'^~ \ \ Exp. Date I"
Provided $ \.~ w-a\\ Exp. Date ,..
Provided $_~ \ \l: Exp. Date ~.~
Required $ __._ ~
Provided $___
Exp Date ___
Performance Bond
Bond requirement referenced in contract?
Ifattached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
.--X- Ves ~ No
*Yes No
~es No
Yes ~o
Yes No
Yes No
Yes ~ No
_~Ves - No
---.\L. Y es No
--1LYes No
----J,L'f'es No
County required to be named as additional insmed?
County named as additional insured?
Indemnification
Does inderrmification meet County standards?
Is County indemnifying other party?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: _
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
--.-r.;--- ~-_._-
-L_Yes No
7Yes ~No
VYes -No
Attachments
Are all required attachments included?
_Lves
No I'?<":~
RevIewer Imtlals: ~_~ ~
D", ___ \ '0
04..(,OA-0 I 030/2
MEMORANDUM
toe ~~I
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
Contractor: David Plummer
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
~-,-,_., -__'__.__"_'_'_"~__,~"_",,U"...._.
MEMORANDUM
l~):'C II
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1,2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
.A:Javid Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'I
Tindale-Oliver
TLC
URS Corp
Vanus
WilsonMiller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
Itl)C q II
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10. 2010 3:29 PM
DeLeonDiana
mausen_g
Contracls for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consui- Tech
. CPH
. David Plummer ............-.
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. URs Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLs/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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.
M.,.______.............___._ _
www.sunbiz.org - Department of State
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Florida Profit Corporation
DAVID PLUMMER & ASSOCIATES. INC.
Filing Information
Document Number 567705
FEI/EIN Number 591810619
Date Filed 03/27/1978
State FL
Status ACTIVE
Last Event AMENDED AND RESTATED ARTICLES
Event Date Filed 07/16/2007
Event Effective Date NONE
Principal Address
1750 PONCE DE LEON BLVD.
CORAL GABLES FL 33134 US
Changed 02/01/1996
Mailing Address
1750 PONCE DE LEON BLVD.
CORAL GABLES FL 33134 US
Changed 02/01/1996
Registered Agent Name & Address
PLUMMER, DAVID S
1750 PONCE DE LEON BLVD.
CORAL GABLES FL 33134 US
Name Changed: 01/17/2002
Address Changed: 02/0111996
Officer/Director Detail
Name & Address
Title CD
PLUMMER. DAVID S
1750 PONCE DE LEON BLVD.
CORAL GABLES FL 33134 US
Title STD
PLUMMER. KATHLEEN R
1750 PONCE DE LEON BLVD.
CORAL GABLES FL 33134 US
http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL& ing_ doc _number=567705&ing... 3/12/2010
www.sunbiz.org - Department of State
Title PD
PLUMMER, TIMOTHY J
1750 PONCE DE LEON BLVD.
CORAL GABLES FL 33134 US
TitleVD
GILLIS, MARK J j
1750 PONCE DE LEON BLVD.
CORAL GABLES FL 33134 US
Annual Reports
Report Year Filed Date
2008 02/25/2008
2009 02/18/2009
2010 02/05/2010
Document Images
02/05/2010 -- ANNUAL REPORT
02/18/2009.- ANNUAL REPORT
02/25/2008 -- ANNUAL REPOfU
07/16/2007 -- Amended and Restated Articles
01/03/2007 -- ANNUAL REPORT
01/05/2006 -- ANNUAL REPORT
06/13/2005 -- ANNUAL REPORT
03/25/2004 -- ANNUAL REPorn
01/22/2003 -- ANNUAL REPORT
01/17/2002 -- ANNUAL REPORT
02/13/2001 -- ANNUAL REPORT
08/25/2000 Amendment
01/26/2000 -- ANNUAL REPORT
02/19/1999 -- ANNUAL REPORT
01/29/1998 -- ANNUAL REPORT
01/27/1997 -- ANNUAL REPORT
02/01/1996 -- ANNUAL REPORT
01/30/1995 -- ANNUAL REPORT
Page 2 01'2
IOC
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I ! 1"lne I "(ll',l )ct :s I [)'(,I:ild,l, ::,(<;r,I,,"; : ["lill!'JI ";';,rVirO\";. I FOllil'-, ; I"ell) !
(,l;l;yrqli(;WcI i'IIVdCyl'o!iCif:"
C.,i)'y'ri(;hti:,' 2UO/ ::;Llte Df f';Yi',I;j, :),'Pil't,''''lt n( 9iltC
http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq__ doc __ number=567705&inq... 3/12/20 I 0
---"--""--"---;--~---,-~~,-,~
10:1:"1
Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation Planning (CI-TRPL), Civil-
Transportation Traffic (CI- Traf)
THIS AGREEMENT is made and entered into this<q (.A-. day of yv,\~~--... , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and David Plummer & Associates, Inc.,
authorized to do business in the State of Florida, whose business address is 1750 Ponce De Leon
Boulevard, Coral Gables, Florida 33134 (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. Civil-Transportation Planning (CI-TRPL)
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2. Civil-Transportation Traffic (CI-Traf)
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 contract shall be rnade in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
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1.2.1 All Services must be authorized in writing by OWNER in the forrn 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 Mark J. Gillis 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 rnanage the services to be provided and performed by the CONSULTANT under the
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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 irnmediately 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 frorn 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 ernergency 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 tirne the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The arnount 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 expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
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, perforrned 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 rernedies 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 rnanner 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 c1airn OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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 perforrned 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 staternents shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
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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
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 perforrnance 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.
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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.
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 estirnated 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.
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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.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be rnade 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
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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
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
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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 rernedies 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:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deduGtibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after
the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully perforrnable 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:
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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 firrn. 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.
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1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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 Agreernent, 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
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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.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreernent 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
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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.
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
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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.
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 sorne 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
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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 frorn 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, Purchasing Building
3301 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:
David Plummer & Associates, Inc.
2271 McGregor Boulevard, Suite 200
Ft. Myers, FL 33901
Phone: 239-332-2617; Fax: 239-332-2645
Attn: Mark J. Gillis
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 III 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 cornpensation 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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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 rnediation 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:
Dwighf E. Bro<;k, Clerk
B~,".
Date:~19
a__,.. .... .....~'
UtIlftn' ~. ~ Inw. .
Ap d as to form and
Ie al sufficiency:
..?-&
Assistant County Attorney
~)7
Witn~s~~---
stephen Leung. Vice President
Typed Name and Title
~S.W"',,jl
Witnes 'Ul
stephanie Wriqht. Adm. Assistant
Typed Name and Title
30
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By: AJ._ w. C~
Fred Coyle, Chairman ...
s, Inc.
/"
Mar ,t:' Gillis
Spn; vi rp Prp~i npnt
Typed Name and Title
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated ,20 (RFP/Bid 09-5262- Civil-Transportation
Planning (CI-TRPL), Civil-Transportation Traffic (CI-Traf))
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 methodes): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
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:
Date
Department Director, Department Name
APPROVED BY:
Date
Division Administrator, Division
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
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Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
$180
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a 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 requirernents 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 minimurn 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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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 Agreernent 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
cornpanies 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 cornpletion 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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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) Maritirne 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 Cornpleted Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsernent wording. "This endorsement
modifies insurance provided under the following: Comrnercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away frorn 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) Autornobile 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 rnay 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. CONSUL TANT 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 c1airn 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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(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, David Plummer & Associates, 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
David Plummer & Associates, Inc.
BY~%
'/ '
TITLE: s~p1'or Vice President
DATE: February 24, 2010
D-1
02/22/2010 02:10
3054444985
DAVID PLUMMERANDASSO
PAGE 04
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~ . -.~
ACORDN CERTIFICATE OF LIABILITY INSURANCE .... '" rMlODIYYYY)
2/2 /2010
f'RODUCER (954) 640-6225 FAX, (954) 640-6226 THIS CeRTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RICHTS UPON THE CERTIFICATE
Mack Group, Inc. HOLDER. THIS CERTIFICATE DOE8 NOT AMENDE EXTIlND OR
1211 S ~li~ Tr$il ALTER THE COVERAGE AFFORDED BY THE POLICI 8 BeLOw.
Suit. 100
DQer.t'.iald Baac:.h FL 33442 INSURERS AFFORD/NG COVeRAGe NAIC.
INluRED IN6URERA:Brit't....Q:f1.eld Etl'IIt"!olove:rG 10701
David P1UIIUDer & Associates, Inc. , DBA' Davi.cl INSURER B:
ItGURER c:
1750 Pone. De Laon Blvd.. It-ISURER 0:
Coral Gables FL 33134 INSuRER E:
TttE POUCIES OF INSURANCE LISTED BELOW HAVE BE:EN ISSUED TO THe INSUFum NAMEP AeiOVe FO~ THIiii POLICY PERIOD INorCATED. NOT"'MTI1S'fANCING AN',
ReQU'~EMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHI!!A DOCUMENT WITH AI!$PeiCT TO WHICI1 THIS CERTIFICATE MAY BE ISSUED OR MA.Y PERTAIN,
THE INSUFV..NCE AFFORDED ElY THEe :~IUCIE6 DESCRIBED HEREIN IS ~UBJliCT TO All. THe: TI:RMS, EXCLUSIONS AND CONDITIONS OF' SUCH POI.ICIES,
INSR ADD" TYPI! OP' IIIISUI't,ANCE POLICY NU.-&R P9lfiY~.:o~ P~W,~N UMITS
~N"'''AL LlASILJTV I,.-c ,
DAMAG15 TO RENTEO
I- ::fMif-RClAl GS:tIll:R,A.L UA,1!!I11,.Il"Y ,
I- CLAIMS t.lAOI!! D OCCUR. I"~EXP'.- one .., ,
PERSONAL & 4[]V IN,lI IIi'V ,
1_. E ,
M'~:~~nE; "'P1ES Fef;: I OCOnI"U 'CTS. COIJJPIOP A"''''- $
~TOMOBlL.e LIA8IUTY COMBlI'ED SiNGlE UMIT ,
f-- ANY AUTO (EssccllS&llI)
- ALl OWIIE:O AIftOS eODl1. y INJl-ffi"
(PWP'lr800) ,
- $CHIi!OlJl.e~AlIT08
- ~lRE:O AUTOS EiODIL v INJURY ,
- NON-Q\lllNECl AUTOS (P<<ooc1dent)
- PROPERTY OAMA.Ge ,
(F'9/" acdQli/Ill)
~".E L.....IlT AUTO ONLY c EA ACCIDEHT ,
ANY AUTO OTHER THAN '''00 ,
AUTDONLV, .~~ I.
EJlcti.51SlUNBRl.LLA UA.UTV R"-' .
~--OCCUR D CL.AlMS M~OE M"'GR.EGATE I
R pE.OUCTlaLE . ,
.
A WORKE.RS I;:OMPENlIAlION AND ~.I\T.lJ<>1 IOJ,tl-
I!MPLOYS:It,8' LIAIilIUTY
ANY PROPFtlETOFl./PA.RTNEI'lIEXECUTI....,. E,l. EACH .4.CCtDGN'T , 1,000,000
OffICERIMEMBe~ eX:CLUDED? 7U94 85-479 ~/1/2009 5/1/2010 E.L DISEAS'" . 1,000.000
ItYIIII,I:lIil/llCl1Wunder
B1II!I..D.k.t. W.,ive&' gf! liIuhro 1;, ........~...~ - POUCY UMIT $ 1 000 000
OTHER
DUCfiapnON D~ OPI;R,ATlONSlLOCATlONSNI!HICLI!III!XCLUSlONS"DDED BY &HDOIItSI!"NT/:IPI!.ClAL PROVIlION8
Arah~~~t 5 CDgine.~iD. Ceft8U1~adt. .~~ '~uj.g~: Ceft~raot 'O~-5262 "County .~d4 Eqg~nee~1nq Serv1oa."
10 day. DQt.~C. of oanaallat1on fer nQn-p.yman~
Ce~TI~ICATE HOLDER
CANCELLATION
Co~1ier County Government
Adm~n~.tr.t~V$ B~rv~oes Oivi5~on
3301 Tam~~i Tra~~ S..t
Naples, rL 34112
SHOULD ANY OF TH~ AI!OYF! t1EaCRIEIED ItOl.ICI!S I!!I~ CANCli.LLI:D IlliFORIE THE!
EXPIRATION DATI!! THEREOf, THi: ISSUING ''''$UReK WILL ENDEAVOll TO MAIL
~ DAT. WRITTIiH NOTICE TO THE CERnFICATI! HOLDm NA.MED lQ THi LiFT, BUT
'AlLUIIU!: 1'1) DO tKJ li-HALL 1...01;1 NO O8LIOAlION OR UA8ILlTV OF ANY taND UPON TH!
INIlMEIt ITS A.OENTIJ OR RiiPllU!II!NTAT1VES.
AUTHORIlI!I) IlI!Plt,UaI"rA,T1YE
Jay Ma.ck/FLORA
~--~-
@)ACORD CORPORA 110N 1988
----
ACORD Z5 (2001108)
nUl::ft'lr 'n.....' r"."
I'''.....m''
02/22/2010 02:10
3054444985
DAVID PLUMMERANDASSO
QAT!: (IIWIDDIVYYY}
eRll
CERTIFICATE OF LIABILITY INSURANCE
OP 10 AH.
DAVI.D-7 02 22
THI ERTIFI ATE IS ISSUED'" A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE cE,mFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
10
DU R
_TON D. WEINER./AMPAC
CORAL GABLES
362 MINORCA AVENUI:
COR1lL GABLES FL 33134
Phone,305-444-2324 ~~:305-444-4980
I"*URED
INSURERS AFFORDING COVERAGE
NAtC,
The Phoenix l:n.suranca Co.
o~vid P1u=mer & ~.ociat..
W_dv Carr
1750- p~~ de L<>o" Blvd
Cor~ blee vt 33134
COVERAGES
INSURER A:.
INSUR!;R B;
INSURfi:ft c:
INSURER 0:
INSURER E:
THE POUOES OF INSURANCE USTED 8~O\/V HAVE. 8eI!!!;N ISSueD TO THe: INSURED NAMEOA8OVE FOR TI-lE POlICY PERIOD INDICATED. tlJT'MTH&TANDING
ANV REQUlREtJEHT, TERM OR CONrJTlON OF AN'( CONTRACT OR OTHI!R DOCUMENT VwTTIoI RESPECT TO WHICIol THIS CERTIACATE UAY IlIIO I$SUfO,O OR
MAV ~1i~TAlN, iI-4i. IN$UAAlCli: AF~oetl BY THE POUCI!:S oeSCR:IBG(:) HEASIN IS SUBJECT TO ALl. THE TEA-MS, liXCI.IJSIO.NS ANO CONtllTION5 OF 5UCH
j:lQLICIES. AGGRIO.GATI. LIUITS SHOIJVN MAY HAVE BEEN REDUCeD BY PAID CLAIMS. ~
LT.l~ TYPE OJ' IHeuRA~ Il'qucv Nl,IMBER, U"TS
~NEru.l LJ-.blUTY EACH ooeUR.~~NOEi: $1,000,000
A X ..!. =r.,.ERCiAL GENERAL UABlUTI 6608577N356 08/11/09 OB/11/10 PREMISES a/!ltlC:Ul'8ntl8l .100.000
_ CLAIMS MADE [!J OCCUR MED E/l;P (Any OIl8 p&nloo) .5 000
X P"llIlary PERSONAL & ADIIINJURY 51,000,000
X ContraotuaJ. Liab. GENERAl AGGREGATE .2 000.000
~'~AOO~E~:P; AWn~R: PRODUCTS - COMP/op /Jl3G .2 000 000
POLICY lOG
~UTOMOBILE UABIUTY COMBINED SINGLE UMIT '1,000,000
A X E A~Y AUTO BA8S96N39909GRP 08/11/09 08/11/10 (EBaooIdtrrtl)
- ALl. OWtoEQ AU't'OG BODll,Y INJiJRV
(Per person) .
- GCHEDlAEO AUTOS
E HIREO AUTOS IiIOOll. y INJU~Y
(PfJtbteidl!lnl) .
,E NON-OWNED AlJ'tO$
'- PROPERTY DAMAGE .
(p_OJ<:C:ldlJlJt)
~RAQ' """'lY AUTOONI.Y -e,A.ACCIDI:NT .
ANVAJ.JTO OTHER THAN EA Ace .
AUTO ONI..Y: A"" .
~~SSJ UMBRIiL.LA LIABIUTY EACH OCCUFll:Plii::NCe '3 000 000
A X X OCCUR D CLAIMS MADE CUP3283T284 09/11/09 09/11/10 AOOREI3ATE ..3 000 000
.
8 ~ECUCTt~ .
X REl'ENTION no 000 .
=:~~OVMI' UABIUTV VlN I TORY L.IMlTli I I UJ~-
ANY PROPRIETOFt/PAATNGRlEXI;CUTIVO E.L EACH ACCIDENT .
OfFICERJMEM~R EXClUDE[)'/
(Ab,nHtary.. NH) E.L OIS~ - ~ ~pL..Oya; .
~~~~=t(S1wI1t:M' !iLL ClS~~ - POL..lCY LIMIT .
OTHER
i
DliSCRIPTlQN OF OPliMTTONSI LOCATlON8/VI!!Hlct..I!!S / EX,CUJ$lONS >\ClOED IJY ENIXlRliIIIiMINT J BPICIAl fl'MVISION&
Contraot *09-5262 "Coun1:y Wi.dA :&!ngineer:inq SerY'i.c811. Col1.:i$r county named 5.S
Addi tionaJ. :Insur8d..
CERTIFICATE HOl-De:R
Col1.:ier Coune~ GOvernment
Adm.1.n.:ietraUV1ili Se~09S
Oi.vision
3301 E Tamiam1 ~rai~
Nap1"1I FL 34112
CANCELLAll0N
'IiOULII "NT Of' THIi AIIOVE DIaat.Iln!D PQUOlU SE <f,ANl;:liU.iD iIoiFORf TN!! !!XI"IM.noN
CATi THilUiOF. 1MIISSUING INSUREI\ ViLL ENDEAVOR TO PMll ~ DAYS WRIT'fEt4
NOllCE TO THICMTII'ICAIIE HOLolli'~ MMEO TO THE LEFT, ItUTPALURETO DO &0 &HALL
IMPOli NO 08lJGATION OR UAQlU"tY Of" ANY KIND UI"ON THI!! INSUItI!!R.ITS AG.ENT'$ OR
FtEPRESiNTAT1VU.
....utHORlZED RUliNTAnvl!
ACORD 25 (2009101)
Cl R
Th., ACO~D n.m. .nd logo am registered mlilrk,e; of .ACORD
02/22/2010 02:10
3054444985
DAVID PLUMMERANDASSO
lOGe 02
,
o
-e.-Rlf CERTIFICATE OF LIABILITY INSURANCE r DAn: (MMtOCfYYYY)
OP 10 N<
DAVW-7 02/:;>2/10
~DUClER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
_'1'011/ D. WIlINER/AMPAC ONL V AND CONFERS NO RIGHTS UPON THE CERTIFICATE
COIlAt. GAB1.Il S HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
362 HINORCA AVJ:NtlII: ALTER THe COVERAQE AFFOFl;DED BY THE POLICIES BELOW.
CORAL G10BLlES n. 33134
Phone: 305-444-2324 Fax: 305-444-4980 INSURERS AFFORDING COVERAGE NAJC .
INSUN!D INSURER k. IIndu~ llzaariaa,n' SP'!OLlIJ:t;y
INSU~m II;
David P1UIDID.Br .& AAsoc.:i..1:.&. INSURER 0:
1750 ~er de u.~n Blvd INS~ER D:
Cora1 "$ n. 313
INSLR!;RE:
COVERAOES
T~ /!IOUCl&$ o~ IN6~~ IJ$TIO.D i1~QW HA~ illi.li.N 1$6UEiig TO THE; IH6URED NAMED AeOVE FOR THE POUCY PERIOD INDICATED. NOTWITHSTANDtNG
ANY REQUIREMENT, TERM OR CONOITtON OF ANY CQt.lTftACT OR OTHtm ClOOUMENT WITH RESPECT TO WHICH TH5 CERTIF1CATi MAY BE ISSUED OR
MAY ~I'fTAlN. 'I'H~ INSl.JtANOe AFPOR:~ flY "rHI; I'"OI.ICIES t1~CRlElE:t:I HEREIN 15 SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF' suelol
POLICIES. AGGREGATE UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLA.1MS.
LTIl NO. T't'PIE OF lN8UAANCE I"OUCY NUMIIEA DAT~~ . LIMIT9
~iRAL lLUlUTY EACH OCOORRENCE .
- :5MEIIDIAL tJEfoERAl UABIUTY PREWIS5S r;. OQ!;:I,QnClr;ll .
- a..AlMS MADe 0 OCCUR MEn EXP (Anv l:In. ~l .
PERSOHAl &Abv INJURY ,
GliiNIORAlAGGREGATE "'
~~ AOO~nE ~lIMIT An PER~ PROOUCTS - OO""PlOP NJG ,
F'OLICY ~~ LOC.
~TOUOBlLl LMSlUTT COMBINED SINGl~ lIl.1IT ,
ANY AUTO ~lIl1cciOen1)
-
- AlL OWNI:!D AUTOS eoou.y IrtluRY
(Pflfptll'tlOn) ,
- SCfEOIJLEO AUTOS
- HI~lOc.aJJT()8 BODILY INJURY
,
- NON.oWNED AUTOS {~..r4l!X:I~11Q
PROPERTY DAMAGE;: ,
(Pw9CCldent)
~G.U"ILITY AUTO ON!. Y - eA ACCIDENT .
ANY Al/I'O CT~R THAN EA ACe .
AUTO ONLY: AGO ,
~ESs I UMIiRliUA lJABlUTY EACH OCCURR~ .
OCCUR 0 ClAIMS MADE AOORElJATE ,
,
~ OEOOCTIBLE ,
RETENTION . ! ,
WORfUiRlJ C I TORY LIMITS I
AND EMPL.OYiRlJ' UAIfl..fTY Y IN oR
ANY PROPRJET~ARTNER1EXECunvD E.L. IiACH ACCtO~NT ,
OFFICERlMEMBER EXCLl.ll:'EC7
, (""ndatl:lfY In Ntf) E.L. DISEASE. -!;,A EM~hOYE.E $
~~~:.~~~~ ba~ E.L 0tSEA.:$E!. . POI.IOY LIMIT .
0"'''
A PROFESSIONAL L:tAB PPl.10001777000 10/22/09 10/22/10 PER CLAIM 1,000,000
AGGREGATE 1 000 000
DESCRIPTION 0# OPlIll:ATlONtf LOCOATIONII YliHIQ.~' IlXCllISlON$ADOEO DY ENDORIIiMIlfNT I SPI!!e1AL flIt.OVIIION!:
Cont.ract.# 09-5262.Couney W~da E~g1ne.rinq S.r1aam.
CERTIFICATE HOLO~R
Co11ier COWlty Qovt!llrnm.ent
Adminiatrac~V8 S.rvicee
Di.vieion
3301 E T~~ Tra11
N"p~.." no 34112
CANCEU..ATlON
SHOULn ~fN OF THE ABOVE oescNRD POC-IQU IIi IWANCELLED BEFOM. Tl-iE EX~RATION
DAre TlfiRiOF, THE ISSUING 1fr48UI'UiiR WILL ENDIlAVOR TO MAlt.. ~ DAn WRlTrf!N
NOTICIi TO TU CIIR:T1I1JeATE HOI.DIiR NAMI!D TO TilE L.EfT, BUT FAlLUJU; TO DO 80 SHAlL.
IMPOSt! NO OBUGAnON OR LlAillUTYOP ANY 1ONl) UPON TIiE IN9URI!R, ITS AGIINTS 011:
R~RB8I!NTATlVf!8.
"'UTllORlZ~ PflUI!NTATtYE
ACOfW 21 (2009IQ1 J
Ii> OR
Thfl ACORD name .nd logo are "'Uilllw",d m.rka of ACOM.o
IOC '_
.
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Aim Engineering
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1)
FILE NO.:
'iI,DATE ~E!Q.,~J
.. !.i!~NE'<f1 C I D <.,R ~-r .'.f1,
I I, p' I" ,- r .' )/ ~ '7, .v1
.... i'j ," JO '-/p-t [Iv ,r-o
[L
~ \ v-'
,0 'V11 /)
~Jll )
ITEM NO.:
ROUTED TO:
\O-~~~-OISl)
"'n "l
~:; J
DO NOT WRITE ABOVE THIS LINE
Date:
March 10, 2010
REQUEST FOR LEGAL SERVICES
D\As <3\ \'0 \ 10
5Q, ~
To:
Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Aim Engineering
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
RLS #-Jb~~L:o 10.2..
CHECKLIST FOR REVmWING CONTRACTS 11
-;:: . ~~ 'tSor~i~,T0C 10 C
-~ ---~~
Entity Name:
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &/or Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability .
General Aggregate Required $ 21C"\.\ \
Products/CompVOp Required $_,"---'-'_
Personal & Advert Required $ ~,~~_
Each Occurrence Required $~. . , .
Fire/Prop Damage Required $~n ""' _
Autamobile Liability
Bodily Inj & Prop Required ~ 'L.
Workers Compensation
Each accident Required $lmJ.L._
Disease Aggregate Required $~_~I_
Disease Each Empl Required $-,,-----"--,
Umbrella Liability
Each Occurrence Provided $ -5tni.\l Exp Date ~ , 10
Aggregate Provided $ -----.t-L- __1.----1-. Exp Date __~_-----!_,
Does Umbrella sufficiently cover any underinsured portion? ._~es ___No
Prafessianal Liability .
Each Occurrence Required $ \rn\\\ Provided$"2tf'\~\l Exp.Date ~
Per Aggregate Required $_-'-"-.--"-'.... Provided $ \ tlO ""-__ Exp. Date _~_I I
Other Insurance
Each Occur Type:___
Entity name correct on contract"
Entity registered with FL Sec. of State?
ReqUIred $
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
/Yes
=~..% e:
]lYes
Provided $ ~i \ ,
Provided $? V\\ \ \
Provided $ \ t"'\ \1
Provided $" I I
Provided $ -?::iY>v.:..
Provided $ -.ld\ : \ ~
Provided $~.l
Provided $ -M___~__~_
Provided $ ~,,__ . I
No
No
No
No
Exp. Date _~IO
Exp. Date -----.!~______L_'
Exp. Date ~~
Expo Date. "I , ~
Exp. Date , # "
ExpDate ...~\ID
Exp Date .."'2'l.t.\..to
Exp Date ____
Exp Date ______
Provided $ Exp Date
~@~-
~s
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond ~__~____~_..
Does dollar amount match contract?
Agent registered in Florida?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: ~-t Sb
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
Attachments
Are al1 required attachments included?
~
0es
_-LYes
Yes
= J.l}-
Yes
No
Yes
Yes
No
No
No
- --=..~. ~::-~~~~
~es No
~
No ~
Reviewer lmllals: o. \ \
I),:" \7.-
04-COA-O i 030/2"-
1'0
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Florida Profit Corporation
AIM ENGINEERING & SURVEYING, INC.
Filing Information
Document Number L80948
FEI/EIN Number 650197775
Date Filed 06/18/1990
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 10/05/2009
Event Effective Date NONE
Principal Address
5300 LEE BOULEVARD
BOX 1235
LEHIGH ACRES FL 33971 US
Changed 04/23/1993
Mailing Address
P.O. BOX 1235
LEHIGH ACRES FL 33971 US
Changed 03/20/2009
Registered Agent Name & Address
HULL. JERRON K
5300 LEE BOULEVARD
LEHIGH ACRES FL 33971 US
Name Changed: 04/02/2001
Address Changed: 04/26/1995
Officer/Director Detail
Name & Address
Title P
HULL, JAMES D
5300 LEE BLVD
LEHIGH ACRES FL
Title T
WILSON, JENA
5300 LEE BOULEVARD
http://www.sunbiz.org/scripts/cordet.exe?action= D ETFlL&inq_ doc _ number= L80948&inq... 3/12/20 10
-_._----_.__.--"~~~"..+."._.,...._-
www.sunbiz.org- Department of State
LEHIGH ACRES FL 33971
Title V
HULL, JADON
5300 LEE BLVD
LEHIGH ACRES FL 33971
Title VS
HULL, JERRON K
5300 LEE BLVD
LEHIGH ACRES FL
Title V
POTTER, ROBERT L
5300 LEE BLVD
LEHIGH ACRES FL 33971 US
Title V
CHIN. FRANCIS R
5300 LEE BLVD
LEHIGH ACRES FL 33971 US
Annual Reports
Report Year Filed Date
2008 04/21/2008
2009 03/20/2009
2010 02/03/2010
Document Images
02/03/2010 -- ANNUAL REPORT
10/05/2009 -- Amendment
04/0112009 -- Amendment
03/20/2009 -- ANNUAL REPORT
04/21/2008 -- ANNUAL REf'ORT
01/12/2007 -- ANNUAL REPORT
05/12/2006 Amendment
05/02/2006 -- ANNUAL REPORT
03/17/2005 -- ANNUAL REPORT
03/05/2004.- ANNUAL REPORT
02/17/2003 -- ANNUAL REPORT
04/17/2002 -- ANNUAL REPORT
04/02/2001 -- ANNUAL REPORT
04/18/2000 -- ANNUAL REPORT
04/26/1999 -- ANNUAL REPORT
OS/20/1998 -- ANNUAL REPORT
03/11/1997 -- ANNUAL REPORT
04/16/1996 -- ANNUAL REPORT
04/26/1995.- ANNUAL REPORT
1 rfC21fl
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I Ilnrn" I <>.V,liKt I.h ! i)UII.JI1lf..'I1' SC(JIT.iK" I !..FilirVI ~:i'I-\ji("s I IOII]le_ H,.Colu I
ClJPvr iqilt dnd Pli-;i:;CV
C'li!yriqi'll 2UOI State of I iori'..ld, Dep;;;rl'111,ntA Stene
hltp:/ /www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&in~ doc _ number= L80948&inq... 3/12/2010
lOC.1
I HEREBY CERTIFY that the foregoing Written Resolution of the
Board of Directors of AIM Engineering & Surveying, Inc., dated
April 23, 2009 is a true and correct copy.
::~'1fu~r~j
L- .
(Notary)
Printed Name: Laurie Bendola
My Commission Expires:
8/13/2011
Seal:
;\;)(i,,:','Y);"
<
IOC
WRITTEN RESOLUTION
OF THE BOARD OF DIRECTORS
OF AIM ENGINEERING & SURVEYING, INC.
The undersigned, being the sole director of AIM Engineering & Surveying, Inc., hereby
takes the following actions in lieu of a meeting, pursuant to the authority of the Florida
General Corporation Act:
RESOLVED that James D. Hull is hereby authorized and empowered to enter
into on behalf of the Corporation and contracts he deems necessary and proper to
carry out the business of the Corporation. He is further authorized to execute
other such documents as are necessary to secure such contracts in the name and
on the behalf of the Corporation.
RESOLVED that Jerron K. Hull is hereby authorized and empowered to enter
into on behalf of the Corporation and contracts he deems necessary and proper to
carry out the business of the Corporation. He is further authorized to execute
other such documents as are necessary to secure such contracts in the name and
on the behalf of the Corporation.
RESOLVED that Jena Wilson is hereby authorized and empowered to enter into
on behalf of the Corporation and contracts she deems necessary and proper to
carry out the business of the Corporation. She is further authorized to execute
other such documents as are necessary to secure such contracts in the name and
on the behalf of the Corporation.
RESOLVED that Jadon D. Hull is hereby authorized and empowered to enter into
On behalf of the Corporation and contracts he deems necessary and proper to
carry out the business of the Corporation. He is further authorized to execute
other such documents as are necessary to secure such contracts in the name and
on the behalf of the Corporation.
RESOLVED that Robert L. Potter is hereby authorized and empowered to enter
into on behalf of the Corporation and contracts he deems necessary and proper to
carry out the business of the Corporation. He is further authorized to execute
other such documents as are necessary to secure such contracts in the name and
on the behalf of the Corporation.
RESOLVED that Francis Chin is hereby authorized and empowered to enter into
On behalf of the Corporation and contracts he deems necessary and proper to
carry out the business of the Corporation. He is further authorized to execute
other such documents as are necessary to secure such contracts in the name and
on the behalf of the Corporation.
IOC 11
RESOLVED that Tracy Levy is hereby authorized and empowered to enter into
on behalf of the Corporation and contracts she deems necessary and proper to
carry out the business of the Corporation. She is further authorized to execute
other such documents as are necessary to secure such contracts in the name and
on the behalf of the Corporation.
RESOLVED that Michael R. Adams is hereby authorized and empowered to enter
into on behalf of the Corporation and contracts he deems necessary and proper to
carry out the business of the Corporation. He is further authorized to execute
other such documents as are necessary to secure such contracts in the name and
on the behalf of the Corporation.
RESOLVED that Thomas 0. Deer is hereby authorized and empowered to enter
into on behalf of the Corporation and contracts he deems necessary and proper to
carry out the business of the Corporation. He is further authorized to execute
other such documents as are necessary to secure such contracts in the name and
on the behalf of the Corporation.
RESOLVED that Jack Ruskai is hereby authorized and empowered to enter into
on behalf of the Corporation and contracts he deems necessary and proper to carry
out the business of the Corporation. He is further authorized to execute other
such documents as are necessary to secure such contracts in the name and on the
behalf of the Corporation.
RESOLVED that Bernard Lee Flynn, Ill, is hereby authorized and empowered to
enter into on behalf of the Corporation and contracts he deems necessary and
proper to carry out the business of the Corporation. He is further authorized to
execute other such documents as are necessary to secure such contracts in the
name and on the behalf of the Corporation.
RESOLVED FURTIffiR, that the sole Director of the Corporation be, and hereby
is, authorized to execute this written action, and that upon such execution, this
written action be and as of that time, it hereby be approved and adopted as the
act and deed of the Board of Directors of this Corporation.
Dated: Avril 23. 2009
(l~~L-
/ames D. Hull, DIrector
10 C 'I
RESOLVED FUR1HER, that the following officers are duly qualified and acting
Officers of the Corporation:
Name
James D. Hull
Jena Wilson
Jerron K. Hull
Jadon D. Hull
Tracy A. Levy
Michael R. Adams
Francis R. Chin
Robert 1. Potter
Thomas O. Deer
Jack Ruskai
Bernard Lee Flynn, III
Signature
Officer
President
Treasurer
Vice-President / Secretary
p~
.(j,~
Vice-President
Vice-President
Vice-President
Vice-President
Vice-President
Vice-President
,
Vice-President
Vice-President
RESOLVED FURTHER, that the sole Director of the Corporation be, and hereby is,
authorized to execute this written action, and that upon such execution, this written action be and
as of that time it hereby is approved and adopted as the act and ,deed of the Board of Directors of
this Corporation.
Dated: April 23, 2009
l.:\PROJECTS\A.~_lWlUT'TENR!SOLUT1ON.dDc
MEMORANDUM
10C~1
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
Contractor: Aim Engineering
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
MEMORANDUM
IOC 'I
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1,2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
IAIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'I
Tindale-Oliver
TLC
URS Corp
Vanus
Wilson Miller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
10 C41
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday. March 10, 2010 3:29 PM
DeLeonDiana
mausen_g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM~
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul-Tech
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. URS Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
10C~'
Contract 09-5262
"County- Wide Engineering Services" - Civil-General (CI-GEN), Civil-Transportation Planning
(CI-TRPL), Civil-Transportation Roads (CI-Roads), Civil-Transportation CEI (CI-CEI), Civil-
Transportation Sub-Surface Utility Engineering (CI-SUE), and Civil-Transportation Survey (CI-
Survey)
THIS AGREEMENT is made and entered into this ~ day of yv\ ClJ\.r:J--. ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and 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 "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 terrn 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
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1. Civil-General (CI-GEN)
2. Civil-Transportation Planning (CI-TRPL)
3. Civil-Transportation Roads (CI-Roads)
4. Civil-Transportation CEI (CI-CEI)
5. Civil-Transportation Sub-Surface Utility Engineering (CI-SUE)
6. and Civil-Transportation Survey (CI-Survey)
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
2
lOCl1
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise arnended 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 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 lirnited 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.
3
lOC\tI1
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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 Adams, P.E., 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
4
lOG '11
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.
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
5
10 C til
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
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
deterrnination 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
6
lOCl1
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implernented, 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.
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
7
10CH~~
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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 comrnence 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:
8
loc~1
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
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
9
lOG41
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
governrnent 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 cornmence, 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
10
1 0 C'I
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
11
lOG ;1
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
cornpletion of contract. Any untimely submission of invoices beyond the specified deadline period is
subject to non-payment under the legal doctrine of "laches" as untirnely 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 lurnp 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 Reirnbursable 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
12
10 G11
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.
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 tirne 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
13
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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.
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.
14
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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
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
15
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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.
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.
16
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9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessrnents 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 Agreernent.
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.
17
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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
18
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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
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
19
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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.
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
20
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codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreernent 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 rnaterial default.
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 retain age 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 rnust mitigate all such costs to the greatest extent
reasonably possible.
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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.
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 rernedy 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 terrninate 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
22
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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.
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 tirne 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
23
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costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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, Purchasing Building
3301 Tamiami Trail East
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Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
AIM Engineering & Surveying, Inc.
5300 Lee Boulevard
Lehigh Acres, FL 33971
Phone: 800-226-4569; Fax: 239-332-8734
AUn: Michael Adams, 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.
25
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
17.8 This Agreernent 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
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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
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.
27
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19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
28
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10 C 11
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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, CIEfrk.
By:
~...
Da~: .~.. .. .v
aU11l ... .a...' . ,
.tfINtllf't 0111'" .'
By: ,.~ w. ~~
Fred Coyle, Chairman .
A~ed as to form and
le~allSufficiency'
Do"7
AIM Engineering & Surveying, Inc.
J. .~"'.
/' J/\ ,,~. - , ! I ../:.. '--"~ ':
By: . ,~;' Ilj ((1 .- jf'-,) i ,'" /
~ .' / ,i ,_./ / ,/
i/ L./
TrA<:Y/t,LC//Y t/J{'L /'/?CYlt){:/lf7
Typed Name and Title
A~',..;t;
"t:. ,,'&-11//'1-<--
IrU,;',l.-L&1.--'-"
Witness
JCI!NNE II1EN,E.i~ It/l/~ 'N IISST
Typed Name and Title
~JL~y, ..' ~~__
ne s n
Ar.l(rc tV-0{J__ fk.f /if,)
Typed Name and Title
30
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Civil-General (CI-GEN),
Civil-Transportation Planning (CI-TRPL), Civil-Transportation Roads (CI-Roads), Civil-Transportation CEI (CI-CEI),
Civil-Transportation Sub-Surface Utility Engineering (CI-SUE), and Civil-Transportation Survey (CI-Survey))
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 methodes): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
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, Departmenl 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
1 0 G'~I
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel CateQorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Desi9ner
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other cate90ries of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
lOC II
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
CONSULTANTS 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
C-1
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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
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 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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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
lO C :41
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. 'This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
loe il
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 c '~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
10c11
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 c~1
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 CONSULTANTS professional liability policy. If no credit is available from
CONSULTANTS 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 CONSULTANTS self-insured retention and the risk of
uninsured or underinsured consultants.
C-9
10 C '.1
(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
IOC 'I
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
AIM Engineering & Surveying, Inc.
j !.
A; 1),)\ I' i /~i 1;- j Ii /"
/ fI.." )../1:. . I I '/[/;)
'''' ;,,RA - '/ ;1-. LtoiJ
TITLE: l/iL f" PRESI IJ&NT
BY:
DATE:
.2 -_2.~). -.2010
0-1
Clienl#: 63849
AIMEN
lOC
J
~
ACORD,"
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDIYYYY)
2/18/2010
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
Gulfshore Insurance, Inc.
4100 Goodlette Road North
Naples, FL 34103 -3303
239 261-3646
Aim Engineering & Surveying, Inc.
JRI Engineering, Inc.
Aim Construction Contracting, LLC
5300 Lee Blvd, Lehigh Acres FL 33971
INSURERS AFFORDING COVERAGE
INSURER A Amerisure Insvrance Company
INSURERS
INSURER C
INSURER D
INSURERE
NAIC#
INSURED
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
'~TSRR ~~~ TYPE OF INSURANCE POLICY NUMBER PJlALi~~~~~~8lv~\E Pg~fJ I~X~~6;~~N LIMITS
A ~NERAL LIABILITY GL2053525000000 04/25109 04/25/10 EACH OCCURRENCE $1 000000
DAMAGE TO RENTED
X COMMERCIAL GENERAL LIABILITY p $300 000
I CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $10000
- PERSONAL & ADV INJURY $1 000 000
- GENERAL AGGREGATE $2 000 000
~'~ AGG~ErilE LIMIT APFlS PER PRODUCTS - COMP/OP AGG $2 000 000
POLICY X jr8-i LOC
A ~TOMOBILE LIABILITY CA205352300 04/25/09 04/25/10 COMBINED SINGLE LIMIT
X ANY AUTO (Eaaccidenl) $1,000,000
~
ALL OWNED AUTOS BODILY INJURY
- (Per person) $
X SCHEDULED AUTOS
HIRED AUTOS BODILY INJURY
-t (Peraccidenl) ,
~ NON-OWNED AUTOS
- PROPERTY DAMAGE ,
(Peraccidenl)
~RAGE LOABILOTY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EAACC $
AUTO ONLY: AGG $
A ~~SS{UMBRELLA LIABiliTY CU205352600 04/25/09 04/25/10 EACH OCCURRENCE $5 000 000
X OCCUR 0 CLAIMS MADE AGGREGATE $5 000 000
$
;1 ~EDUCTlBLE ,
X RETENTION $0 $
A WORKERS COMPENSATION AND WC205528700 07/01/09 07/01/10 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
If yes, describe under ,1,000,000
SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT
OTHER
DESCRIPTION OF OPERATIONS {LOCATIONS {VEHICLES {EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Project: #09-5262 "County Wide Engineering Services"
Certificate Holder is Named as Additional Insured on a primary non contributory basis 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. "'30 days cancellation notice, except 10 days for non-payment.
CERTIFICATE HOLDER
CANCELLATION
10 Da s for Non-Pa ment
Collier County Government
Attn: Purchasing Building
3301 E. Tamiami Trail
Naples, FL 34112
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ----3.G.- DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
ACORD 25 (2001/08) 1 of 2
#S405377/M362631
ERL
@ ACORD CORPORATION 1988
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
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 fisted thereon.
ACORD 25-5 (2001/08)
2 012
#S405377/M362631
10 C {~I
Aim Engineering & Surveying, rnc
Policy #GL2053525000000
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CONTRACTOR'S BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LlABIUTY COVERAGE FORM
All of the terms, provisions, exclusions, and limitations of the coverage form apply except as specifically stated
below.
SECTION II - WHO IS AN INSURED is amended to Include as an Insured any person or organization, called 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 agreemant
relating to your business; or
2. Who is namad as an additional insured under this policy on a certlficate of insurance.
However, the written contract, agreement or certlficate of Insurance must require additional Insured status for a time
period during the term of this policy and be executed prior to the "bodily Injury", "property damage", "personal InJUry" ,
Dr "advBrtislng Injury" gMng 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 addltionel'insureds, we will provide additional insured status es specified In this endorsement.
3. If the additional insured is:
(a) An IndMdual, thair spouse is also an additional Insured.
(b) A partnarship or Joint vBll!ure, members, partners, and thair 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 vBll!ure or limited liability company, executive offlcers and
directors of the organization are also additional insureds. Stockholders are also addilionallnsureds, 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 orgenizatiDn 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 shall extend to "your work" for that additional insured.
Premises, as respects this provision, shall include oommon or public areas about such premises If so required
In the written contract Dr agreement.
Ongoing operations, as respects this provision, does not apply to "bodily injury" or "property damage" occurring
after:
(1) All work including materials, parts or equipment furnished in connection with such work on the proi!lCl
(other then service, maintenance or repairs) to be performed by or on behalf of the addilionallnsured(s) at
the site of the covered operations has been oompleted; or
Includes copyrighted material of Insurance Services Office, Inc., with Its permission.
Copyright Insurance Services Office, Inc., 2003
Page 1 012
CG 70 48 03 04
IDe 11
(2) That portion of "your wort<" 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 laast of those specified In the written
contract or agreement, or in the certificate of Insurance or in the DeclaraUons 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 appUcable to the additional insured
under this policy 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 additional insured status provided by this endorsement does not extend beyond the expiration or
lerminalioo of a premises lease or rental agreement nor bByond 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 tenns 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 eddlllonallnsured
status be provided by the use ofCG 20 10 11 85, then the terms of that endorsement, which are shown below,
are incorporated inlo this endorsement as respects such add~lonallnsured, 10 the exlent 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 LIABIUTY COVERAGE PART.
SCHEDULE
Name of Person or Organization: Blanket Where Required by Written Contract,
Agreement, or Certificate of Insurance lhat the terms of CG 20 10 11 85 apply
(If no entry appears above, inf01ll1ation 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 10 liability arising out of ''your
work' for that insured by or for you.
Copyright, insurance Services Office, Inc., 1984
CG20101185
The insurance provided 10 theadd"rtional insured does not appiy to 'bodily injury", 'property damage', 'personal
inJury", or 'advertlsing injury" arising out of an archllecl's, engineer's, or surveyor's rendering of or failure to render
any professional services including but not Iimiled to:
1. The preparing, epproving, or falling to prepare or approve maps, drawings, opinions, reports, surveys, change
orders, design specifications; and
2. Supervisory, inspection, or engineering servioes,
Any coverage provided in this endorsement is excess over any other valid and collecllble 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 contributlon from such other insurance available to the additional Insured.
Includes copyrighled material of Insurance Services Office, Inc.. with its permission.
Copyright Insurance Services Office, Inc. 2003
CG 70480304
Page2of2
~
CORD'
CERTIFICATE OF LIABILITY INSURANCE
OP 10 SC
AIME-Ol 02 18
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER_ THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAOE AFFORDED BY THE POLICIES BELOW.
PRODUCIiiR
Private Client InsurancQ
9736 Commerce Center Court
Fort Myers FL 33908
Phone:239-481-1949 Fax:239-481-2911
INSURERS AFFORDING COVERAGE
INSURED
Evanston In$u~~noe Co.
NAIC#
35378
AIM Engineering & Surveying,
Inc
5306 Lee Blvd.
L<>high Acres FL 33971
IN SURER A~
INSURER B:
INSURER C;
INSURER 0:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED.NAMEDASOVE FOR. THE. POLICY PERIOD INDICATED NOTWITHSTANDING !
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTAACT OR OTHER DOCUMENT W1TH RESPECT TO WHICH THIS CERTIFICATE. MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICiES OESCRrBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
~ ~ TY~ OF INSURANCE PQUCY HUM.fiR 1c...~L~,~=~1 ~~lfTM~b~~ LIWf$
~NERAL LIABILITY I::ACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY I PREMISEs (~~'~~~rJl;eJ, $
I CLAIMS MADE D OCCUR MED EXP (My ane person) i $
- peRSONAL & NJV INJURY i $
- GENERAL AGGREGATE $
~'L ACGREGATe: LIMIT APPUES PER pRODUCTS ~ COMPIOP AGG $
.nPRD- n.
POLICY JEeT lOC
~TOMOBILE LIABILITY COMBINED SINGLE: UMIT $
ANY AUTO (caaccidlilfll)
-
- ALL OWNEO AlJTOS BODILY INJURY ,
(P&;p&rf,On) ,
- SCHEDULED AUTOS
- H1RED AUTOS eODIL.Y INJURY
(P'efaoctdent) .
- NON-oWNEO AUTOS ----
- pROPERTY DAMAGE ; $
. (P<< ao:;ident]
GARAGE L.IABILITY AUTO ONLY - EAACCIDENT: ,
R ANY AUTO OTHER TI-lAN EAACG .
AUTO ONLY AGG $
pESS J UMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR n ClAJMS MADE AGGREGA. TE $
$
R DEDUCTIBLE i .
RETENTION $ i $
WQRK&RS COMPENSATION ITORyOll~ITS I IUE~'
AN)) EMPLOYERS. L1ABIL.ITY L_
Yi" i E.L EACH ACCIDENT
AN'( PROPRIETORJPARTNERlEXECUTTI $
OFfICER!MEMBER EXCLUDED? E.L. DISEASE - EA EMPlOYEE
(M~ndalaryln NH) $
If yes, .de5cribe L1llOOr E.1... DISEASE - POLICY LIMIT
SPECIAL PROVISIONS bolow $
OTHER
A professional li:&0 KEB17573 07/01/09 07/01/10 Par Claim 2,000,000
SIR 100 000
DESC"IP110N OF OPl!lItA1'ION& I LOCATIONS IVEHICLSSI BCt.USIONS ADDI!D BY l!NOO"SI!!MI!!NT J SPI!CIAL PftOVISIONS
Project Contract #09-5262 County ~ide Engineering Services
CERTIFICATE HOLDER
Collier County AdR~istrativ.
Servioes Division Purchasing
3301 T~~ami Trail East
ales FL 34112
ACORD 25 (2009/01)
CANCELLATION
SHOULD AHY OF THE ABOVE D!!SCrtlBIO POLIC.., 81i CANCILLiD IIIFOIllR THE Pl"IRA11O
COL7419 DATETHEftIiOF. THI! IMUINGINZiURER'MLL ENDEAVOR TO MAIL: ~ DAYSWRlTTEN
NOTICE TO THE CEFmf"ICATI!! HOl.DER NAMED TO THE LEFT. SU"p; FAILURE TO DO so SHALL
,
IIIIPQS& NO OJll..IQATION Oft LfAl!llL1TY OF ANY KIND UPON TliE INSURJi~ ITS AGefolTS OR
,
R&PRQINTATlVD.
AU BD IQiPMi8&NTATlVE
CORPORATION. All rights reserved.
lOC
.,
4
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Consul-Tech
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Cornmissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1)
lOC '_.
DATE RECEIVED:
ITEM NO.:
FILE NO.:
ROUTED TO:
10 - P~C-- 0 \~B
~l
b~ 311'6\ 10 D{l\v'1
CLoY- .-t'
~ ~~~vt ~
V L J"O
\) (L,G '{ '(I.
.' 0 \\
- ~~))i
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 10, 2010
To:
Office of the County Attorney
Jeff Klatzkow
From:
Diana De Leon, Contract Technician
Purchasing Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Consul-Tech
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
in,
J,' :r" I I
I I Pf-:' I")
"r. <7
- u
RLS # J.D..:.~2B
CHECKLIST FOR REVIEWING CONTRACTS IDe
ElltityName: Cof'\SQL--' e.c.....ht:nkc_p'('~1 I rC
Entity name correct on contract? .. ~ No
Entity registered with FL See of State? Z Yes No
Insurance /
Insurance Certificate attached? ~...Jf es No
Tnsuredregistered in Florida? V.Yes No
Contract # &lor Project referenced on Certificate? L 5 No
Certificate Holder name correct (BCC)? ~s No
Commercial General LiabilifJ!.2 . \\ ,'7 h,\,
General Aggregate Required $ lW'Il Provided $"21'1\., \ \ Exp. Oate ~ a
Products/CompVOp Required $ '1.Y'n.' \\ Provided $~.. Exp. Date_--'--"---__ .
Personal & Advert Required $ ~~ \ \ \. Provided $ -1.m.;} Exp. Oate -----:__--' I
Each Occurrence Required $j2...'('r'i 2.-' Provided $--l...tO-' \_ Exp.Oate L' .,
Fire/Prop Oamage Required $__ ~O \ _ Provided $--l...mill Exp. Oate --'---_-'-_. I
Automobile Liability d ...., \""', \
Bodily Inj & Prop Required $~.'r"" Provided $ \fY'\~ \ \. Exp Oate ~ I D
Workers Compensation \ ,... l':b \
Each accident Required $ \ l't\i\ Provided $ \M,\L Exp Oate~\ b
Disease Aggregate Required $._~~ 1--' Provided $ .. , . Exp Date "I I .
---.
Disease Each Empl Required $~~ ( Provided $ ~~_~ Exp Date ~~~ I
Umbrella Liability ....., \",. \
Each Occurrence Provided $ \ M~' \. Exp Date ~\ I D
Aggregate Provided $~ Exp Oate _-'--'----' I
Does Umbrella sufficiently cover any underinsured portion? _~Yes No
Professional Liability \ r1 1,., . \. ,
Each Occurrence Required $ \ rn~ \ \ Provided $.~~ Exp. Oate ~ C>
Per Aggregate Required $ ___~_.~~ Provided $ ~____~~ Exp. Date I , _~_"
Other Insurance
Each Occur Type: Required $_____~ Provided $_____ _ Exp Oate ___
f
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond _
Does dollar amount match contract?
Agent registered in Florida?
~: --- No
No
-bes ~
Yes
Yes No
Yes No
Yes - No
--Ues No
~s No
es No
Yes No
---
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: _ _.___._
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
-u-----
~... Yes =:-::~~
Yes No
- --~.
Attachments
Are all required attachments included?
~es
No ",",U
ReViCWerJniti..'.I.S..~~\
D,te. 10
04 C()A- 1 2
MEMORANDUM
IOC.,
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
Contractor: Consul-Tech
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
MEMORANDUM
lOCI'
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1, 2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
.l'Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
a. Grady Minor
RWA
T Y Un Int'I
Tindale-Oliver
TLC
URS Corp
Vanus
WilsonMiJ/er
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375..
mausen g
From:
Sent:
To:
Cc:
Subject:
IOC".
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonOiana
mausen _g
Contracts for 09-5262 "CountyWide Engineerin9 Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul-Tech /
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. UR5 Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 239-821-9370
Under Florida Law, e-mail addresses are public records. If you do not wanl 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
www.sunbiz.org - Department of State
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Florida Profit Corporation
CONSUL-TECH ENTERPRISES, INC.
Filing Information
Document Number P08000038933
FEIIEIN Number 262443104
Date Filed 04/16/2008
State FL
Status ACTIVE
Last Event MERGER NAME CHANGE
Event Date Filed 06/06/2008
Event Effective Date NONE
Principal Address
6100 BLUE LAGOON DR., SUITE 300
MIAMI FL 33126
Mailing Address
6100 BLUE LAGOON DR., SUITE 300
MIAMI FL 33126
Registered Agent Name & Address
MALLOL, CARLOS PRES.
6100 BLUE LAGOON DR., SUITE 300
MIAMI FL 33126 US
Name Changed: 04/09/2009
Officer/Director Detail
Name & Address
Title MR.
MALLOL, CARLOS M PRES
6100 BLUE LAGOON DRIVE, SUITE 300
MIAMI FL 33126
Title MR.
SUAREZ, JESUS J DIR/CEO
6100 BLUE LAGOON DRIVE, SUITE 300
MIAMI FL 33126
Title MR.
RIEFKOHL, FRED ERIK SEC/CFO
6100 BLUE LAGOON DRIVE, SUITE 300
MIAMI FL 33126
http://www.sunbiz.org/scripts/cordet.exe?action= DETFlL&in'L doc _ number= P0800003 89... 3/12/2010
www.sunbiz.org- Department of State
Page 2 of2
Title MR.
GARGANTA, ANDRES VP
6100 BLUE LAGOON DRIVE, SUITE 300
MIAMI FL 33126
Title MR.
BRUCE, SELVIN VP
6100 BLUE LAGOON DRIVE, SUITE 300
MIAMI FL 33126
Title MR.
CHAVEZ, EVELlO VP
6100 BLUE LAGOON DRIVE, SUITE 300
MIAMI FL 33126
Annual Reports
10 C ~I
Report Year Filed Date
2009 02/06/2009
2009 04/09/2009
2010 01/05/2010
Document Images
01/05/2010 -- ANNUAL REPORT
04/09/2009 -- ANNUAL REPORT
02/06/2009 ANNUAL REPORT
View image in PDF format
View imag~in PDF format
View image in PDFformat
View Image in PDF formal
View image in PDF format
View image in PDF format
10/22/2008 -- Reg. Agent Change
06/06/2008 .- Merger
04/16/2008 -- Domestic Profit
Note: This is not official record. See documents if question or conflict.
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http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _ number= P0800003 89... 3/1 2/20 I 0
IOC \'''~I
Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation CEI (CI-CEI)
THIS AGREEMENT is made and entered into thiS':]t day of '^'~ , 2010, by and
between the Board of. County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Consul-Tech Enterprises, Inc.,
authorized to do business in the State of Florida, whose business address is 6100 Blue Lagoon Drive,
Suite 300, Miami, Florida 33126 (hereinafter referred to as the "CONSULT ANT").
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. Civil-Transportation eEl (el-CEI)
lOCl1
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
1'OC
i
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.
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
IDC ;11
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 Rowell, P.E., 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 C '".,
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
IOC
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
I ((l) fC
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
IlmtC
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
IlmiC
objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
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
l(C)C .~
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
IOIC
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
IOC It
subject to non-payment under the legal doctrine of "'aches" 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
IOC ~d
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 CONSULTANTS 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
lOCWlI
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 CONSULTANTS termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
14
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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.
15
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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.O. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
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.
1 0.4 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 materiai
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.
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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, Purchasing Building
3301 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:
Consul-Tech Enterprises, Inc.
3434 Hancock Bridge Pkwy., #207
Ft. Myers, FL 33903
Phone: 239-656-6237; Fax: 239-652-0776
Attn: John Rowell, 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.
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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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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I
,
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
IMMIGRA nON 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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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,
:ro"
Dwight t. Brock, Clwk,
BY~..~
.f~t;t~
41vnltur.. fif", I, . ..'
By: '-:A-JL w. (~
Fred Coyle, Chairman .
, County Attorney
!:7( I ~
)),_ If-X---/ L <-
Witness
Kit Leung,
, Inc.
By:
velio Chavez, Vice President
Typed Name and Title
-
Typed Name and Title
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."
j
,
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
,20
(RFP/Bid 09-5262- Name of Discipline/s)
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 detaiied in the attached proposal and the following:
. Task I
. Task 11
. Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
ComDensation: 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 houriy rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I $
Task 11 $
Task 111 $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to negotiated hourly rates.
PREPAREO BY:
name and title
Date
APPROVEO BY:
Department Oirector. Department Name
Date
APPROVED BY:
Division Administrator, Division
Date
ACCEPTEO BY: Company name
Si9nature of Authorized Company Officer
Date
Type or Print Name and Title
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Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
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
Survey Crew - 3 man $160
Survey Crew - 4 man $180
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
IOC
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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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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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
IOC
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
lOCttl
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? _~_ Yes _ No
C-6
IOC
(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
10C~1
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
lOC!1
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 CONSULTANTS 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
lOC
!',,;'
~;~
(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
loc~1
SCHEDULE 0
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Consul-Tech Enterprises, 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
Consul-Tech Enterprises, Inc.
BY /b~
/ {
Vice President
TITLE:
DATE:
February 23, 2010
0-1
lOC
.1_
ACOR/)_
CERTIFICATE OF LIABILITY INSURANCE
OP 10 MIA
CSAHOL2 02 22
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMENO, EXTENO OR
ALTER THE COVERAGE AFFORDEO BY THE POLICIES BELOW.
i
10
PRODUCER
CLC Risk Services, Inc.
2332 Galiano Street, 2nd Floor
Coral Gables FL 33134
Phone,305-728-7260 Fax,305-728-7261
INSURERS AFFORDING COVERAGE
NAIC#
INSURED
Consul-Tech Ente~rises, Inc &
Subsidiaries; a CSA Holdings
Company
610U Blue Lagoon Dr, Ste 300
Miami FL 33126
INSU,'(ER A
INSURER 8
IIN~~_~,~_~
INSURER 0
INSURER E
The Chartar Oak. Fir.. Ins Co
__~~~",,~~~:r:_l!__~~_&__~~~~!_~Y
ACE __~nsura!lce Comp.a~Y
30953
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INOICATF.n 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 15 SUBJECT TO "LL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES AGGREGATE LIMITS SHOWN MAY HAVE SEEN REOUCED BY P/IIIJ CLAIMS
D'U- -------
L TR NSRIJ TYPE Of INSURANCE
I GENERALlIABJUTY
A X [-Xl COMMERCIALGENER.-,~~YABILITY 630-2366C03A
: .! : CLAIMS MADE I_xl OCCUR
:XiContractual Liab
".--------.--.- -
:X jValuable. .Paper.!=l _
I GEN'L AGGREGATE LIMIT APPLIES PER
iX i POLICY i -1 jrp-i ! I ~oc
POLICY NUMBER
- "i-I"O[lCVEFFECTlVE- POLICY EXPIRATION
DATE (MMlODIYY DATE (MM/DOIYY
LIMITS
12/31/09
12/31/10
I EACH OCCURRENCE
!-UAMALoI:: IUI"(I::NtI::U.-
PREMISES (Eaoccure.'1ce) $100000
. .m------r----
_r..:_F:...[}_~~l~~_O~~~~S_O.0_.. _+.. . $~O_Q9._
'PER_S~f'J~L~_~_~~NJURY . ~_ 100.0000____.
GENERAL AGGREGA '"e $ 2000000
PRODucrS-COMP/OPAGG $ 2000000
----.-.--.--. .-_. -----.. --
Ben. 2000000
.1000000
B
X_l ANY AUTO
, ALL OWNED AUTOS
I SCHEDULED Auras
~1 HIRED AUTOS
! X NON-OWNED AUTOS
810-2366C03A
COMBINED SINGLE LIMIT ! , 1000000
12/31/09 f 12/31/10 (Eaaccidenl)
BOOIL Y INJURY ,
(Perpersonl
I BODIL YINJURY "
(Per accident) ,
I I
PROPERTY DAMAGE $
(Per accident)
I-"UTO ONLY. EA AWDENT I'
OTHER THAN EA ACC $
I AUTO ONL Y -.~GG- S
EACH OCCURRENCE $ 10000000
12/31/09 12/31/10 f .. .-------.
AGGREGATE ' , 10000000
. - .------
GARAGE UABllITY
ANY AUTO
I EXCESS/UMBRELLA LIABILITY
B X ! OCCUR CLAIMS MADE QK06803547
B
] DEDUCTIBLE
X I RETENTION $10,000
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICE'.RIMEMBER ~XCL1IDED?
Ifyesdescrlbaurlder
i SPECIAL PROVISIONS belOW
OTHER
UB-2366C03-A
12/31/09
ER
12/31/10'1000000
EL DISEASE-EAEMPLOYEE' $1000000
----.--
'EL DISEASE-POLICY LIMIT $1000000
C ! Professional Liab.
Deductible $125000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
CERTIFICATE HOLDER IS LISTED AS ADDITIONAL INSURED UNDER THE ABOVE MENTIONED
GENERAL LIABILITY POLICY.
PROJECT, CONTRACT# 09-5262. "COUNTY WIDE ENGINEERING SERVICES" -CIVIL
TRANSPORTATION CEI (CI - CEI)
EO 2177
09/30/09
07/21/10 i
Per Claim
A re ate
$5,000,000.
$5,000,000.
CERTIFICATE HOLDER
CANCELLATION
COLLICO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
BOARD OF COUNTY COMMISSIONERS NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
FOR COLLIER COUNTY IMPOSE NO OBLIGATION OR lIABIUTY Of ANY KIND UPON THE INSURER, ITS AGE!NTS OR
3301 TAMIl'.MI TRAIL EAST,
NAPLES FL 34112 REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE " . ,
,
Manuel Ruiz
ACORD 25 (2001108)
@ACORDCORPORATlON 1988
lOC
il
.
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 WAIVEO, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
lOC ;11
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
- - ,..
Re: Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Camp Dresser & McKee
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
ITEM NO.:
, '
'~,II 'j
10 C t_1
DATE RECEIVED:
,f _J ~~
',_,._ 1,_-
~" D ~
,,~ ~ l t^* t'
-tv (bc4A ~
~ L[
\ 0 'I y1.
l)w ~\'j ,0 ;Zl V j
))IS)Jt'
pt
~
S1L1
FILE NO.:
ROUTED TO:
to ,q~t, 0\5 IV
, ~ ~ !'''.., .
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date: March 1 0, 2010
To: Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Camp Dresser & McKee
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
CDIUI
10C~1
. . .
CERTIFICATE
I, Robert J. Anton, Assistant Clerk of Camp Dresser & McKee Inc., a Massachusetts
corporation, hereby certifY that at a duly called meeting of the Board of Directors of the Corporation, a
majority being present and voting throughout, it was voted to authorize W. Kirk Martin to execute and
deliver proposals, contracts and agreements In the name and on behalf of Camp Dresser & McKee Inc.
for the performance of miscellaneous engineering services Master Service Agreements for Collier
County, Florida.
I further certify that the foregoing is consistent with the By-Laws of the said corporation, and
has not been modified or rescinded.
IN WITNESS WHEREOF, I have executed this certificate and have caused the corporate
seal of Camp Dresser & McKee Inc. to be hereunder affixed on this 6th day of January 2010.
~
Assistant ~lcrk 0 the Corporation
COMMONWEALTH OF MASSACHUSEITS)
) SS.
COUNTY OF MIDDLESEX )
On this 6th day of January 2010, before me, the undersigned NotalY Public, personally appeared
Robert J, Anton, who proved to me through satisfactory evidence of identification - Massachusetts
Driver's License - to be the person whose name is signed on this document in my presence.
'}
iJt-". it t!c1' ~'7r;{;{L
Janet M. Cotugno, Notmy Public (
'My Commission Expires 22 June 2012
MEMORANDUM
laC
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
Contractor: Camp Dresser & McKee
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
MEMORANDUM
to'e
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1, 2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
v'Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'l
Tindale-Oliver
TLC
URS Corp
Vanus
WilsonMiller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
mausen g
IOC
From:
Sent:
To:
Cc:
Subject:
RaymondCarler
Wednesday, March 10, 2010 3:29 PM
OeLeonOiana
mausen _g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul-Tech
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. URS Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 239-821-9370
Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response 10 a public records request, do not send
eleclronic mail to this entity_ Instead. contact this office by telephone or in writing
Rl"S # _-iOXgL_hlSt.E,
CHECKLIST FOR REVIEWING CONTRACTS
Entity Name: _ Cb.mtl-Vre.g:;f'J'_~ JrBLee:- \ ~
Entity name correct on contract? _~~
Entity registered with FL Sec. of State? ~es
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &/or Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability
General Aggregate Required $ ~~ \
ProductslCompVOp Required $ __.J..L....'--'-_
Personal & Advert Required $. ,. .,
Each Occurrence Required $ -----.!! I I
FirelProp Oamage Required $ 5~
Automobile Liability
Bodily Inj & Prop Required $ 5"D'D \l..
Workers Compensation
Each accIdent ReqUIred $ \ m:\ \ _ ProvIded $ .lmi.\.L
Oisease Aggregate ReqUIred $ 1- S~ ProvIded $ .. .,
DISease Each Emp] ReqUIred $_ _ __ ProvIded $ _ .-'---_ _
Umbrella Liability
Each Occurrence Provided $ _____._
Aggregate Provided $________
Does Umbrella sufficiently cover any underinsured portion?
Professional Liability
Each Occurrence Required $ \ m: \ \
Per Aggregate Required $ ~~!_
Other Insurance
Each Occur Type:_ ___
No
No
lOC ~1t1
--~~ --~~
~; No
Exp. oate_~
Exp. oate~t--
Exp. Oate _
Exp. Oate _
Exp. Oate _ _
Exp oate.#L
Exp Date -4t-lu--
Exp Date _--"-L_~
Exp Oate----'"-~--'-'
Provided $ 2m~_
Provided $ >l . J
Provided (\."M:U=
Provided $ ? ~ , l-
Provided $ \OO~
Provided $ -~\l
Exp Oate ___ _
Exp Date
Yes
Provided $ \"",;\1
Provided $~~
Required $____
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
No
Exp. Oate ~"-'--
Exp. Date ~._,_~
Provided $____
Exp Oate __
--0
-l,.LY es
~
Yes
Yes
Yes
__No
___No
No
~
Yes
No
__No
No
Signature Blocks / \ ~\O
Conect executor name in signature block?
Correct title of executor? '0 ~~ 7 \
Executor authorized to sign for entity? _ Yes ~~
Proper number ofwitnesses/notary? ~' ' ~Yes __No
Authorization for executor to sign, ifneCeSSary:____________.
Chairman's signature block? ~~es __)\lo
Clerk's attestation signahrre block? _L_Yes No
County Attorney's signature block? 4- Yes No
v<:
Attachments
Are all required attachments included?
"",,~ ,,""', dI(\~~~[)
D""~_
04-CO.'\-O,030 _2
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Foreign Profit Corporation
CAMP DRESSER & MCKEE INC
Filing Information
Document Number 832235
FEIIEIN Number 042473650
Date Filed 04/23/1974
State MA
Status ACTIVE
Last Event MERGER
Event Date Filed 12/11/2003
Event Effective Date 12/15/2003
Principal Address
ONE CAMBRIDGE PLACE
50 HAMPSHIRE STREET
CAMBRIDGE MA 02139 US
Changed 04/12/2000
Mailing Address
ATTN: LEGAL DEPT.
50 HAMPSHIRE STREET
CAMBRIDGE MA 02139
Changed 04/12/2000
Registered Agent Name & Address
C T CORPORATION SYSTEM
8751 WEST BROWARD BLVD.
PLANT A liON FL 33324 US
Officer/Director Detail
Name & Address
Title CHB
FOX, RICHARD D
50 HAMPSHIRE STREET
CAMBRIDGE MA 02139
Title S
LACKMAN, JAMES S
50 HAMPSHIRE STREET
CAMBRIDGE MA 02139
Title P
http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&in'L doc _ num ber=83223 5&inq... 3/12/2010
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MANNING, JOHN D
50 HAMPSHIRE STREET
CAMBRIDGE MA 02139
Title T
MCCARTHY, ROBERT W
50 HAMPSHIRE STREET
CAMBRIDGE MA 02139
Title D
STEVENSON, HOWARD H
31 FAYERWEATHER STREET
NESHANIC STATION NJ 08853
Title D
SHEA, PAUL R
555 17TH STREET
DENVER CO 80202
Annual Reports
Report Year Filed Date
2009 01/13/2009
2009 OS/26/2009
2010 01/13/2010
Document Images
01/13/2010 -- ANNUAL REPORT
OS/26/2009 -- ANNUAL REPORT
01/13/2009 -- ANNUAL r,EPORT
01/03/2008 -- ANNUAL REPORT
01/04/2007 -- ANNUAL REPORT
04/06/2006 -- ANNUAL REPORT
01/10/2005 -- ANNUAL REPORT
01/2612004 -- ANNUAL REPORT
12/1112003 -- Merger
01/16/2003 -- ANNUAL REPORT
01/1712002 -- ANNUAL REPORT
01/30/2001 -- ANNUAL REPORT
0411212000 -- ANNUAL REPOf,T
03/29/1999 -- ANNUAL REPORT
04/21/1998 -- ANNUAL REPORT
05/06/1997 -- ANNUAL REPORT
05/0111996 -- ANNUAL REPORT
02/14/1995 -- ANNUAL REPORT
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Contract 09-5262
"County- Wide Engineering Services" - Aerospace (AE), Mechanical (ME), Project
Management (PM), Civil-Public Utilities Wellfield (CI-PU WELL), Civil-Public Utilities Facility
Design (CI-PU Design), and Civil-Stormwater (CI-Storm)
THIS AGREEMENT is made and entered into this ~day of tf\ Ov'\.-uL... , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Camp Dresser & McKee, Inc.,
authorized to do business in the State of Florida, whose business address is 12501 World Plaza
Lane, Building 51, Fort Myers, Florida 33907 (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):
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1. Aerospace (AE)
2. Mechanical (ME)
3. Project Management (PM)
4. Civil-Public Utilities Wellfield (CI-PU WELL)
5. Civil-Public Utilities Facility Design (CI-PU Design)
6. and Civil-Stormwater (CI-Storm)
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
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in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in 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.
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1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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 Paul Pinault, P.E., 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
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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.
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
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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
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
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specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 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
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document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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:
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing 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
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in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed In the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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
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Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
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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
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
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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.
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
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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.
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.
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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
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
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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.
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.
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9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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
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personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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.
1 0.4 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
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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.
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
20
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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.
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.
21
lOCII
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.
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
22
lOCII
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.
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
23
"-'-'~".______"__."",,",<,.~~~_.~_.._..~,,..w
lOC'li
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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, Purchasing Building
3301 Tamiami Trail East
24
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Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Camp Dresser and McKee
12501 World Plaza Lane, Building 51
Fort Myers, Florida 33907
Telephone: 239-938-9600
Fax: 239-275-6755
Attn: Paul Pinault 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.
25
laC \\11
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
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
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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
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.
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19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
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either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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::
~~
.t........i~. ,
"--1 .tL w. ~
By: 7'l
Fred Coyle, Chairman .
Approved as to form and
A:fficie, .
Y/. ~-~L
ASliilitant-County Attorney
DR p v4y
. ~~l~ ~A~&/J~
Witness Paul Pinault
Client Service Manaoer
Typed Name and Title
i?V2-0. X~
vwtness Jason Sciandra
Prolect Manager
Typed Name and Title
Camp Dresser & McKee. Inc.
By: tVf::~
W. Kirk Martin I-
Vi COf> Pre,,;; df>nt J '.21(111: 0
Typed Name and Title .
30
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Aerospace (AE),
Mechanical (ME), Project Management (PM), Civil-Public Utilities Wellfield (CI-PU WELL), Civil-Public Utilities
Facility Design (CI-PU Design), and Civil-Stormwater (CI-Storm))
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourly Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
IOC II
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
C-1
lOC II
contain a provision that coyerages 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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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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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
IDe
"I:.
" :t
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
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 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
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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
10Cl
(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 C~_
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Camp Dresser & McKee, 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 09-5262
"County Wide Engineering Services
are accurate, complete and current as
of the time of contracting.
Camp Dresser & McKee, Inc.
BY: ~~
TITLE: Vice President
DATE: ,1.2-cJ J..{jIO
.
D-1
---- I DATE (MM/DD/YYYY)
A..C::C>R~- CERTIFICATE OF LIABILITY INSURANCE
------ 01/11/2010
PRODUCER THIS C~RTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY
Aon Risk services, rnc. of Massachusetts
One Federal Street AND CONFERS NO RIGHTS UPON THE CERTIFICA TE HOLD~:R. THIS
Boston MA 02110 USA CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
COVERAGE AFFORDED BY THE POLICIES BELOW.
'"0,,(866) 283-7122 FAX. (847) 953-5390 INSURERS AFFORDI~G COVERAGE NAIC#
I!\lSURED INSURER A zurich American Ins Co 16535
camp Dresser & McKee Inc. INSURERB American zurich Ins Co 40142
ONE CAMBRIDGE PLACE
50 HAMPSHIRE STREET INSURER ( Lloyd's of London 0005FI
CAMBRIDGE MA 021390000 USA
INSlJRFRD
INSURER F
10 C n~
COVERAGES
~
~
'"
."
=
~
:!!
~
~
."
;;
SIR applles per terms and cond,tlons of the polley ~
THE POLICIES OF INSl:RANCE LISTED BELOW HAVE BEEr-; ISSlIED TO THE INSURED NAMED ABOVE fOR THE POUCY PERIOD [NDlCATED, NOTWITHSTANDlM,
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH TH[S CERTn:ICA TE MAYBE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIFlED HEREI)\; [S SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SLCH POLICIES,
AO(JREGA TE LIMITS SHOW!'; MAY IIA VE BEEN REDUCED BY PAm CLAIMS LIMITS SHOWN ARE AS REQUESTED
INSR t;..~:
LT" TYPE OF INSL:R.<\,,"O: POUCY l'o'lIMBER POLlCY EFFECTIVE POLICY EXPIRATION LI\1I1'S
ATEIMM/DD/YVYY DAn: MM/DDlYYYY
A GlO837663214 01/01/2010 01/01/2011 EACH OCCURRENCE $2,000,000
~... "'.'n
X COMMERCIAL GENERAL LIABILITY DA\.fAOE TO RENTED $100,000
CLAIMS MADE [!] OCCUR PREMISES (Eaoccurrencc)
nvone per.son M
PI, RSONAL & AIlV INJliRY $1,000,000 "-
"-
M
(jENFRAL A(;GRECiAIT $2,000,000 0
~
(JEN'I AGGREGATE LIMIT APPLIES PER "-
$2,000,000 M
PROOliCTS - IUMPiOP M;(j 0
0 POLICY ~ PRO, 0 LOe 0
"-
JFCT ~
A A{}TOMOBIU!. LIABILITY BAPB376631 14 01/01/2010 01/01/2011 ..
COMBIN[O SI"'(;L[ L1Mll Q
g ANY AUTO IEaaccidenl) $1,000,000 Z
$i
ALL OWNED ALTOS AODILY INJURY .
"
SCHEDL'LED AL'TOS (Pcrpersol1) '"
t
rx HIRED AUTOS ~
BODILY INJURY U
rx NON OWNED AliTOS (Peraccidenl)
I- PROPIORTY DAMAGE
r- (PeraccideJ1l)
GARAGE L1ABII.ITY '\[,ITO O\'LY -['A ACCIDENT
R ANY AUTO ()THER THAN EAAC('
AUTO ONLY
A(;G
EXCESS I U\tBREtLA L1ABILln' EACH OCCURRENCE
DOCCliR 0 CLAIMS MAD! A(;(;RFGAlI
BDFDL'CTIBLI'
RETDJTlON
. WCoo, 0"v., x I~'C STATL:-I IfTH
WORKERS CO"'PENSATION AND ITORY lIMIT" "
nfPI.OYERS' !.lABILITY ~ E.L EACH ACCIDENT 11.000.000E
ANY PROPRIETOR' PARTNER / EXECLTIVI;
{lFFlCER/MEMBER EX('IUDEO" LL DISEASE-EA EMPLOYEE $1,000,00;
(!\1andlltorylnl'o'H) 1,-, $1,000,000
DlSEASF.POU(Y UMJT
If e" describe under SPECIAL PROVISIONS bel"w
C QKI001367 01/01/2010 '~. ~. -.~, '" Claim USD $1,000,000 ~
OTHER
Aggregate USD $1,000,000
Archit&Eng Prof ~
DESCRIPTION OF ()PERATIONS/IJlCATlONS/VEHICUS'EXCLL'SIONS ADDED BY FNDORSEMFNT'SPECIAL PR()VISIO~S ~
Contract #09-5262. County-wide Engineering 5e rvi ces - Aeros~ace. Collier County Board of County Commissioners
is added as an additional insured in regards to genera') liabi ity.
"..,
CERTIFICATE HOLDER
Collier County
Purchasing Department
3301 Tamiami Trail East
Naples FL 34112 USA
CANCELLATION
.
AIJTIIORIZl'1l REPRESENTATlvr
SHOULD ANY OF THE ABOVE DESCRIBED POLlClES BE CANCELLED BEFORI' nlE EXPIRATlO\'
DATE TllFRFOF Till' ISSL'ING INSURER WILL ENDEAVOR TO MAIL
III DAYS WRITTI'N ~OTICE TO THE CERTIFICATE HOLDER NAMED TO lIlE LEFI
BUT FAILURE TO IJO SO SHALL !'APOSF NO OBU(jATlO~ OR LIABILITY
Of' ANY KIND UPON THE INSt:RFR, ITS A(;ENTS OR REPRESI'NTATlVES
ACORD 25 (2009/01)
i!)1988-2009 ACORD CORPORATlO~. All rights reserved.
The ACORD name and logo are registered marks of ACORD
IOC
,
~4
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Johnson Engineering
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1)
J~r -DI 'Sl'-\
ITEM NO.: IO~T ~
1 0 C~I
To:
Office of the County Attorney
Jeff Klatzkow
stZ..T
'Gu-o
_ r 'Ji.Q1\itE RECEIVED:
, II ir\i' V ,. T ".'''''~Ir\, \...
' .., ., 'J - ,-, - '!-.'!\cr -11
f)-VV
""''''' to.
, "'" II P:: ": 53 {lDI/ ,
<If (" s .>( 6'V
~\,/cro
V . L
(1L '''(1
~ 0 ~ )10
0})1~1
"
\-.j
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 10, 2010
2>\15
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
· Contractor: Johnson Engineering
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
RLS # uJO~?..ec.....Q\Sll(
---::UECKLIST FOR REVIE'."ING CONTRACTS _ 1 0 C
EntityName:.....J..~_~nB~~_ I rc. I
Entity name correct on contract? _6 No
Entity regIstered wIth FL See of State') ____yes No
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &Jor Project referenced on Certificate'!
Certificate Holder name correct (BCC)?
Commercial General LiabilifJ!.- 0"/__
General Aggregate Required $'~\ \. Provided $ 4Tli \ I Exp. Date ~15!-1 t)
Products/CompVOp Required $..L<.._~. Provided $~i \ r Exp. Date ~~~
Persona] & Advert Required $ -'-'-_l.' Provided $ \ mi \1 Exp. Date _...!...--.!.... .
Each Occurrence Required $ .!-'--.....!...1 Provided $ ...J.!.....!...L Exp. Date , . ,
Fire/Prop Damage Required $ 5'> v--.... Provided $ $l> Y Exp. Date/...... I 1
Automobile Liability , J
Bodily Inj & Prop Required $000 t::... Provided $-\MilL Exp Date~,. 0
Workers Compensation --
Each accident Required $.lroi.il- Provided $ \rn~ \ \,' Exp Date 1"0
Disease Aggregate Required $~~~__J_ Provided $_~-----.L1_ Exp Date __ ,____/
Disease Each Emp] Required $ -'-'.......!...J.... Provided $ "--_.!.J__ Exp Date _...1L.....L'
Umbrella Liability . a. 1",:::.\
Each Occurrence Provided $....lbm. \ I Exp Date _~ iD
Aggregate Provided $--"-....!.../ Exp Date ._.#_ '-I
Does Umbrella sufficiently cover any underinsured portion? ~Yes __.._No
Professional Liability. c:. . -' 1 ~
Each Occurrence Required $,_ ~ 00\" .ll. Provided $ - ~ \ Exp. Date I 0
Per Aggregate Required $ _'..L....!.L Provided $ _....!.t--' l Exp. Date _1."L~ I
Other Insurance
Each Occur Type:____
Required $__
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
]s County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond .__..___.___.
Does dollar amount match contract?
Agent registered in Florida"
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: ____.. ____
Chairman's signature block'?
Clerk's attestation signature block?
County Attorney's signature block?
Attachments
Are all required attachments included?
_~, ,>,:s
~
Z~;
No
___No
No
No
Provided $_"._"_
Exp Date __._
~
P5:
/Yes
No
No
No
~
Yes
Yes
No
Yes
Yes
No
No
~es
~;
Yes
No
No
No
No
No ~
'''R~v>cw" Im"a/, ">""\:'l~/({)
Dale __
()4 CO'\. (Jj '/
MEMORANDUM
lOC
"'
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Johnson Engineering
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
MEMORANDUM
lOC'1
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1, 2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
./ Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'I
Tindale-Oliver
TLC
URS Corp
Vanus
WilsonMiller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
mausen 9
lOC
d
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonDiana
mausen_g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09.5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul.Tech
. CPH
. David Plummer
. EMA
. HDR Engi~, Inc.
. Hole Monte
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale.Oliver
. URs Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAD Rls/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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, conlact this office by telephone or in writing
www.sunbiz.org - Department of State
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Florida Profit Corporation
JOHNSON ENGINEERING, INC.
Filing Information
Document Number 322710
FEI/EIN Number 591173834
Date Filed 11/03/1967
State FL
Status ACTIVE
Last Event AMENDED AND RESTATED ARTICLES
Event Date Filed 09/11/2002
Event Effective Date NONE
Principal Address
2122 JOHNSON STREET
FORT MYERS FL 33901
Changed 03/17/2008
Mailing Address
PO BOX 1550
FORT MYERS FL 33902
Changed 03/11/2009
Registered Agent Name & Address
MORRISON, STEVEN K
2122 JOHNSON ST
FT MYERS FL 33901 US
Name Changed: 03/19/1997
Address Changed: 03/17/2008
Officer/Director Detail
Name & Address
Tille PD
MORRISON, STEVEN K
1231 WALDEN DR
FT MYERS FL 33901 US
Title STD
BULL, GARY R
2516 SW51ST ST
CAPE CORAL FL 33914 US
http://www.sunbiz.org/scripts/cordet.exe?action=D ETFlL&inq_ doc ~ number=32271 O&inq... 3/12/2010
www.sunbiz.org - Department of State
TitleVD
TILTON, ANDREW D
18810 SERENOA CT
ALVA FL 33920 US
Page 2 of2
IOC ill
Annual Reports
Report Year Filed Date
2008 03/17/2008
2009 03/11/2009
2010 03/09/2010
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03/09/2010.. ANNUAL REPORT
03/1112009.. ANNUAL REPORT
03/17/2008.. ANNUAL REPORT
03/13/2007.. ANNUAL REPORT
03/29/2006.. ANNUAL REPORT
03/16/2005.. ANNUAL REPORT
03/19/2004.. ANNUAL REPORT
03/31/2003.. ANNUAL REPORT
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09/11/2002.. Amended and Restated Articles
03/31/2002.. ANNUAL REPORT
03/23/2001 .. ANNUAL REPORT
03/15/2000.. ANNUAL REPORT
03101/1999.. ANNUAL REi'ORT
02/09/1998.. ANNUAL REPORT
03/19/1997.. ANNUAL REr'ORT
02/01/1996 .. ANNUAL REPORT
02/03/1995.. ANNUAL REPORT
Note: This is not official record. See documents if question or c~~~
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I rlome ! (\:lI'ltilct i"" I UOCl,illlt..nt ::.e,'1:',:I"., i [-Filii:;: ~)",,~viu,'s I 101111'; I Hell) I
(:":'VII'11,1 an,j I"II'/hey i'()li(i(;~>
(":'I:'Y'lijllt ,,', 20:;/ (,tJti,' oj il,;r.!j,l. ['ep,')!',I)!!")! 01 Stdte.
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1 0 c~"
Contract 09-5262
"County- Wide Engineering Services" - Coastal Zone/Environmental (CZ), Civil-Public Utilities
Water, Wastewater and Irrigation (CI-PU H20), Civil-Transportation Stormwater (CI-Storm),
Civil-Transportation Roads (CI-Roads), Civil-Transportation CEI (CI-CEI), Civil-Transportation
Survey (CI-Survey), and Civil-Transportation GIS (CI-GIS)
THIS AGREEMENT is made and entered into this 91"- day of f\OJ~ , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and 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
lOC 'I
1. Coastal Zone/Environmental (CZ)
2. Civil-Public Utilities Water, Wastewater and Irrigation (CI-PU H20)
3. Civil-Transportation Stormwater (CI-Storm)
4. Civil-Transportation Roads (CI-Roads)
5. Civil-Transportation CEI (CI-CEI)
6. Civil-Transportation Survey (CI-Survey)
7. Civil-Transportation GIS (CI-GIS)
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
2
10 C11
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in 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.
3
10 C ?I
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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 Steven K. Morrison, P.E., 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.
4
IOC ltil
The CONSU L T ANT 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.
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
5
IOC "
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
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
6
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specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc) , and adhere to industry
standard CAD specifications.
ARTICLE 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
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document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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:
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing 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
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in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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
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Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
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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
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
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,
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.
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
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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.
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.
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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
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
15
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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.
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.
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9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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
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personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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
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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.
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
20
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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.
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.
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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.
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
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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.
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
23
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i
costs. All such adjustments shall be made within one (1) year following the end of the subject Wor,k
Order.
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, Purchasing Building
3301 Tamiami Trail East
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Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Johnson Engineering, Inc.
2122 Johnson Street
Ft. Myers, FL 33901
Phone: 239.334-0046; Fax: 239.334-3661
Attn: Steven K. Morrison, 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.
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
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
26
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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
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.ln-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.
27
IDe
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
28
10 C :\
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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
lOC ~
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:
j,.
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
<
Dwight E. Brock, CJ~rk
BY:::
Dalt:;:.~
Attut 'u..........
41 ;nttlll"t OIl/_
Approved as to form and
~e ufficien~ )
1fl~.1
. ounty Attorney
fup"'-7
,~J./()hy R J5cLU
Witness
6/1)2 Y /.!. l3~kL
TY~A,~
Wit ss
HJJ12K j.t(, BFAv~"-"A./
Typed Name and Title
'-~ ~
W.
By: '
Fred Coyle, Chairman
~~arg'ln~
?/e..ljEJJ K MO!2!?t <<.:>oJ P!2Es//JalT
.
Typed Name and Title
30
IDe
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Coastal
Zone/Environmental (CZ), Civil-Public Utilities Water, Wastewater and Irrigation (CI-PU H20), Civil-Transportation
Stormwater (CI-Storm), Civil-Transportation Roads (CI-Roads), Civil-Transportation CEI (CI-CEI), Civil-
Transportation Survey (CI-Survey), and Civil-Transportation GIS (CI-GIS)
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
$165
$148
Senior Project Manager
Project Manager
Senior Engineer
Engineer
$155
$119
$85
$65
$140
$110
$115
$100
$115
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
$145
$100
$60
$130
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
$85
$130
$160
$180
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually ne90tiated by the County and firm on a project by project basis as
needed.
IOC
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
C-1
10C It
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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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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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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C.5
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1
\
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
IOC "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
lOG tI
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
IOC f4
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 C WI
(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
IOC II
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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
Johnson Engineering, Inc.
B"r . CJJ.:1~ ~
TITLE: ~'i'~I);) e... ~
DATE: ':1- ( lIP ((()
D-1
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Z::~
..
~R CERTIFICA TE OF LIABILITY INSURANCE I DATE (MMfDDi'YY'IY)
OPID JK
JOHNS-1 02/19/10
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Five County Insurance Agency HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
14120 Metropolis Avenue ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Fort Myers FL 33912
Phone: 239-939-1400 Fax:239-939-3813 INSURERS AFFORDING COVERAGE NAIC#
INSURED ------- __'_'n^.~~_. --.--...
INSURER A Val_!~x Forge-CNA-~
....-
INSUReRB Contil'l.nh.l CUU;tlty~ CNA-CAM 20443____
.
Johnson Engineering Ine ~~SURER c Transp?r~~ation Ins. CNA-C,AM 20494
.-" .-
PO Box 155 INSURER D
Fort Myers FL 33902 --_..._~-- .....
, INSURCR E
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW tlAVE BEEN ISSUED TO THE INSURED NAMED ABOVE f-OR THE POLICY PER'OD INDICATED NI)1WITHSTNJDING
AN~' REOUIREMEW, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMeNT WITH RESPEr~T TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSl.IRANCT Jl.nOROFn RY TI-IF. F'OIICIFS nFSCRIBfD HfREIN IS SUB~ECT TO ALL nile TERM3, r:XClI;~~I()NS AND CONDITIONS or SIJCH
POLICIES AGGREGATE LIMITS SHOWN MI,Y HAVE BEEN REDUCED BY PAID CLAIMS
INSR m . -~. IPOUCY - ...-
LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE (MMfDDIYYYY) i DATE (MMIDDfYYYY) LIMITS
GENERAL LIABILITY ! EACri OCCURRENCE '1,000,000
.- 09/15/09 09/15/10 DJlilVlAGETORENTE ------- - ----
A X ~ 3MERCIAlI!FNE'RAI llARlllTY C1055828156 i::f3.EMISES(Eaoccurence) $ 50,000
_ CLlIIMS Mi\DE ~ OCCUR ,.
~~KP_(~Onorersonl , 5,~.9~
X Contractual Liab PeRSONAL & KJV INJURY $ 1~!_~~0 J 000
f-.._--...
L~.J~~tercraft Liab GcNcf~f\'L AGGREGATE $ 2,000.,000
f---..- .
~'~ AGGRE~ L~~~_APPt~~':lPER PRJDUCTS " COMP/OP AGG $2,OOO,O~0 ....
..
POLICY X JEC1 Lac Emp Ben. 1,000,000
AUTOMOBILE LIABILITY Ct:)N'81~,IED SINGLE LIMIT
'''.- $1,000,000
B X X AN" AUTO BUA1055828173 09/15/09 ! 09/15/10 (F'ClCl(Clrlent)
,
..- , --------- -. ----
- N I OWNFn AIITO!'; 6I)Dll Y I\lJURY
, (P8rper5011) $
- SCHEDULED AUTOS
,l{, HIRED AUTOS ClODll Y INJURY
I IP8fa-xldQnt) $
I ,l{, NON-OWNED I',UTOCi
I ,-_.
X COMPo $500 Ded l)fIOPERTY DAMI',G!:::
$500 (par [j~C dent) I
X COLL: Ded
T ~rGE LIABILITY T ~!:_~:.._EA/\CCIDENT ,
, ...-...-
I ANY AUTO OTHE'P -~ roAN EAACC I',
! I AUTOOt1[_Y ----
AGG ,
: EXCESS I UMBRELLA LIABILITY ~~~~RRENCE $10,000.L~
A ~ OCCUR [:=J CLAIMS MADE 3011138632 09/15/09 09/15/10 AGGReGATE $10,0~0,000
! 1--...- .
,;=1 .-.._--
DEDUCTIBLE I $
Ix RErENTION -- .
110,000 $
WORKERS COMPENSATION ~JIQ1\t:~iT~ I X IUJ~-
AND EMPLOYERS' LIABILITY YIN .____H
C -"NY PROPRIFTOR/PARTNFR/EXECUTIVE 0 WC2058095500 09/24/09 09/24/10 I EL E,A.CH ACCIDENT $1,000,000
OFFICER/MEMBER EXCLUDED? t
(MandatorylnNH) 'F.l DISEASE - cA I:MPLOYEE $1,000,000
! Ifyes,rleocribelmdN .,
i SPECiAl PROVISIONS below F. l OISEACiE - POLICY LIMIT $1,000,000
; OTHER
I
DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES f EXCLUSIONS ADDED BY ENDORSEMENT f SPECIAL PROVISIONS
Contract #09-5262 " County Wide Engineering Services"; Collier County is
named as an Additional Insured with respect to General Liability and
AutomObile Liability policies. This endorsement modifies insurance under the
following: Commercial General Liability coverage Part. The General Aggregate
Limit under LIMITS OF INSURANCE applies separately to
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
COLL330 DATE THEREOF, THE ISSUING INSURER 'MLL ENDEAVOR TO MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
COLLIER COUNTY BOARD OF COUNTY IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR
COMMISSIONERS PURCHASING REPRESENTATIVES
3301 TAMIAMI TRAIL E ~~
NAPLES FL 34112
ACORD 25 (2009/01)
@1988.2009ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
each of the projects away from premises owned or rented to holder. waiver
of Subrogation applies to Worker's compensation in favor of Collier County
Board of county commissioners.
1 n I'
AC!lBIl CERTIFICATE OF LIABILITY INSURANCE ....... DATE D/VYYV) ..
02/19/2010
PRODUCER (305)822-7800 FAX (305) 362-2443 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Co 11 i nsworth, Alter, Fowler, Dowling & French ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
P. O. Box 9315 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Miami lakes, FL 33014-9315
Zoraida Gonzalez Ext 159 zgonzalez@cafdf.com INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A Ll oyds of london A XV
Johnson Engineering, Inc. INSURER B;
PO Box 1550 INSURER C
Fort Myers, FL 33902 INSURER D'
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.
INSR DO' TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE PRi!f,,'y' EXPIRATION LIMITS
GENERAL LIABILITY EACH OCCURRENCE $
- DAMAGE TO RENTED
COMMERCIAL GENERAL LIABILITY $
I CLAIMS MADE 0 OCCUR MED EXP (Anyone parson) $
PERSONAL & ADV INJURY $
-
GENERAL AGGREGATE $
-
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $
I' ,nPRO nl
POLICY JECT LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
- $
ANY AUTO (Eaaccidant)
-
ALL OWNED AUTOS BODILY INJURY
- $
SCHEDULED AUTOS (Per person)
-
HIRED AUTOS BODILY INJURY
- (Psraccidallt) $
NON-OWNED AUTOS
-
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
=1 ANY AUTO OTHER THAN EAACC $
AUTO ONLY AGG $
EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $
~ OCCUR o CLAIMS MADE AGGREGATE $
$
~ ~EDUCTlBLE $
RETENTION $ $
WORKERS COMPENSATION AND I WC STATU-.I 10J~-
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYE $
If yss,dsscribeundsf
SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $
OTHr. LDUSA0802981 09/15/2009 09/15/2010 $5,000,000 Each Claim
ro essionalliability
A 1 aims-Made Form $5,000,000 Annual Aggregate
FULL PRIOR ACTS $250,000 Deductible Each Claim
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
e: Contract #09-5262 *County Wide Engineering Services*
ssuing company will provide 30 days written notice of cancellation; 10 days for non-payment.
ERTIFI ATE H DER
Collier County Board of County Commissioners
Attn: Purchasing
3301 Tamiami Trail East
Naples, FL 34112
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 MAil SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES_
AUTHORIZED REPRESENTATIVE
"'~;,.'J, f /' I . . .
1;;'~;/;/./7;~' ,'_~'r:'J/t-/
Meade Collinsworth/20
ACORD 25 (2001/08)
@ACORDCORPORATION 1988
IOC "
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
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.
:ORD 25 (2001/08)
IOC ~
MEMORANDUM
Date:
March 17, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Wilson Miller
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (1 )
ITEM NO':lO,~~D ~
FILE NO.:
IDe
ROUTED TO:
.. "iilt
,X:' i~IT\\i TilRNEY
7,,'0" I I P"II'" CC <(9
,.L, d f I j I (.., J ,.)
I
4
DATE RECEIVED: l C)
D j,~ +- J
( J t tI ) ~r
yrj'jv
J . t
6' ~u yt--,
" IJ~
JI/S{ft1
",
.."
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date: March 10, 2010
To:
Office of the County Attorney
Jeff Klatzkow
"SICI
\) l,U o/Ib-
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
. Contractor: Wilson Miller
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
MEMORANDUM IOC J
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
1:'__.___....__ ~__JI'i___"
MEMORANDUM IOC J
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
. Contractor: Wilson Miller
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
u ___~___.._~_,_. . ____.__._.., ',"_q"",
MEMORANDUM
IDe
4
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1,2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'I
Tindale-Oliver
TLC
URS Corp
Vanus
./ WilsonMiller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
Entity name correct on contract?
Entity registered with FL Sec. of State?
RLS#lOP9 c_o\~
CHECKLIST FOR REVIEWING CONTRACTS
Entity Nallle: 1D i tSD ro...11l-eA~_ 10 C
bes
-L_Yes
I
No
No
Insurance /
Insurance Certificate attached? ~I /' Yes No
Insured registered in Florida? es No... ~J
Contract # &lor Project referenced on Certificate? '-=-~.._-YeeSs ~",..J (#;!'~
Certificate Holder name correct (BCC)? ..k"'_ Ye ~ ~ ~
Commercial General LiabililJl. \ \ \..
General Aggregate Required $ 2tyl\ \ I Provided $ 2'iY'\; Exp. Date ~-11- 0
Products/Compl/Op Required $ .4--LL.. Provided $ ."",htJiCJ Exp. Date t""
Personal & Advert Required $ -l+---L...L Provided $.\11'\ i \ \ Exp, Date
Each Occurrence Required $ -1L-.I..-l. Provided $ \ ~ t Exp. Date ---4. ,
Fire/Prop Damage Required $ 50\(,- _ Provided $_!~_ Exp. Date ~, "
Automobile Liability ,/ \41
Bodily Inj & Prop Required $..5;:ll2 b- Provided $ J~ Exp Date -!O.. \ D
Workers Compensation
Each accident Required $ \ rV\; \ l. Provided $ C::,r--.__'i- Exp Date _~
Disease Aggregate Required $ot---.L.l- Provided $ ...l.L......._,_ Exp Date --t..L-...'..J
Disease Each Empl Required $~_-'..L Provided $-4.__--'-- Exp Date _L-+~' /
Umbrella Liability ~
Each Occurrence Provided $ ~., \ \ Exp Date"". \t::l \ 0
Aggregate Provided $_.L.J ......L r~ate ---1.+-_/ I
Does Umbrella sufficiently cover any underinsured portion? Yes __No
Professional Liability ~ \ . '\ . "' \ \ .., rJ\ iO
Each Occurrence Required ~~_ Provided ~'--~ Exp, Date S.~ I
Per Aggregate Required $ .lL_-'-1_ Provided $ .~-"--'. Exp, Date 'I .........
Other Insurance ~ \.
Each Occur Type: ~~ine.Required$_.~ Provided $. ID ExpDate m, \ I
\icU? . /"
County required to be named as additional insured? ~s _No
County named as additional insured? X_Yes _No
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
/Yes
Yes
b~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond
Does dollar amollnt match contract?
Agent registered in Florida?
Yes
__No
Yes
Yes
No
No
Signature Blocks . ~
Correct executor name in signature block? ~s ~._No
Correct title of executor? ~ ~ No
Executor authorized to sign for entity? 7 ~ No
Proper number of witnesses/notary? ---Z Y es No
AuthorizatIOn for executor to SIgn, If necessary ___ ____ /_ _ _ _
Chamnau's sIgnature block? ~ _No
Clerk's attestatIOn SIgnature block? -.6'eH'" _No
County Attorney's SIgnature block? es __ _No
Attachments - ./
Are all reqUIred attachments mcluded') 0 es
. Rev"~e~ Inn"ls 9~N;U
[),lte
04 CO" 0 -<-..2
mausen 9
IOC "
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonDiana
mausen_g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul. Tech
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindaie.Oliver
. UR5 Corp
. Vanus /
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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, contacllhis office by telephone or in writing
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Florida Profit Corporation
WILSONMILLER, INC.
Filing Information
Document Number 190331
FEI/EIN Number 590761871
Date Filed 01/19/1956
State FL
Status ACTIVE
Last Event MERGER
Event Date Filed 07/23/2007
Event Effective Date NONE
Principal Address
3200 BAILEY LANE
SUITE 200
NAPLES FL 34105 US
Changed 05/01/1997
Mailing Address
3200 BAILEY LANE
SU ITE 200
NAPLES FL 34105 US
Changed 05/01/1997
Registered Agent Name & Address
DIAZ, FERMIN A
3200 BAILEY LANE
SUITE 200
NAPLES FL 34105 US
Name Changed: 01/27/2010
Address Changed: 05/01/1997
OfficerlDirector Detail
Name & Address
TitleVD
KENNEDY, MICHAEL A
1112 MARIGOLD DR
BRADENTON FL 34202
Title CFO
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IOC I
LEWIS, STEVEN C
1905 SEVILLE BLVD #321
NAPLES FL 34109
Title VP
KEMPER, DAVID A
110 HICKORY CREEK DRIVE
BRANDON FL 33511
Title P
DIAZ, FERMIN A
5186 TALLOWOOD WAY
NAPLES FL 34116
Title CEO
REYNOLDS, ALAN D
5540 12TH AVE SW
NAPLES FL 34116
Title AS
BELL, J M
376 PINE RANCH TRAIL
OSPREY FL 34229
Annual Reports
Report Year Filed Oate
2008 02/11/2008
2009 01/16/2009
2010 01/27/2010
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01/27/2010.. ANNUAL REPORT
01/16/2009.. ANNUAL REPORT
02/11/2008 n ANNUAL REPORT
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07/23/2007 .. Merger
02/19/2007.. ANNUAL REPORT
02/09/2006.. ANNUAL REPORT
11109/2005 .. Merger
02/07/2005 n ANNUAL REPORT
01/08/2004 n ANNUAL REPORT
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06/26/2002 n Merger
06/19/2002 Amendment
01/21/2002.. ANNUAL REPORT
01/19/2001.. ANNUAL REPORT
09121/2000.. ANNUAL REPORT
02/07/2000.. ANNUAL REPORT
04/12/1999 Name Change
02124/1999.. ANNUAL REPORT
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04/0711998.. ANN\JAL REPORT
05/01/1997.. ANNUAL R12PORT
06/20/1996 .. ANNUAL REPORT
05/01/1995.. ANNUAL R12PORT
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IOC
Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation Planning (CI-TRPL), Civil-
Transportation Roads (CI-Roads), Civil-Transportation Bridge (CI-Bridge), Civil-Transportation
CEI (CI-CEI), Civil-Transportation Traffic (CI-Traf), Civil-Transportation Survey (CI-Survey), and
Civl-Transportation GIS (CI-GIS)
THIS AGREEMENT is made and entered into this g4t, day of ---yv'\ OJ\.eJ.-. , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and WilsonMiller, Inc., authorized to do
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
IOC
1. Civil-Transportation Planning (CI-TRPL)
2. Civil-Transportation Roads (CI-Roads)
3. Civil-Transportation Bridge (CI-Bridge)
4. Civil-Transportation CEI (CI-CEI)
5. Civil-Transportation Traffic (CI-Traf)
6. Civil-Transportation Survey (CI-Survey)
7. and Civil-Transportation GIS (CI-GIS)
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
2
IDe
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in 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.
3
. , . __.._'__a____..__._ '~',,'_'._ "..._'_"_~.,_~~._...._,."_"._,._..
IDe
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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, P.E., LEED-AP, 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.
4
IDe
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.
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
5
10 C
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
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
6
-- --. -"'~'---_____~'__'__T"_"'_'_'''.'~'~''_''____''''''''__M..'''.__,
10 C
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 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
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document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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:
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing 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
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in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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
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Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
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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
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
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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.
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
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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.
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.
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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
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
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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.
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.
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9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A M. Best financial rating of "Class VI" or
higher.
ARTICLE 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
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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
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
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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.
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
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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.
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.
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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.
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
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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.
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
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costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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, Purchasing Building
3301 Tamiami Trail East
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Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
WilsonMiller, Inc.
3200 Bailey Lane, Suite 200
Naples, FL 34105
Phone: 239-649-4040; Fax: 239-643-5716
Attn: John C. English, P.E., 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.
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
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
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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
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.
27
IOC
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
28
IDC
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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
IOC
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:
Dwight E. Brock, Clerk
By:
Date: IY\Qk'"m 110)2010
Itteet II .. ati'''"- .
1t""t.... OIl,.
Approved as to form and
leg fficienc :
~P7
Witness
Pamela W. Kennedy,
Typed Name and Title
~\(..~
Witness
Karla R. Scott, Admin. Manager
Typed Name and Title
30
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
'~1u~ w,. ~,
By: .
Fred Coyle, Chairman
--. /'
WilsonM"r,mt" /../)/i
-~" "'~d"
~/~ '., ' .-// /?', .'/,4.:/. .//
By: .' ,.~" ',T?J?", , /Y;L<.1.Jy
Fermin A. Diaz, PE, PreSidetl
Typed Name and Title
IOC
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated ,20 (RFP/Bid 09-5262- Civil-Transportation
Planning (CI-TRPL), Civil-Transportation Roads (CI-Roads), Civil-Transportation Bridge (CI-Bridge), Civil-
Transportation CEI (CI-CEI), Civil-Transportation Traffic (CI-Traf), Civil-Transportation Survey (CI-Survey), and
Civl-Transportation GIS (CI-GIS)
This Work Order is for professionai 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 wiil 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
IOC
Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cate!:lorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
IOC
;",
''''.
.:'.
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
C-1
10 C 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
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? 1...._ 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 C I
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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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
10 Cl
(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 C 1
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
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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 CONSULTANTS professional liability policy. If no credit is available from
CONSULTANTS 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 CONSULTANTS self-insured retention and the risk of
uninsured or underinsured consultants.
C-9
10 c..,
(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
10C ~1
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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
WilsonMiller, Inc.
? .~/;iJC
~..-.,;~~
Fermin A. Diaz, PE t7
BY:
TITLE: President
DATE: February 23, 2010
0-1
10 C
ACORI). CERTIFICATE OF LIABILITY INSURANCE OP ID D9 PATE (MMIDDIYYYY)
WILSO-l 03/15/10
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
insurance and Risk Management ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Services, Inc. HOLOER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
8950 Fontana Del. Sol way #200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Naples FL 34109-4374 I
Phone: 239-649-1444 Fax:239-649-7933 I INSURERS AFFORDING COVERAGE NAIC#
INSURED .------
II.JSURER A "Mas~achusetts Bay Ins Co. 09317
II'JSURER 6 Hanover Insurance Company 01386
"---~-~--~.-
WilsonMi11er Inc. II'JSURER C Zenith Insurance Company 13269
3200 BaileJ Lane, suite 200 ".--,.-
I~IGURER D Indemnity Ins Co of N.A. 23620
Naples FL 4105 1---.----
: 1~;:3UR=R E
COVERAGES
TrlE POLICIES OF INSI_RANCE LISTED BELOW KAVE BEEN ISSUED TO TrlE INS~IRED Nf\MED ABOVE FOR THE POLlet PEqlOD INDICATED NOT'NITHST!',NDING
ANY REOUIREMCNT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH R!:SPFr::T T,) 'NHICH TIllS CERTIFICATe MAY Be ISSUED OR
MAY PERTAIN, THE IN5URl\.,NCE AFFORDED BY THE POLICIES DESCRIBED ..,ERElr'l IS SUBJ=CT TO ALL THE TER'VIS, EXCLU:::;IO\iS AND CONrJITIOr..:s OF SUCH
POLiCIES AGGREGATE LIMITS SHOWN MAY 11J>,Vr:: ElEEN REDUC!:D By PAin CLAIMS
.._.__.'_n__' I t'D~~ (JMI8~NVt 'b~Te (MMlDDIYY)
LTR N'R TYPE OF INSURANCE POLICY NUM8ER , LIMITS
GENERAL L1A81L1TY I EP-,CH OCCURRENCE $1,000,000
A X Xl COMMERCIAL (,ENEPAL UA8IL,T\ ZDJ4084082 10/01/09 10/01/10 _:Ef!~l?i_~(f_~g~-Z!~~,~__ _~ 100 ,000
.... [lU !
' I CLAlrv'S WDE X OCCUR \1[0 D(P I,Any ol'e person) $10,000
~~
A X iPer Location Aqqr XCU ~ERSONAL & PDV INJURY $1,000,000
A 1~C::~~,!.~actual Liab "0" m - 11'0 DEDUC'l'IBIJI: :;C:I.JERAL AGGREGATE ~_~L~~,' 000_
,
GEN'L AGGR;::C,ATE LIMIT APPLIES PER i ~,:..?~~c::~_._:.,:~P/O!~ $ Included
".1, rXlPR~ nLOC
POLl(Y X JEer Emp Ben, 1,000,000
! AUTOMOBILE LIABILITY , COMB NED S'''IGLE LIMIT
--.. $1,000,000
A i X N.J"AITO i ADJ4084067 10/01/09 I 10/01/10 : (Fil ;Jr;~Ir1'ln!)
, ! ! n_ ---- ."-"-"---
! ALL OVY',ll:'.llAUICS i BODIL Y IN~JURY
- , .
I SCHE]ULEO ALTOS '(p..rClerson)
!--I -------.------.--- ------
I X : HRFn AlITOS I 80DIL Y INJURY
:-------1 :P81-accidenll $
, X i r--.or..-OVY',jED AUTOS
A ~PIP - $10,000 I
Pf','OPERTY DAMAGE
. I .--. ("'tirc;GCluerll) $
.
: GARAGE lIA81l1TY , AI..I~O \Jr,L Y - EA ACCIDENT $
i
R AN' ALTO !
, : r)THER THAN EAACC $
: .-"lIT:) ONLY AGG .
! EXCESS/UMBRELLA LIABILITY ! I:'.P-'cH OCCUI--iRI:'.NCI:'. .5,000,000
~ OCCUR II CLAIMS MODE I 10/01/09 i 10/01/10 ~~~F~~~~
B ! UHJ4084076 ~....!..000~2.2._
I ----.------ -"
.
! , DEDUCTIBLE I .
:x1 RETENTION .0 .
WORKERS COMPENSATION AND X ITORYLIMI'TS I IC~k
C EMPLOYERS' LIABILITY Z069361103 i 10/01/09 10/01/10 '500,000
N.JY PROPRI!"TORlPARTNERIFXECUTIVE ~~ACH ACCIDErJT
r)FFICER/MEMBER EXCUDEUi USL&H COVERAGE '::.:.L LllbCA6..:::._~.~MP~:?,~ ~?OO ,O~O
n)'es,cescnbeunder
SPECIAL PROVISIONS below , ;:: L. DISEASE - POLICY LIMIT $ 500 ,000
OTHER
,
D PH Marine Liab ! N01246781 07/02/09 07/02/10 $1,000,000
D $2,500 Deductible ! i
DESCRIPTION OF OPERATIONS J LOCATIONS / VEHICLES / EXCLUSIONS ADOED 8Y ENDORSEMEf\IT I SPECIAL PROVISIONS
RE: Contract #09-5262 "County Wide Engineering Services " Col.lier County is
named as additional insured with respect to General Liability.
CERTIFICATE HOLDER CANCELLATION
COLLC02 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES 8E CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WlLl ENDEAVOR TO MAil 10
DAYS WRITTEN
Col.l.ier County Board of County
Commissioners
3301 East Tamiami Trail
Naples FL 34112
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAilURE TO DO SO SHALL
IMPOSE NO OBliGATION OR LIABilITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
A SENTATlVE....?
(' ~ -..
@ACORD CORPORATION 1988
ACORD 25 (2001/08)
10e
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
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
10 C
ACQRQ. CERTIFICATE OF LIABILITY INSURANCE OPID KR I DATE (MMIDDfYYYY)
WILSO-6 02/23/10
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIO
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Lykes Insurance, Inc. - WP HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P. O. Box 2703 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
Winter Park FL 32790
Phone' 407-644-5722 Fax,407-628-1363 INSURERS AFFORDING COVERAGE NAIC#
---- -....-----------
INSURED INSURER A ACE American Insurance Co.
-
INSURER B'
-~._-_.,_.._..._~_._..~--~~- ...-.
WilsonMiller, Inc. INSURER C
.
3200 Baile~ Lane~ Suite 200 INSURER 0
Naples FL 4105- 522
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED lQTHE 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 PERTA!N, 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.
LT. NS. TYPE OF INSURANCE POLICY NUMBER ~~~~rri~rD1r~E i P8k~c;EYI~':'&~~N LIMITS
.~NERAL UABILITY I EACH OCCURRENCE I
COMMERCIAL GENERAL LIABILITY PREMISES (Ea oc~r~nce) $
-- tJ CLAIMS MADE 0 OCCUR -
MED EXP (Anyone person) $
-
PERSONAL & ADV INJURY $
-
GENERAL AGGREGATE $
-
~'L AGG~EnE ~L1MIT APr~Y [PER: PRODUCTS COMP/OP AGG $
POLICY f~8T LOG --.
AUTOMOBILE LIABILITY , COMBINED SINGLE LIMIT
- i (Eaaccidenl) I
ANY AUTO
- -.
ALL OWNED AUTOS BODILY INJURY
- (Per person) I
SCHEDULED AUTOS
- -----.
f--- HIRED AUTOS BODILY INJURY
I
NON-OWNED AUTOS (Per accident)
f--
- PROPERTY DAtv1AGE I
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT I
R ANY AUTO OTHER THAN EAACC $
AUTO ONLY: -r..
, AGG I
OESSIUMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR 0 CLAIMS MADE AGGREGATE $
1-- .~--
$
.-._--
R DEDUCTIBLE $
RETENTION I I
WORKERS COMPENSATION AND ITORYl.iMI1TS I IUEFr
EMPLOYERS' LIABILITY -.-
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L EACH ACCIDENT $
-
OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYE I
If yes, describe under EL. DISEASE - POLICY LIMIT I
SPECIAL PROVISIONS below
OTHER
A Prof Liability EON G23640569 001 OS/26/09 OS/26/10 Per Claim 5,000,000
ClaimS-Made Form FULL PRIOR ACTS Aggregate 5,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS
Re: Contract #09-5262 "County Wide Engineering Services II
CERTIFICATE HOLDER CANCELLATION
Collier County
Purchasing Department
3301 Tamiami Trail East
Naples FL 34112
COLL3 3 0 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
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
ACORD 25 (2001108)
@ACORDCORPORATION 1
lOC ~;~
IMPORTANT
If the certificate holder is an AOOITIONAL INSUREO, 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 WAIVEO, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2001/08)
IOC
MEMORANDUM
Date:
March 17,2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: Kisinger Campo & Associates
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
ITEM NO.: to _y12L" 01 Sit
lOC
FILE NO.:
DATE
, ,'i idt
'r,' 'I '-'.-'
",111'.1,,' ;'.". -,''''n~.,C\,
.,~, ../', (' f : I /r~J\lC j
j
RECEIVED: ,
t ~,-Jr
1);1 ~oL~ t
,k11V0 r
C Dt
G Y'2~
~ll(;)/j)
~"J
ROUTED TO:
?0ii'} ~;"~i' I I p!ol (f .
:, ..' '1 I :~. i, , " I )., [, I,
, , ,[. u4
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 10, 2010
To:
Office of the County Attorney
Jeff Klatzkow
6~J
"b\.-U
3jlS
From:
Diana De Leon, Contract Technician
Purchasing Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: Kisinger Campo & Associates
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
www.sunbiz.org - Department of State
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Florida Profit Corporation
KISINGER CAMPO & ASSOCIATES. CORP.
Filing Information
Document Number 505419
FEIIEIN Number 591677145
Date Filed 06/17/1976
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 12/28/2000
Event Effective Date NONE
Principal Address
ONE TAMPA CITY CENTER
201 N FRANKLIN STREET, STE 400
TAMPA FL 33602
Changed 04/07/2008
Mailing Address
ONE TAMPA CITY CENTER
201 N FRANKLIN STREET, STE 400
TAMPA FL 33602
Changed 01/06/2009
Registered Agent Name & Address
GOLD, AARON J ESQ
202 S ROME AVE
SUITE 100
TAMPA FL 33606 US
Name Changed: 01/10/2005
Address Changed: 02/06/2008
Officer/Director Detail
Name & Address
Title D
CAMPO, JOAQUIN M COB
201 N. FRANKLIN STREET, SUITE 400
TAMPA FL 33602
Title D
IEntity Name Search
Submit I
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in<L doc _ number=505419&inq... 3/] 2/20] 0
www.sunbiz.org - Department of State
CAMPO. ANGELA B
201 N. FRANKLIN STREET, SUITE 400
TAMPA FL 33602
Title 0/0
CAMPO, MICHAEL J SEC
201 N. FRANKLIN STREET. SUITE 400
TAMPA FL 33602
Title 0
MENENDEZ. MARTHA
3903 SAN MIGUEL
TAMPA FL 33629
Title 0/0
MCGUCKEN, STEPHEN H CEO
201 N. FRANKLIN STREET, SUITE 400
TAMPA FL 33602
Title 0
FOLEY, PAUL G PRES
201 N. FRANKLIN STREET, SUiTE 400
TAMPA FL 33602
Annual Reports
Report Year Filed Date
2008 02/06/2008
2009 01/06/2009
2010 01/04/2010
Document Images
01/04/2010.. ANNUAL REPORT
01/06/2009.. ANNUAL REPORT
02/06/2008 ANNUAL REPORT
01/09/2007.. ANNUAL REPORT
01/11/2006 -. ANNUAL REPORT
01/10/2005 -- ANNUAL REPORT
06/14/2004.. ANNUAL REPORT
02/24/2003.. ANNUAL REPORT
02/04/2002 .. ANNUAL REPORT
02/19/2001.. ANNUAL REPORT
12/28/2000.. Amendment
01/19/2000.. ANNUAL REPORT
01/29/1999 ANNUAL REPORT
01/28/1998.. ANNUAL REPORT
01/21/1997 -- ANNUAL REPORT
01/24/1996.. ANNUAL REPORT
01/20/1995 -- ANNUAL REPORT
01/20/1995 ANNUAL REPORT
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MEMORANDUM
IOC
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Kisinger Campo & Associates
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
IOC '6
mausen g
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 2010 3:29 PM
DeLeonOiana
mausen_g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
.
AIM
Allied Universal
Ardaman
Camp Oresser & McKee
Coastal Engineering Consultants
Consul-Tech
CPH
Oavid Plummer
EMA
HDR Engineering, Inc.
Hole Montes
Johnson
Kisinger Campo & Associates ~
Tetra Tech, Inc
Tindale-Oliver
URS Corp
Vanus
Wilson Miller
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Per our discussion you will provide Risk with the required CAO RLS!Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 239-821-9370
Under Florida Law, e-mail addresses are public records If you do no! 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.
RLS # d-D'?~ 0 le:>17
CHECKLIST FOR REVIEWING CONTRACTS ~-
EntityName:_ ""~S\ ~( ~ ~a~~iccle.s Cdp I
Entity name correct on contract? 0 _~ No 1 0 C
Entity registered with FI, Sec. of State? _~Yes No
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &lor Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability
General Aggregate Required $ ~:\ \ Provided $_~n'l: \ L Exp.Oate q/. I.,....,
Products/CompVOp Required $ ~!_'-'-- Provided $ ~__'--- Exp. Oate ~
Personal & Advert Required $ ~~_ Provided $--1 1"1I:\ \ Exp. Oate ---'-'----'--L_
Each Occurrence Required $. I '- Provided $;' , . _ Exp. Dale _ , , -'L
FireiProp Damage Required $ a,V Provided $___ c::o "- Exp. Date" ~,
Automobile Liability ~
Bodily Inj & Prop Required $ c:;oa v.... Provided $l~l.1 Exp Oate q I. I. ~
Workers Compensation ~
Each accident Required $ 1'('1\: \L ProvIded $ 'SoD'I- Exp Oate ~1)
Oisease Aggregate Required $_~_~_ ProvIded $_-,-,- '--'- Exp Oate ~~'
Oisease Each Empl Required $11- _.~-( Provided $ _-.JL~ Exp Oate --.1~~,
Umbrella Liability ~
Each Occurrence Provided $ 0.0:11 Exp Oate _ q \ 10 ~
Aggregate Provided $_-,,--_ 'J. ~ate--'-!._~~I
Does Umbrella sufficiently cover any underinsured portlOn'! Yes
Professional Liability
Each Occurrence Required $ \ N'\ i \ L ProvIded $_ "2.sY1 i_ \ I Exp Date _ \ · <.. D
Per Aggregate Required $--'-!..._'_L ProvIded $ 5 m;U Exp Oate---'.L---.LJ
Other Insurance
Each Occur Type:___
_~s
k":~
=~
~_No
No
No
No
Required $____
Provided $ Exp Oate __
~J---- No
~es No
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indenmitication meet County standards?
Is County indemnifying other party?
0s
Yes
No
~
Performance Bond
Bond requirement referenced in contract?
If attached, expiralion date of bond ___________
Does dollar amount match contract?
Agent registered in Florida?
__Yes
No
Yes
Yes
No
No
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: _
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
~~
es
-J.L.)f es
-"L- Y es
No
No
No
No
Attachments
Are all required attachments included?
---~- ~--J-.- -____
=to/Yes
_ Yes
Yes
~ -RCV"~'~I"'t"I' J \7j~O
Datc'~
- - -
04-COA-OJ 030/2:!2
__No
No
No
10 C 111
Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation CEI (CI-CEI)
THIS AGREEMENT is made and entered into this ~ day of \f'/\ ov~ ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Kisinger Campo & Associates,
Corp., authorized to do business in the State of Florida, whose business address is One Tampa City
Center, 201 North Franklin Street, Suite 400, Tampa, Florida 33602 (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. Civil-Transportation CEI (CI-CEI)
1
10C
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
2
IOC I
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
10C'"
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 Paul G. Foley, P.E., 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
IOC
'.''M.
'!( ~~. :~
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
10e .'1
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
10C It
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
IOC ~
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
lOG
~
,
(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
10C ~
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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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).
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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
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.
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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.
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.
5.3.2.5
Expense of models for the OWNER'S use.
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.
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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.
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
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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
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
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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:
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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.
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10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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.
1 0.4 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
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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.
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
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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.
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
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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.
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
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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t
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:
Kisinger Campo & Associates, Corp.
201 North Franklin Street, Suite 400
Tampa, FL 33602
Phone: 813-871-5331: Fa~ 813-871-5135
Atln: Paul G. Foley, 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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II
.
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 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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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~
Date:'- I
.111"'__0-
.t.... GIll'
,
~1u~w. c+
By:
Fred Coyle, Chairman
Ap~d as to form and
~Ul-i?!~/
Assisttll,t County Attorney
7:>>r7
Vz.eM ),r'.f .cD-A)
Witness
M. L. Miller, Contracts Coordinator
/\ped N~me and Title .
~O~\
Witness
A. Bankowski~ Accounting Manager
Typed Name and Title
Kising.. Campo ~o,p.
By: rJp
Paul G. Foley, P.E., President
Typed Name and Title
30
10'C
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20
(CI-CEI)
(RFP/Bid 09-5262- Civil-Transportation CEI
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:
ScoDe 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
Oate
APPROVED BY:
Oepartment Oirector, Department Name
Date
APPROVED BY:
Oivision Administrator, Oivision
Oate
ACCEPTEO BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-1
IOC
Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Catellorv
Standard Hourlv Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
IOC
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
C-1
10C
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
IOC
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
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
loe
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
10e
CONSULTANT. Oeductibles 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
IOC
(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
10C
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
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
10C
(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
10C
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Kisinger Campo & Associates, Corp., 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Kisinger Campo & Associates, Corp.
BY 4:~:.tt1; ~
TITLE: President
DATE: Februarv 25. 2010
0-1
ACORD,.
727 461-6044 Fax: 727 442-7695
Insurance - Clearwater
DATE (MM/DDNYYY)
2 25 2010
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER Phone:
Brown & Brown
P.O. Box 2456
Suite 660
Clearwater FL
33757-2456
INSURED
Kisinger Campo &
KCCS, Inc
201 N. Franklin
Tampa FL 33602
Assoc.
Street,
COVERAGES
THE POLICIES OF INSURANCE LISTED
NOTWITHSTANDING ANY REQUIREMENT,
CERTIFICATE MAY BE ISSUED OR MAY
TE~~S, EXCLUSIONS AND CONDITIONS
INSlfAl:?O'L
L TR IN!;'Rn
A X GENERAL lIABILITY
X COMMERCIAL GENERAL LIABILITY
._-~ ,------,
______.J CLAIMS MADE :Z~ OCCUR
,lC_"Cont.ract:llaL... ..._..
~XCU Liabilitv
~'lAGGREGATElIMIT APPLIES, PER-
I I POliCY IX! ~~T ii lOC
: AUTOMOBILE LIABILITY
!Xl ANY AUTO
ALL OWNED AUTOS
1
A Ix
SCHEDULED AUTOS
~ HIRED AUTOS
NON-OWNED AUTOS
,--_: -------
~RAGE LIABILITY
! ANY AUTO
B
x
EXCESS/UMBRELLA LIABILITY
X OCCUR D CLAIMS MADE
DEDUCTIBLE
X RETENTION
110 noo
A WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
i ANY PROPRIETOR/PARTNER/EXECUTIVE
; OFFICER/MEMBER EXCLUDED?
I ~p~~I~e~~~~~I~IONS below
C i OTHER
! ?ro~essional Liability
!Claims :>1ade
Corp.
~. IN~LJRERSAFFORDING COVERAGE
INSURERA:Hartford Fire Insurance Co.
~~:~::: :_~~~~ ~~~~~~_~s~:~~;:~~~~~:ce .
INSURER 0:
NAIC#
'19682
C 9424
_~l~__Q.1.V___
,
BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
PERTAIN, 7HE INSURANCE AFFORDED BY THE ?OLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
OF S~CH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
POLICY NUMBER PRH~~:~~~~Al~,E-P'g~~JI~~hR,f~~{< - - -- LIMITS
21UUNAG7547 ,9/1/2009 19/1/2010 ,EACHOccURRENCE i $1 000 000
iDAMAGnOJ'ENTED I $10 0 0 0 0
PREMISES lEa occurencel
I MEDEXP(Anyoneperson} 1$10 000
!_~~~2~N~_L & A~Y_I~~RY ---4-.!J-~9 0 0 0 0
, GENERAL AGGREGATE i $ 2 , 000 000
PRODUCTS. COM PlOP AGG ' $ 2 -L-O 0 0 , 000
AUTO ONLY - EAACCIDENT $
EAACC ! $
-,--- ~-----
AGG: $
I. 3 000 000
'$3000000
$
-- --- --------' ----- ------
$
CANCELLATION
$1,000,000
$
$
$
21WBNW1033
,10/3/200910/3 / 2 0 1 0
x : T~~~T~]Ns ! OJ~-
.!.:.L EACH~~S;~~NT__~~~_5-9.Q.L..~LQJL_
_~~Q_I_?EASE__ EA EMPLOYEE! $ 500 000
.$500000
2,000,000
5,000,000
200,000
DESCRIPTION OF OPERATIONS I L.OCA TIONS I VEHICL.ES f EXCL.USIONS ADDED BY ENDORSEMENT I SPECIAL. PROVISIONS
ertificate Holder is an additional insured with respect to general liability, auto liability and umbrella liability.
*10 Days for Non ?ayment.
ndorsements available upon request. All insurance coverage of Insured shall be primary to any lnsurance coverage of
ertificate Holder applicable to this Agreement. The General Aggrega~e Limit applies separately to this Project.
$25,000 =or direc~ physical loss or direct phys~cal damage to valuable Papers. Excess/Umbrella Liability coverage
rovides additional coverage for General Liability, Automobile Liabili~y and Workers' Compensation/Employer Liability
ee Attached...
Ste. 400
,
! INSURER E:
,
1
9/1/2010
COMBINED SINGLE LIMIT
(Eaaccident)
CERTIFICATE HOLDER
21UENJB0852
9/1/2009
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE 7HEREOF, THE ISSUING INSURER
Collier County Government WILL ENDEAVOR TO MAIL 30' DAYS WRITTEN NOTICE TO THE
C/O Purchasing Dept. - Diana De Leon CERTIFICATE HOLDER NAMED TO THE LEF~, BUT FAILURE TO DO SO
3301 Tamiami Trail East SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON
Naples FL 34112 THE INSURER, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE ~ R.~~~
ACORD 25 (2001/08)
BODILY INJURY
(Per person)
BODILY INJURY
(Per accident)
PROPERTY DAMAGE
(Per accident)
OTHER THAN
AUTO ONLY:
21XHUAG7607
9/1/2009
19/1/2010
I EACH OCCURRENCE
! AGGREGATE
,
i
,
iAEH288295813
I
U/2/2009 'U/2/2010
E.L DISEASE. POLICY LIMIT
'Per Claim
Aggregate
Deductible
@ACORDCORPORATION1988
. DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS I SPE
policies. Contract #09 5262 for Cou~~y Wide Engineering Services and all work Orders and/or Authorizations issued
thereunder.
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
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer. and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon,
ACORD 25 (2001/08)
10 C
~
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage Read
the entire policy carefully to determine rights, duties and
what is and is not covered.
Throughout this policy the words "you" and "your" refer to
the Named Insured shown in the Declarations, and any
~ other person or organization qualifying as a Named
~ Insured under this policy The words "we", "us" and "our"
o refer to the stock insurance company member of The
Hartford providing this insurance
M
;:: The word "insured" means any person or organization
o qualifying as such under Section 11- Who Is An Insured
<-
~ Other words and phrases that appear in quotation marks
'G have special meaning. Refer to Section V -Definitions.
::i SECTION I - COVERAGES
N
N COVERAGE A BODILY INJURY AND PROPERTY
o
o DAMAGE LIABILITY
II')
\:' 1. Insuring Agreement
_ a. We will pay those sums that the insured becomes
legally obligated to pay as damages because of
"bDdily injury" or "property damage" to which this
insurance applies. We will have the right and duty
to defend the insured against any "suit" seeking
those damages. However, we will have no duty to
defend the insured against any "suit" seeking
damages for "bodily injury" or "property damage" to
which this insurance does not apply. We may. at
our discretion, Investigate any "occurrence" and
settle any claim or "suit" that may result But:
(1) The amount we will pay for damages is limited
as described In Section III - limits Of
Insurance: and
(2) Our right and duty to defend ends when we
have used up the applicable limit of insurance in
the payment of judgments or settlements under
Coverages A or B or medical expenses under
Coverage C.
No other obligation or liability to pay sums or
perform acts or services is covered unless explicitly
provided for under Supplementary Payments -
Coverages A and B.
b. This insurance applies to "bodily injury" and
"property damage" only if:
(1) The "bodily injury" or "property damage" is
caused by an "occurrence" that takes place in
the "coverage territory";
-
-
-
-
=
-
=
-
=
-
-
-
=
-
---
=
-
---
-
-
=
-
=
...
.
.
-
=
-
=
-
=
-
HG 00 01 06 05
(2) The "bodily Injury" or "property damage" occurs
during the policy period; and
(3) Prior to the policy period, no insured listed
under Paragraph 1. of Section II - Who Is An
Insured and no "employee" authorized by you to
give or receive notice of an "occurrence" or
claim, knew that the "bodily injury" or "property
damage" had occurred, in whole or in part If
such a listed Insured or authorized "employee"
knew, prior to the policy period, that the "bodily
injury" or "property damage" occurred, then any
continuation, change or resumption of such
"bodily injury" or "property damage" during or
after the policy period will be deemed to have
been known prior to the policy period.
c. "Bodily injury" or "property damage" will be deemed
to have been known to have occurred at the
earliest time when any insured listed under
Paragraph 1. of Section 11 - Who 15 An Insured or
any "employee" authorized by you to give or
receive notice of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily injury" or
"property damage" to us or any other insurer;
(2) Receives a written or verbal demand or claim
for damages because of the "bodily injury" or
"property damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or organization for
care, loss of services or death resulting at any time
from the "bodily injury"
e. Incidental Medical Malpractice
(1) "Bodily injury" arising out of the rendering of or
failure to render professional health care
services as a physician. dentist, nurse,
emergency medical technician or paramedic
shall be deemed to be caused by an
"occurrence", but only if:
(a) The physician, dentist, nurse, emergency
medical technician or paramedic is
employed by you to provide such services;
and
(b) You are not engaged in the business or
occupation of providing such services.
@ 2005 The Hartford
Page 1 of 18
(2) For the purpose of determining the limits of
insurance for incidental medical malpractice,
any act or omission together with all related acts
Dr omissions in the fumishing of these services
to anyone person will be considered one
"occurrencell .
2. Exclusions
This insurance does not apply to:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or
intended from the standpoint of the insured_ This
exclusion does not apply to "bodily injury" or
"property damage" resulting from the use of
reasonable force to protect persons or property
b. Contractual Liability
"Bodily injury" or "property damage" for which the
insured is obligated to pay damages by reason of
the assumption of liability in a contract or
agreement. This exclusion does not apply to liability
for damages:
(1) That the insured would have in the absence of
the contract Dr agreement: or
(2) Assumed in a contract or agreement that is an
"insured contract", provided the "bodily injury" or
"property damage" occurs subsequent to the
execution of the contract or agreement. Solely
for the purposes Df liability assumed in an
"insured contract", reasonable attomey fees and
necessary litigation expenses incurred by or for
a party other than an insured are deemed to be
damages because of "bodily injury" or "property
damage", provided:
(a) Liability to such party for, or for the cost of,
that party's defense has also been assumed
in the same "insured contract"; and
(b) Such attomey fees and litigation expenses
are for defense of that party against a civil or
altemative dispute resolution proceeding in
which damages to which this insurance
applies are alleged,
c. Liquor Liability
"Bodily injury" Dr "property damage" for which any
insured may be held liable by reason of:
(1) Causing or contributing to the intoxication of any
person;
(2) The furnishing of alcoholic beverages to a
person under the legal drinking age or under the
influence of aicohol; or
(3) Any statute, ordinance or regulation relating to
the sale, gift, distribution or use of alcoholic
beverages,
This exclusion applies only if you are in the
business of manufacturing, distributing, selling,
serving or fumishing alcoholic beverages
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d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers'
compensation, disability benefits Dr unempioymer'
compensation law or any simiiar law
e. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the insured arising out of and
in the course of:
(a) Employment by the insured: or
(b) Performing duties related to the conduct of
the insured's business; or
(2) The spouse, child, parent, brother or sister of
that "employee" as a consequence of
Paragraph (1) above.
This exclusion applies:
(1) Whether the insured may be liable as an
emplDyer or in any other capacity; and
(2) To any obligation to share damages with or
repay someone else who must pay damages
because of the injury
This exclusion does not apply to liability assumed
by the insured under an "insured contract".
f. Pollution
(1) "Bodily injury" or "property damage" arising out
of the actual, alleged or threatened discharge, ,_
dispersal, seepage, migration, release ~
escape of "pollutants":
(a) At Dr from any premises, site or location
which is or was at any time owned or
occupied by, or rented Dr loaned to, any
insured. However, this subparagraph does
not apply to:
(i) "Bodily injury" if sustained within a
building and caused by smoke, fumes,
vapor or soot produced by or originating
from equipment that is used to heat, cool
or dehumidify the building, or equipment
that is used to heat water for personal
use, by the building's occupants Dr their
guests:
(ii) "Bodily injury" or "property damage" for
which you may be held liable, if you are a
contractor and the owner or lessee of
such premises, site or location has been
added to your policy as an additional
insured with respect to your ongoing
operations performed for that additional
insured at that premises, site or location
and such premises, site or location is not
and never was owned Dr occupied by, or
rented or loaned to, any Insured, other
than that additional insured: or
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"Bodily injury" or "property damage"
arising out of heat, smoke or fumes from
a "hostile fire":
(b) At or from any premises, site or location
which is or was at any time used by or for
any insured or others for the handling.
storage, disposal, processing or treatment of
waste;
(e) Which are or were at any time transported,
handled, stored, treated, disposed of, or
processed as waste by or for.
(i) Any insured; or
(ii) Any person or organization for whom you
may be legally responsible;
(d) At or from any premises, site or location on
which any insured or any contractors or
subcontractors working directly or indirectly
on any insured's behalf are perfonning
operations if the "pollutants" are brought on
or to the premises, site or location in
connection with such operations by such
insured, contractor or subcontractor.
However, this subparagraph does not apply
to:
(i) "Bodily injury" or "property damage"
arising out of the escape of fuels,
lubricants or other operating fluids which
are needed to perfonn the nonnal
electrical, hydraulic or mechanical
functions necessary for the operation of
"mobile equipment" or its parts, if such
fuels, lubricants or other operating fluids
escape from a vehicle part designed to
hold, store or receive them This
exception does not apply if the "bodily
injury" or "property damage" arises out of
the intentional discharge, dispersal or
release of the fuels, lubricants or other
operating fluids, or if such fuels,
lubricants or other operating fluids are
brought on or to the premises, site or
location with the intent that they be
discharged, dispersed or released as part
of the operations being perfonned by
such insured, contractor or
subcontractor;
(ii) "Bodily injury" or "property damage"
sustained within a building and caused
by the release of gases, fumes or vapors
from materials brought into that building
in connection with operations being
perfonned by you or on your behalf by a
contractor or subcontractor; or
(Iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes from
a "hostile fire"; or
(iii)
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(e) At or from any premises, site or location on
which any insured or any contractors or
subcontractors working directly or indirectly
on any insured's behalf are perfonning
operations if the operations are to test for,
monitor, clean up, remove, contain, treat,
detoxify or neutralize, or in any way respond
to, or assess the effects of, "pollutants"
(2) Any loss, cost or expense arising out of any:
(a) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects of,
"pollutants": or
(b) Claim or suit by or on behalf of a
governmental authority for damages
because of testing for, monitoring, cleaning
up, removing, containing, treating,
detoxifying or neutralizing, or in any way
responding to, or asseSSing the effects of,
"pollutants"
However, this paragraph does not apply to
liability for damages because of "property
damage" that the insured would have in the
absence of such request, demand, order or
statutory or regulatory requirement, or such
claim or "suit" by or on behalf of a governmental
authority.
g. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising out of
the ownership, maintenance, use or entrustment to
others of any aircraft, "auto" or watercraft owned or
operated by or rented or loaned to any insured Use
includes operation and "loading or unloading"
This exclusion applies even if the claims against
any insured allege negligence or other wrongdoing
in the supervision, hiring, employment, training or
monitoring of others by that insured, if the
"occurrence" which caused the "bodily injury" or
"property damage" involved the ownership,
maintenance, use or entrustment to others of any
aircraft, "auto" or watercraft that is owned or
operated by or rented or loaned to any insured..
This exclusion does not apply to:
(1) A watercraft while ashore on premises you own
or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons for a
charge;
(3) Parking an "auto" on, or on the ways next to,
premises you own or rent, provided the "auto" is
not owned by or rented or loaned to you or the
insured;
(4) Uability assumed under any "insured contract"
for the ownership, maintenance or use of
aircraft or watercraft;
(6) "Bodily Injury" or "property damage" arising out
of the operation of any of the equipment listed in
Paragraph f,(2) or f.(3) of the definition of
"mobiie equipment"; or
(6) An aircraft that is not owned by any insured and
is hired, chartered or loaned with a paid crew.
However, this exception does not apply if the
insured has any other insurance for such "bodily
injury" or "property damage", whether the other
insurance is primary, excess, contingent or on
any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage" arising out of:
(1) The transportation of "mobile equipment" by an
"auto" owned or operated by or rented or loaned
to any insured; or
(2) The use of "mobile equipment" in. or while in
practice for, or while being prepared for. any
prearranged racing, speed. demolition. or
stunting activity.
i. War
"Bodily injury" or "property damage", however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack. by any govemment,
sovereign or other authority using military
personnel or other agents; or
(3) Insurrection, rebellion, revolution, usurped
power, or action taken by govemmental
authority in hindering or defending against any
of these
j. Damage To Property
"Property damage" to:
(1) Property you own, rent, or occupy, including any
costs or expenses incurred by you, or any other
person, organization or entity, for repair.
replacement, enhancement, restoration or
maintenance of such property for any reason,
including prevention of injury to a person or
damage to another's property:
(2) Premises you sell, give away or abandon, if the
"property damage" arises out of any part of
those premises;
(3) Property loaned to you;
(4) Personal property in the care, custody or control
of the insured:
(6) That particular part of real property on which
you or any contractors or subcontractors
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working directly or indirectly on YDur behalf are
performing operations, if the "property damage"
arises out of those operations; or
(6) Thai particuiar part of any property that must L
restored. repaired or replaced because "your
work" was incorrectly performed on it.
Paragraphs (1), (3) and (4) of this exclusion do not
apply to "property damage" (other than damage by
fire) to premises, including the contents of such
premises, rented to you for a period of 7 or fewer
consecutive days. A separate limit of insurance
applies to Damage To Premises Rented To You as
described in Section III - Limits Of Insurance.
Paragraph (2) of this exclusion does not apply if the
premises are "your work" and were never occupied,
rented or held for rental by you.
Paragraphs (3) and (4) of this exclusion do not
apply to "property damage" arising from the use of
elevators.
Paragraphs (3), (4), (5) and (6) of this exclusion do
nDt apply to liability assumed under a sidetrack
agreement.
Paragraphs (3) and (4) of this exclusion do not
apply to "property damage" to borrowed equipment
while not being used to perform operations at the
job site.
Paragraph (6) of this exclusion does not apply to
"property damage" included in the "product~
completed operations hazard".
k. Damage To Your Product
"Property damage" to "your product" arising out of it
or any part of it
I. Damage To Your Work
"Property damage" to "your work" arising out of it or
any part of it and included in the "products-
completed operations hazard"
This exclusion does not apply if the damaged work
or the work out of which the damage arises was
performed on your behalf by a subcontractDr
m. Damage To Impaired Property Or Property Not
Physically Injured
"Property damage" to "impaired property" or
property that has not been physically injured,
arising out of:
(1) A defect, deficiency, inadequacy or dangerous
condition in "your product" or "your work"; or
(2) A delay or failure by you or anyone acting on
your behalf to perform a contract or agreement
in accordance with its terms.
This exclusion does not apply to the loss of use of
other property arising out of sudden and accident,.
physical injury to "your product" or "your work" afl(
it has been put to its intended use
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n. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or expense
incurred by you or others for the loss of use,
withdrawal, recall, inspection, repair, replacement,
adjustment, removal or disposal of:
(1) ''Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work, or property is withdrawn or
recalled from the market or from use by any person
or organization because of a known or suspected
defect, deficiency, inadequacy or dangerous
condition in it
o. Personal And Advertising Injury
"Bodily injury" arising out of "personal and
advertising injury"
p. Electronic Data
Damages arising out of the loss of, loss of use of,
damage to, corruption of, inability to access, or
inability to manipulate electronic data
As used in this exclusion, electronic data means
information, facts or programs stored as or on,
created or used on, or transmitted to or from
computer software, including systems and
applications software, hard or floppy disks, CD-
ROMS, tapes, drives, cells, data processing
devices or any other media which are used with
electronically controlled equipment
q. Employment-Related Practices
"Bodily injury" to:
(1) A person arising out of any "employment-
related practices": or
(2) The spouse, child, parent, brother or sister of
that person as a consequence of "bodily injury"
to that person at whom any "employment-
related practices" are directed
This exclusion applies:
(1) Whether the insured may be liable as an
employer or in any other capacity; and
(2) To any obligation to share damages with or
repay someone else who must pay damages
because ofthe injury.
r. Asbestos
(1) "Bodily injury" or "property damage" arising out
of the "asbestos hazard".
(2) Any damages, judgments, settlements, loss,
costs or expenses that:
(a) May be awarded or incurred by reason of
any claim or suit alleging actual or
threatened injury or damage of any nature or
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kind to persons or property which would not
have occurred in whole or in part but for the
"asbestos hazard";
(b) Arise out of any request, demand, order or
statutory or regulatory requirement that any
insured or others test for, monitor, clean up,
remove, encapsulate, contain, treat, detoxify
or neutralize or in any way respond to or
assess the effects of an "asbestos hazard";
or
(c) Arise out of any claim or suit for damages
because of testing for, monitoring, cleaning
up, removing, encapsulating, containing,
treating, detoxifying or neutralizing or in any
way responding to or assessing the effects
of an "asbestos hazard".
Damage To Premises Rented To You - Exception
For Damage By Fire, Lightning Or Explosion
Exclusions c. through h. and j. through n. do not apply
to damage by flre, lightning or explosion to premises
while rented to you or temporariiy occupied by you with
permission of the owner. A separate limit of insurance
applies to this coverage as described in Section III -
Limits Of Insurance.
COVERAGE B PERSONAL AND ADVERTtSING
INJURY LIABILITY
1. Insuring Agreement
a. We will pay those sums that the insured becomes
legally obligated to pay as damages because of
"personal and advertising injury" to which this
insurance applies. We will have the right and duty
to defend the insured against any "suit" seeking
those damages.. However, we will have no duty to
defend the insured against any "suit" seeking
damages for "personal and advertising injury" to
which this insurance does not apply We may, at
our discretion, investigate any offense and settle
any claim or "suit" that may result But:
(1) The amount we will pay for damages is limited
as described in Section III - Limits Of
Insurance; and
(2) Our right and duty to defend end when we have
used up the applicable limit of insurance in the
payment of judgments or settlements under
coverages A or B or medical expenses under
Coverage C,
No other obligation or liability to pay sums or
perform acts or services is covered unless explicitly
provided for under Supplementary Payments -
Coverages A and B.
b. This insurance applies to "personal and advertising
injury" caused by an offense arising out of your
business but only if the offense was committed in
the "coverage territory" during the policy period
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2. Exclusions
This insurance does not apply to:
a. Knowing Violation Of Rights Of Another
"Personal and advertising injury" arising out of an
offense committed by, at the direction or with the
consent or acquiescence of the insured with the
expectation of inflicting "personal and advertising
injury".
b. Material Published With Knowledge Of Falsity
"Personal and advertising injury" arising out of oral,
written or electronic publication of material, if done
by or at the direction of the insured with knowledge
of its falsity.
c. Material Published Prior To POlicy Period
"Personal and advertising injury" arising out of oral,
written or electronic publication of material whose
first publication took place before the beginning of
the policy period.
d. Criminal Acts
"Personal and advertising injury" arising out of a
criminal act committed by or at the direction of the
insured.
e. Contractual Liability
"Personal and advertising injury" for which the
insured has assumed liability in a contract or
agreement. This exclusion does not apply to liability
for damages that the insured would have in the
absence of the contract or agreement
f. Breach Of Contract
"Personal and advertising injury" arising out of a
breach of cOntract, except an implied contract to use
another's "advertising idea" in your "advertisement".
g. Quality Or Performance Of Goods - Failure To
Conform To Statements
"Personal and advertising injury" ariSing out of the
failure of goods, products or services to conform
with any statement of quality or performance made
in your "advertisement"
h. Wrong Description Of Prices
"Personal and advertising injury" arising out of the
wrong description of the price of goods, products or
services.
i, Infringement Of Intellectual Property Rights
"Personal and advertising injury" arising out Df any
violation of any intellectual property rights such as
copyright, patent, trademark, trade name, trade
secret, service mark or other designation of origin
or authenticity.
However, this exclusion does not apply to
infringement, in your "advertisement", of:
(1) Copyright;
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(2) Slogan, unless the slogan is also a trademark,
trade name, service mark or other designation
of origin or authenticity; or
(3) TITle of any literary or artistic work.
j. Insureds In Media And Internet Type
Businesses
"Personal and advertising injury" committed by an
insured whose business is:
(1) Advertising, broadcasting, publishing or
telecasting;
(2) Oesigning or determining content of web sites
for others: or
(3) An Intemet search, access, content or service
provider
However, this exclusion does not apply to
Paragraphs 17.a., b. and c, of "personal and
advertising injury" under the Definitions Section.
For the purposes of this exclusion, placing an
"advertisement" for or linking to others on your web
site, by itself, is not considered the business of
advertising, broadcasting, publishing or telecasting
k. Electronic Chatrooms Or Bulletin Boards
"Personal and advertising injury" arising out of an
electronic chat room or bulletin board the insured
hosts, owns, or over which the insured exercises
control.
I. Unauthorized Use Of Another's NameC
Product
"Personal and advertising injury" arising out of the
unauthorized use of another's name or product in
your e-mail address, domain name or metatags, or
any other similar tactics to misiead another's
potential customers.
m. Pollution
"Personal and advertising injury" arising out of the
actual, alleged or threatened discharge, dispersal,
seepage, migration, release or escape of
"pollutants" at any time,
n. Pollution-Related
Any loss, cost or expense arising out of any:
(1) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in any
way respond to, or assess the effects of,
"pollutants"; or
(2) Claim or suit by or on behalf of a governmental
authority for damages because of testing for,
monitoring, cleaning up, removing, containing,
lreating, detOXifying or neutralizing, or in any
way responding to, or assessing the effects 0'
"pollutants". '
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o. War
"PersDnal and advertising injury", however caused,
arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any govemment,
sovereign or other authority using military
personnel or other agents; or
(3) Insurrection, rebellion, revolution, usurped power,
or action taken by govemmental authority in
hindering or defending against any of these.
p. Internet Advertisements And Content Of Others
"Personal and advertising injury" arising out of:
(1) An "advertisement" for others on your web site;
(2) Placing a link to a web site of others on your
web site;
(3) Content, including infonnation, sounds, text,
graphics, or images from a web site of others
displayed within a frame or border on your web
site; or
(4) Computer code, software or programming used
to enable:
(a) Your web site; or
(b) The presentation or functionality of an
"advertisement" or other content on your
web site.
q. Right Of Privacy Created By Statute
"Personal and advertising injury" arising out of the
violation of a person's right of privacy created by
any state or federa I act
However, this exclusion does not apply to liability
for damages that the insured would have in the
absence of such state or federal act
r. Violation Of Anti-Trust law
"Personal and advertising injury" arising out of a
violation of any anti-trust law
s, Securities
"Personal and advertising injury" arising out of the
fluctuation in price or value of any stocks, bonds or
other securities
t. Discrimination Or Humiliation
"Personal and advertising injury" an5tng out of
discrimination or humiliation committed by or at the
direction of any "executive officer", director,
stockholder, partner or member of the insured.
u. Employment-Related Practices
"Personal and advertising injury" to:
(1) A person arising out of any "employment-
related practices"; or
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(2) The spouse, child, parent, brother or sister of
that person as a consequence of "personal and
advertising injury" to that person at whom any
"employment-related practices" are directed.
This exclusion applies:
(1) Whether the insured may be liable as an
employer or in any other capacity; and
(2) To any obligation to share damages with or
repay someone else who must pay damages
because of the injury
v. Asbestos
(1) "Personal and advertising injury" ariSing out of
the "asbestos hazard".
(2) Any damages, judgments, settlements, loss,
costs or expenses that:
(a) May be awarded or incurred by reason of
any claim or suit alleging actual or
threatened injury or damage of any nature or
kind to persons or property which would not
have occurred in whole or in part but for the
"asbestos hazard";
(b) Arise out of any request, demand, order or
statutory or regulatory requirement that any
insured or others test for, monitor, clean up,
remove, encapsulate, contain, treat, detoxify
or neutralize or in any way respond to or
assess the effects of an "asbestos hazard";
or
(c) Arise out of any claim or suit for damages
because of testing for, monitoring, cleaning
up, removing, encapsulating, containing,
treating, detoxifying or neutralizing or in any
way responding to or assessing the effects
of an "asbestos hazard".
COVERAGE C MEDICAL PAYMENTS
1. Insuring Agreement
a. We will pay medical expenses as described below
for "bodily injury" caused by an accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the "coverage
territory" and during the policy period;
(2) The expenses are incurred and reported to us
within three years of the date of the accident;
and
(3) The injured person submits to examination, at
our expense, by physicians of our choice as
often as we reasonably require.
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b. We will make these payments regardless of fault
These payments will not exceed the applicable limit
of insurance We will pay reasonable expenses for:
(1) First aid administered at the time of an accident;
(2) Necessary medicBI, surgical, x-ray and dental
services, including prosthetic devices; and
(3) Necessary ambulance, hospital, professional
nursing and funeral services.
2. Exclusions
We will not pay expenses for "bodily injury":
a. Any Insured
To any insured, except "volunteer workers"
b. Hired Person
To a person hired to do work for or on behalf of any
insured or a tenant of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that part of premises YDU
own or rent that the person normally occupies
d. Workers Compensation And Similar Laws
To a person, whether or not an "employee" of any
insured, if benefrts for the "bodily injury" are payable
or must be provided under a workers' compensation
or disability benelils law or a similar law
e. Athletics Activities
To a person injured while practicing, instructing or
participating in any physical exercises or games,
sports, or athletic contests.
f. Products-Completed Operations Hazard
Included within the "products-completed operations
hazard".
g. Coverage A Exclusions
Excluded under Cove rag e A.
SUPPLEMENTARY PAYMENTS COVERAGES
A AND B
1, We will pay, with respect to any claim we investigate or
settle, or any "suit" against an insured we defend:
a. All expenses we incur
b. Up to $1,000 for cost of bail bonds required
because of accidents or traffic law violations arising
out of the use of any vehicle to which the Bodily
Injury Liability Coverage applies. We do not have
to furnish these bonds
c. The cost of appeal bonds or bonds to release
attachments, but only for bDnd amounts within the
applicable limit of insurance. We do not have to
furnish these bonds
d. All reasonable expenses incurred by the insured at
our request to assist us in the investigation or
defense of the claim or "suit", including actual loss
of eamings up to $500 a day because of time off
from work.
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e. All costs taxed against the insured in the "suit"
f. Prejudgment interest awarded against the insured
on that part of the judgment we pay. If we make ar
offer to pay the appiicable limit of insurance, we w
not pay any prejudgment interest based on that
period oftime after the offer
g. All interest on the full amount of any judgment that
accrues after entry of the judgment and before we
have paid, offered to pay, or deposited in court the
part of the judgment that is within the applicable
limit of insurance.
These payments will not reduce the limits of insurance.
2. If we defend an insured against a "suit" and an
indemnfiee of the insured is also named as a party to
the "suit", we will defend that indemnitee if all of the
following conditions are met:
a. The "suit" against the indemnitee seeks damages
for which the insured has assumed the Iiabilfiy of
the indemnitee in a contract or agreement that is an
"insured contract";
b. This insurance applies to such liability assumed by
the insured;
c. The obligation to defend, or the cost of the defense
of. that indemnitee, has also been assumed by the
insured in the same "insured contract";
d. The allegations in the "suit" and the information we
know about the "occurrence" are such that no
conflict appears to exist between the interests (
the insured and the interests of the indemnitee:
e. The indemnitee and the insured ask us to conduct
and control the defense of that indemnfiee against
such "suit" and agree that we can assign the same
counsel to defend the insured and the indemnitee;
and
f. The indemnitee:
(1) Agrees in writing to:
(a) cooperate with us in the investigation,
settlement or defense of the "suit";
(b) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the "suit";
(c) Notify any other insurer whose coverage is
available to the indemnitee; and
(d) Cooperate with us with respect to
coordinating other applicable insurance
available to the indemnitee: and
(2) Provides us with written authorization to:
(a) Obtain records and other information related
to the "suit"; and
(b) Conduct and control the defense of the
indemnitee in such "suit".
So long as the above conditions are met. attorneys
fees incurred by us in the defense of that indemnitee,
U~ on n.. nt: OJ:
necessary litigation expenses incurred by us and
necessary litigation expenses Incurred by the
Indemnitee at our request will be paid as
Supplementary Payments Notwithstanding the
provisions of Paragraph 2.b.(2) of Section I -
Coverage A - Bodily Injury And Property Damage
Liability, such payments will not be deemed to be
damages for "bodily injury" and "property damage" and
will not reduce the limits of Insurance
Our obligation to defend an insured's indemnitee and
to pay for attorneys' fees and necessary litigation
expenses as Supplementary Payments ends when:
a, We have used up the applicable limit of insurance
in the payment of judgments or settiements; or
b. The conditions set forth above, or the teons of the
agreement described in Paragraph f. above, are no
8 longer met
8 SECTION II - WHO IS AN INSURED
....
~ 1, If you are designated in the Declarations as:
B a. An Individual, you and your spouse are Insureds,
::i but only with respect to the conduct of a business
;:: of which you are the sole owner
g b. A partnership or joint venture, you are an insured.
~ Your members, your partners, and their spouses
· are also Insureds, but only with respect to the
conduct of your business.
",....; c. A limited liability company, you are an Insured.
, Your members are also insureds, but only with
::.... respect to the conduct of your business Your
--- managers are insureds, but only with respect to
=== their duties as your managers.
---
= d. An organization other than a partnership, jDlnt
= venture or limited liability company, you are an
_ insured Your "executive officers" and directors are
= Insureds, but only with respect to their duties as
= your officers or directors Your stockholders are
:= also insureds, but only with respect to their liability
- as stockholders
a!E!l e. A trust, you are an insured Your trustees are also
== insureds, but only with respect to their duties as
-
trustees.
Each ofthe fOllowing is also an Insured:
a. Employees and Volunteer workers
Your "volunteer workers" only while performing
duties related to the conduct of your business, or
your "employees", other than either your "executive
officers" (if you are an organization other than a
partnership, joint venture or limited liability
company) or your managers (if you are a limited
liability company), but only for acts within the scope
of their employment by you or while performing
duties related to the conduct of your business.
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However, none of these "employees" or .volunteer
workers" are insureds for:
(1) "Bodily injury" or "personal and advertising
injury":
(a) To you, to your partners or members (If you
are a partnerShip or joint venture), to your
members ~f you are a limited liability
company), to a co-"employee" while in the
course of his or her employment or
performing duties related to the conduct of
your business, or to your other "volunteer
workers" while performing duties related to
the conduct of your business;
(b) To the spouse, child, parent, brother or sister
of that co-"employee" or that "volunteer
worker" as a consequence of Paragraph
(1 )(a) above;
(c) For which there Is any obligation to share
damages with or repay someone else who
must pay damages because of the injury
described In Paragraphs (1)(a) or (b) above:
or
(d) Arising out of his or her providing or failing to
provide professional health care services
If you are not in the business of providing
professional health care services, Paragraph (d)
does not apply to any nurse, emergency
medical technician or paramedic employed by
you to provide such services.
(2) "Property damage" to property:
(a) Owned, occupied or used by,
(b) Rented to, in the care, custody or control of,
or over which physical control Is being
exercised for any purpose by
you, any of your "employees", "volunteer
workers", any partner or member (If you are a
partnership or joint venture), or any member ~f
you are a limited liability company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization while
acting as your real estate manager.
c. Temporary Custodians of Your Property
Any person or organization having proper
temporary custody of your property if you die, but
only:
(1) With respect to liability arising out of the
maintenance or use of that property: and
(2) Until your legal representative has been
appointed.
d. Legal Representative If You Die
Your legal representative if you die, but only with
respect to duties as such That representative will
n...__ ^ _~..o
have all your rights and duties under this Coverage
Part
e. Unnamed Subsidiary
Any subsidiary, and subsidiary thereof, of yours
which is a legally incorporated entity of which you
own a financial interest of more than 50% of the
voting stock on the effective date of the Coverage
Part.
The insurance afforded herein for any subsidiary
not named in this Coverage Part as a named
insured does not apply to injury or damage with
respect to which an insured under this CoverBge
Part is also an insured under another policy or
would be an insured under such policy but for its
termination or the exhaustion of its limits of
insurance.
3. Newly Acquired or Formed Organization
Any organization you newly acquire or form, other than
a partnership, joint venture or limited liability company,
and over which you maintain financial interest of more
than 50% of the voting stock, will qualify as a Named
Insured if there is no other similar insurance available
to that organization However.
a. coverage under this provision is afforded only until
the 1 Both day after you acquire or form the
organization or the end of the policy period,
whichever is earlier;
b. coverage A does not apply to "bodily injury" or
"property damage" that occurred before you
acquired or formed the organization; and
c. Coverage B does not apply to "personal and
advertising injury" arising out of an offense
committed before you acquired or formed the
organization.
4. Mobile Equipment
With respect to "mobile equipment" registered in your
name under any motor vehicle registration law, any
person is an insured while driving such equipment
alDng a public highway with your permission Any other
person or organization responsible for the conduct of
such person Is also an insured, but only with respect 10
liability arising out of the operation of the equipment,
and only if no other insurance of any kind is available
to that person or organization for this liability. However,
no person or organization is an insured with respect to:
a. "Bodily injury" to a co-"employee" of the person
driving the equipment; or
b. "Property damage" to property owned by, rented to,
in the charge of or occupied by you or the employer
of any person who is an Insured under this
provision
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5. Nonowned Watercraft
With respect to watercraft you do not own that is less
than 51 feet long and is not being used to carTV
persons for a charge, any person is an insured whii
operating such watercraft with your permission. Any
other person or organization responsible for the
conduct of such person is also an insured, but only
with respect to liability arising out of the operation of
the watercraft, and only if no other insurance of any
kind is available to that person or organization for this
liability.
However, no person or organization is an insured with
respect to:
a. "Bodily injury" to a co-"employee" of the person
operating the watercraft; or
b. "Property damage" to property owned by, rented to,
in the charge of or occupied by you or the employer
of any person who is an insured under this
provision.
6. Additional Insureds When Required By Written
Contract, Written Agreement Or Permit
The following person(s) or organizatlon(s) are an
additional insured when you have agreed, in a written
cDntract, written agreement or because of a permit
issued by a state or political subdivision, that such
person or organization be added as an additional
insured on your policy, provided the injury or damage
occurs subsequent to the execution of the contract O'
agreement
A person or organization is an additional insured under
this provision only for that period of time required by
the contract or agreement.
However, no such person or organization is an insured
under this provision If such person or organization is
included as an insured by an endorsement issued by
us and made a part of this Coverage Part
a. Vendors
Any person(s) or organization(s) (referred to below
as vendor), but only with respect to "bodily injury"
or "property damage" arising out of "your products"
which are distributed or sold in the regular course
of the vendor's business and only if this Coverage
Part provides coverage for "bodily injury" or
"property damage" included within the "products-
completed operations hazard".
(1) The insurance afforded the vendor is subject to
the following additional exclusions:
This insurance does not apply to:
(a) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reason of the assumption of
liability in a contract or agreement This
exclusion does not apply to liability fe,
damages that the vendor would have in the
absence of the contract or agreement;
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(b) Any express warranty unauthorized by you;
(c) Any physical or chemical change in the
product made intentiDnally by the vendDr:
(d) Repackaging, except when unpacked sDlely
for the purpose Df inspection, demonstration,
testing, or the substitution of parts under
instructions from the manufacturer, and then
repackaged in the Driginal cDntainer;
(e) Any failure to make such inspections,
adjustments, tests Dr servicing as the vendor
has agreed tD make or nDrmally undertakes
to make in the usual course of business, in
cDnnectiDn with the distributiDn or sale of the
products;
(f) Demonstration, installation, servicing Dr
repair operatiDns, except such Dperations
perfDrmed at the vendor's premises in
cDnnection with the sale of the product;
(g) PrDducts which, after distributiDn Dr sale by
you, have been labeled Dr relabeled or used
as a container, part or ingredient of any
other thing Dr substance by Dr fDr the
vendor; Dr
(h) "Bodily injury" Dr "property damage" arising
Dut Df the sole negligence Df the vendor for
its own acts or Dmissions or thDse of its
emplDyees or anYDne else acting on its
behalf. However, this exclusion dDes nDt
apply tD:
(i) The exceptions contained in Sub-
paragraphs (d) or (f); Dr
(ii) Such inspections, adjustments, tests or
servicing as the vendor has agreed to
make Dr nDrmally undertakes tD make in
the usual CDurse of business, in
connection with the distributiDn Dr sale Df
the products.
(2) This insurance dDes nDt apply tD any insured
person Dr organizatiDn, from whDm YDU have
acquired such products, or any ingredient, part
or container, entering into, accompanying or
containing such products.
b. Lessors of Equipment
(1) Any persDn or organization from whom you
lease equipment; but only with respect to their
liability for "bDdily injury", "property damage" or
"persDnal and advertising injury" caused, in
whole or in part, by YDur maintenance, Dperation
or use of equipment leased tD YDU by such
person Dr organization
(2) Wrth respect to the insurance afforded to these
additional insureds this insurance does not
apply to any "occurrence" which takes place
after the equipment lease expires
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c. Lessors of Land or Premises
Any person or organization from whom you lease
land or premises, but only with respect to liability
arising out of the ownership, maintenance or use Df
that part of the land or premises leased to YDU.
With respect to the insurance afforded these
additional insureds the follDwing additiDnal
exclU5iDns apply:
This insurance does not apply to:
,. Any "occurrence" which takes place after you
cease tD lease that land; Dr
2. Structural alterations, new cDnstruction or
demolition operations performed by or on behalf
of such person or Drganization
d. Architects, Engineers or Surveyors
Any architect. engineer, or surveYDr, but only with
respect to liability fDr "bodily injury", "property
damage" Dr "personal and advertising injury"
caused, in whole Dr in part, by YDur acts Dr
omissions or the acts Dr omis5iDns of those acting
on your behalf:
(1) In connection with your premises; Dr
(2) In the performance of YDur ongoing operations
performed by you or on your behalf
Wrth respect tD the insurance afforded these
additional insureds, the fDllowing additiDnal
exclusion applies:
This insurance does not apply to "bodily injury",
"property damage" or "personal and advertising
injury" arising out of the rendering of or the failure
to render any professional services by or for you,
including:
,. The preparing, approving, or failing to prepare
or approve, maps, shop drawings, opinions,
reports, surveys, field orders, change orders or
drawings and specifications; or
2. Supervisory, inspection, architectural or
engineering activities.
e. Permits Issued By State Or Political
Subdivisions
Any state or political subdivision, but only with
respect to operations performed by you or on your
behalf for which the state or political subdivision
has issued a permit
With respect to the insurance afforded these
additional insureds, this insurance does not apply
tD:
(1) "Bodily injury", "property damage" Dr "personal
and advertising injury" arising out of operatiDns
performed for the state or municipality; or
(2) "Bodily injury" or "property damage" included
within the "products-completed operations
hazard" .
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f. Any Other Party
Any other person or organization who is not an
insured under Paragraphs a. through e. above, but
only with respect to liability for "bodily injury",
"property damage" or "personal and advertising
injury" caused. in whole or in part, by your acts or
omissions or the acts or omissions Df those acting
on your behalf:
(1) In the performance of your ongoing operations;
(2) In connection with your premises owned by or
rented to you; or
(3) In connection with "your work" and included
within the "products-completed operations
hazard', but only if
(a) The written contracl or agreement requires
you to provide such coverage to such
additional insured; and
(b) This Coverage Part provides coverage for
"bDdily injury" or "property damage" included
within the "products-completed operations
hazard" .
With respect to the insurance afforded to these
additional insureds, this insurance does not apply
to:
'Bodily injury", "property damage" or "personal and
advertising injury" arising out of the rendering of, or
the failure to render, any professional architectural,
engineering or surveying services, including:
(1) The preparing, approving, or failing to prepare
or approve, maps, shop drawings, opinions,
reports. surveys. field orders, change orders or
drawings and specifications; or
(2) Supervisory. inspection, architectural or
engineering activities.
The limits of insurance that apply to additional insureds
under this provision is described in Section III - Limits
Of Insurance
How this insurance applies when other insurance is
available to the additional insured is described in the
Other Insurance Condition in Section IV - Commercial
General Liability Conditions.
No person or organization is an insured with respect to the
conduct of any current or past partnership, joint venture or
limited liability company that is not shown as a Named
Insured in the Declarations.
SECTION III - LIMITS OF INSURANCE
1. The Most We will Pay
The Limits of Insurance shown In the Declarations and
the rules below fix the most we will pay regardless of
the number of:
a. Insureds;
b. Claims made or "suits" brought; or
n.......... 4" ...~..o
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c. Persons or organizations making claims or bringing
'lsuits".
2. General Aggregate Limit
The General Aggregate Limit is the most we will pa,
for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except damages
because of "bodily injury" or "property damage"
included in the "products-completed operations
hazard"; and
c. Damages under Coverage B.
3. Products-Completed Operations Aggregate Limit
The Products-Completed Operations Aggregate Limit
is the most we will pay under Coverage A for damages
because of "bodily injury" and "property damage"
included in the "products-completed operations
hazard" .
4. Personal and Advertising Injury Limit
Subject to 2. above, the Personal and Advertising
Injury Limit is the most we will pay under Coverage B
for the sum of all damages because of all "personal
and advertising injury" sustained by anyone person Dr
organization.
5. Each Occurrence Limit
SUbject to 2. or 3. above, whichever applies, the Each
Occurrence Limit is the most we will pay for the sum
of:
a. Damages under Coverage A; and
b. Medical expenses under Coverage C
because of all "bodily injury" and "property damage"
arising out of anyone "occurrence".
6. Damage To Premises Rented To You Limit
Subject to 5. above, the Damage To Premises Rented
To You Limit is the most we will pay under Coverage A
for damages because of "property damage" to anyone
premises, while rented to you, or in the case of
damage by fire, lightning or explosion. while rented to
you or temporarily occupied by you with permission of
the owner.
In the case of damage by fire, lightning or explosion,
the Damage to Premises Rented To You Limit applies
to all damage proximately caused by the same event,
whether such damage results from fire, lightning or
explosion or any combination of these.
7. Medical Expense Limit
Subject to 5. above, the Medical Expense Limit is the
most we will pay under Coverage C for all medical
expensBs because of "bodily injury" sustained by any
one person.
8. How Limits Apply To Additional Insureds
If you have agreed in a wrltten contract or writte\
agreement that another person or organization be
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added as an additional insured on your policy, the
most we will pay on behalf of such additional insured is
the lesser of:
a. The limits of insurance specified in the written
contract or written agreement; or
b, The Limits of Insurance shown in the Declarations
Such amount shall be a part of and not in addition tD
Limits of Insurance shown in the Declarations and
described in this Section
The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to any
N remaining period of less than t2 months, starting with the
~ beginning of the policy period shown in the Declarations,
~ unless the policy period is extended after issuance for an
additional period of less than 12 months In that case, the
.... additional period will be deemed part of the last preceding
::: period fDr purpDses of determining the Limits of Insurance
:::: SECTION IV - COMMERCIAL GENERAL LIABILITY
;:'; CONDITIONS
'"
~ 1. Bankruptcy
~ Bankruptcy or insolvency of the insured or Df the
~ insured's estate will not relieve us of our obligations
~ under this CDverage Part
<;;' 2. Duties In The Event Of Occurrence, Offense, Claim
Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to it that we
are notified as soon as practicable of an
"occurrence" or an offense which may result in a
claim To the extent possible, notice should include:
(1) How, when and where the "Dccurrence" or
offense took place;
(2) The names and addresses of any injured
persons and witnesses; and
(3) The nature and location of any injury or damage
arising out of the "occurrence" or Dffense
b. Notice Of Claim
If a claim Is made or "suit" is brought against any
insured, you or any additional insured must:
(1) Immediately record the specifics of the claim or
"suit" and the date received; and
(2) Notify us as soon as practicable.
You or any additional insured must see to it that we
receive written notice of the claim or "suit" as soon
as practicable.
c. Assistance And Cooperation Of The Insured
You and any other involved insured must:
(1) Immediately send us copies of any demands,
notices, summonses or legal papers received in
cDnnection with the claim or "suit";
(2) Authorize us to obtain records and other
information;
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(3) CDDperate with us in the investigation or
settlement Df the claim or defense against the
11suit"; and
(4) Assist us, upon our request, in the enforcement Df
any right against any person or organization which
may be liable to the insured because Df injury or
damage to which this insurance may also apply.
d. Obligations At The Insureds Own Cost
No insured will, except at that insured's own cost,
voluntarily make a payment, assume any
obligation, or incur any expense, other than for first
aid, without our CDnsent.
e. Additional Insureds Other Insurance
If we cover a claim or "suit" under this Coverage
Part that may also be covered by other insurance
available to an additional insured, such additional
insured must submit such claim or "suit" tD the
Dther insurer for defense and indemnity
However, this provision does nDt apply to the
extent that you have agreed in a written contract or
written agreement that this insurance is primary
and non-contributory with the additional insured's
own insurance
f. Knowledge Of An Occurrence, Offense, Claim
Or Suit
Paragraphs a. and b. apply to you or to any
additional insured only when such "occurrence",
offense, claim or "suit" is knDwn to:
(1) You or any additional insured that is an
individual;
(2) Any partner, if you or an additional insured is a
partnership;
(3) Any manager, if you or an additional insured is a
limited liability company;
(4) Any "executive officer" Dr insurance manager, if
you or an additional insured is a corporation;
(5) Any trustee, if you or an additional insured is a
trust; Dr
(6) Any elected or appointed Dfficial, if you or an
additional insured is a pDlitical subdivislDn or
public entity
This duty applies separately to you and any additional
insured.
3. Legal Action Against Us
No person or organizatiDn has a right under this
Coverage Part:
a. To join us as a party or otherwise bring us intD a
"suit" asking for damages from an insured; or
b. TD sue us on this Coverage Part unless all of its
terms have been fully complied with.
A person or organization may sue us to recover on an
agreed settlement or on a final judgment against an
insured; but we will not be liable for damages thai are
not payable under the terms Df this Coverage Part or
P~np 1:1. nf 1R
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that are in excess of the applicable limit of insurance.
An agreed settlement means a settlement and release
of liability signed by us, the insured and the claimant or
the claimant's legal representative,
4. Other Insurance
If other valid and collectible insurance is available to
the insured for a loss we cover under Coverages A or
B of this Coverage Part, our obligations are limited as
follows:
a. Primary Insurance
This insurance is primary except when b. below
applies. If other insurance is also primary, we will
share with all that other insurance by the method
described in c. below
b. Excess Insurance
This insurance is excess over any of the other
insurance, whether primary, excess, contingent or
on any other basis:
(1) Your Work
That is Fire, Extended Coverage, Builder's Risk,
Installation Risk or similar coverage for "your
work";
(2) Premises Rented To You
That is fire, lightning or explosion insurance for
premises rented to you or temporarily occupied
by you with permission of the owner;
(3) Tenant Liability
That is insurance purchased by you to ,cover
your liability as a tenant for "property damage"
to premises rented to you or temporarily
occupied by you with permission of the owner;
(4) Aircraft, Auto Or Watercraft
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;
(5) Property Damage to Borrowed Equipment Or
Use Of Elevators
If the loss arises out of "property damage" to
borrowed equipment or the use of elevators to
the extent not subject to Exclusion j. of Section I
- Coverage A - Bodily Injury And Property
Damage Liability;
(6) When You Are Added As An Additional
Insured To Other Insurance
Any other insurance available to you covering
liability for damages arising out of the premises
or operations, or products and completed
operations, for which you have been added as
an additional insured by that insurance; or
M___ "A _& A 0
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(7) When You Add Others As An Additional
Insured To This Insurance
Any other insurance available to an additionC"
insured.
However, the following provisions apply to other
insurance available to any person or
organization who is an additional insured under
this coverage pa rt..
(a) Primary Insurance When Required By
Contract
This insurance is primary if you have agreed
in a written contract or written agreement
that this insurance be primary. If other
insurance is also primary, we will share with
all that other insurance by the method
described in c. below.
(b) Primary And Non-Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract,
written agreement, or permit that this
insurance is primary and non-contributDry
with the additional insured's own insurance,
this insurance is primary and we will not
seek contribution from that other insurance
Paragraphs (a) and (b) do not apply to other
insurance to which the additional insured has
been added as an additional insured
When this insurance is excess, we will have n
duty under Coverages A or B to defend the insureo--
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 of Insurance shown
in the Declarations of this Coverage Part.
c. 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 o'
insurance or none of the loss remains, whichevE
comes first.
11_ nn n.. n~ nr"
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,
S. Premium Audit
a. We will compute ali premiums for this Coverage
Part in accordance with our rules and rates
b. Premium shown in this Coverage Part as advance
premium is a deposit premium only At the close of
each audit period we will compute the earned
premium for that period and send notice to the first
Named Insured The due date for audit and
retrospective premiums is the date shown as the
due date on the bill. If the sum of the advance and
;:::: audit premiums paid for the policy period is greater
;:::: than the earned premium, we will return the excess
~ to the first Named Insured
If'l
r- c. The first Named Insured must keep records of the
~ information we need for premium computation, and
;::i send us copies at such times as we may request.
N
o 6. Representations
o
~ a. When You Accept This Policy
~
By accepting this policy, you agree:
(1) The statements in the Declarations are accurate
and complete:
(2) Those statements are based
representations you made to us; and
(3) We have issued this policy in reliance upon your
representations.
b. UnintentionafFaiture To Disclose Hazards
If unintentionally you should fail to disclose all
hazards relating to the conduct of your business
that exist at the inception date of this Coverage
Part, we shall not deny coverage under this
Coverage Part because of such failure
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
Transfer Of Rights Of Recovery Against Others To
Us
a. Transfer of Rights Of Recovery
If the insured has rights to recover all or part of any
payment, including Supplementary Payments, we
have made under this Coverage Part, those rights
are transferred to us The insured must do nothing
after loss to impair them At our request. the
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insured will bring "suit" or transfer those rights to us
and help us enforce them
b. Waiver Of Rights Of Recovery (Waiver Of
Subrogation)
If the insured has waived any rights of recovery
against any person or organization for all or part of
any payment, including Supplementary Payments,
we have made under this Coverage Part, we also
waive that right, provided the insured waived their
rights of recovery against such person or
organization in a contract. agreement or permit that
was executed prior to the injury or damage
9. When We Do Not Renew
If we decide not to renew this CDverage Part, we will
mail or deliver to the first Named Insured shown in the
Declarations written notice of the nonrenewal not less
than 30 days before the expiration date
If notice is mailed, proof of mailing will be sufficient
proof of notice
SECTION V - DEFINITIONS
1. "Advertisement" means the widespread public
dissemination of information or images that has the
purpose of inducing the sale of goods, products or
services through:
a. (1) Radio;
(2) Television:
(3) Billboard;
(4) Magazine:
(5) Newspaper; or
b. Any other publication that is given widespread
public distribution
However. "advertisement" does not include:
a. The design, printed material, information or images
contained in, on or upon the packaging or labeling
of any goods or products; or
b. An interactive conversation between or among
persons through a computer network,
2. "Advertising idea" means any idea for an
nadvertisementtl.
3. "Asbestos hazard" means an exposure or threat of
exposure to the actual or alleged properties of
asbestos and includes the mere presence of asbestos
in any form
4. "Auto" means a land motor vehicle, trailer or semitrailer
designed for travel on public roads, including any
attached machinery or equipment But "auto" does not
include "mobile equipment",
5. "Bodily injury" means physical:
a. Injury;
b. Sickness: or
c. Disease
sustained by a person and, if arising out of the above,
mental anguish or death at any time
D~neo...1: n~"G:
;c;
6. "Coverage territory" means:
a. The United States of America 0ncluding tts territories
and possessions), Puerto Rico and Canada;
b. International waters or airspace, but only if the
injury or damage occurs in the course of travel or
transportation between any places mcluded m a.
above; or
c. All other parts of the world if the injury or damage
arises out of:
(1) Goods or products made or sold by you in the
territory described in a. above;
(2) The activtties of a person whose home is in the
territory described in a. above, but is away for a
short time on your business: or
(3) "Personal and advertising injury" offenses that
take place through the Internet or similar
electronic means of communication
prDvided the insured's responsibility to pay damages is
determined in the United States of America 0ncluding its
territories and possessions), Puerto Rico or Canada, in a
"suit" on the merits according to the substantive law in
such temtory or in a settlement we agree to
7. "Employee" includes a "leased worker" "Employee"
does not include a "temporary worker"
8. "Employment-Related Practices" means:
a. Refusal to employ a person;
b. Termination of a person's employment; or
c. Employment-related practices, policies, acts or
omissions, such as coercion, demotion, evaluation,
reassignment, discipline, defamation, harassment,
humiliation or discrimination directed at a person
9. "Executive officer" means a person holding any of the
officer positions created by your charter, constitution,
by-laws or any other similar governing document.
10. "Hostile fire" means one which becomes uncontrollable
or breaks out from where it was intended to be.
11. "Impaired property" means tangible property, other
than "your product" or "your work", that cannot be used
or is less useful because:
a. It incorporates "your product" or "your work" thst is
known or thought to be defective, deficient,
inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract or
agreement;
if such property can be restored to use by:
a. The repair, replacement, adjustment or removal of
"your product" or "your work": or
b. Your fulfilling the terms of the contract or agreement
12. "Insured contract" means:
a. A contract for a lease of premises However, that
portion of the contract for a lease of premises that
indemnifies any person or organization for damage
by fire, lightning or explosion to premises while
lOe _
rented to you or temporarily occupied by you with
permission of the owner is subject to the Damsge
to Premises Rented To You Limit described in
Section III - Limits of Insurance:
b. A sidetrack agreement;
c. Any easement or license agreement, including an
easement or license agreement in connection with
construction or demolition operations on or within
50 feet of a railroad;
d. An obligation, as required by ordinance, to
indemnify a municipality, except in connection with
work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement
pertaining to your business (including an
indemnification of a municipaltty in connection with
work performed for a municipality) under which you
assume the tort liability of another party to pay for
"bodily injury" or "property damage" to a third
person or organization, provided the "bodily injury"
or "property damage" is caused, in whole or in part,
by you or by those acting on your behalf Tort
liability means a liability that would be imposed by
law in the absence of any contract or agreement
Paragraph f. includes that part of any contract or
agreement that indemnifies a railroad for "bodily
injury" or "property damage" arising out of
construction or demolition operations, within 50 fe~'
of any railroad property and affecting any railroa .
bridge or trestle, tracks, road-beds, tunnei,
underpass or crossing.
However, Paragraph f. does not include that part of
any contract or agreement:
(1) That indemnifies an architect, engineer or
surveyor for injury or damage arising out of:
(a) Preparing, approving, or failing to prepare or
approve, maps, shop drawings, opinions,
reports, surveys, field orders, change orders
or drawings and specifications; or
(b) Giving directions or instructions, or failing to
give them, if that is the primary cause of the
injury or damage; or
(2) Under which the insured, if an archttect, engineer
or surveyor, assumes liability for an injury or
damage arising out of the insured's rendering or
failure to render professional services, including
those listed in (1) above and supervisory,
inspection, archttectural or engineering activities.
13. "Leased worker" means a person leased to you by a
labor leasing firm under an agreement between you
and the labor ieasing firm, to perform duties related to
the conduct of your business. "Leased worker" does
not include a "temporary worker",
14. "Loading or unloading" means the handling of property:
a. After tt is moved from the place where it is accepted
for movement into or onto an aircraft, watercraft or
"auto";
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b. While it is in or on an aircraft. watercraft or "auto";
or
e. While it is being moved from an aircraft, watercraft
or "auto" to the place where it is finally delivered:
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not attached to
the aircraft, watercraft or "auto",
15. "Mobile equipment" means any of the following types
of land vehicles, including any attached machinery or
equipment:
a. Bulldozers, fann machinery, forklifts and other
vehicles designed for use principally off public
roads:
b. Vehicles maintained for use solely on or next to
premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, maintained
primarily to provide mobility to permanently
mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or reSUrfacing equipment
such as graders, scrapers or rollers;
e. Vehicles not described in a., b., c. or d. above that
are not 5elf.propelled and are maintained primarily
to provide mobility to pennanenlly attached
equipment of the following types:
(1) Air compressors, pumps and generators,
including spraying, welding, building cleaning,
geophysical exploration. lighting and well
servicing equipment; or
(2) Cherry pickers and similar devices used to raise
or lower workers:
f. Vehicles not described in a., b., c. or d. above
maintained primarily for purposes other than the
transportation of persons or cargo
However, self-propelled vehicles with the following
types of pennanently attached equipment are not
"mobile equipment" but will be considered "autos":
(1) Equipment, of at least 1,000 pounds gross
vehicle weight, designed primarily for:
(a) Snow removal:
(b) Road maintenance. but not construction or
resurfacing: or
(c) Street cleaning;
(2) Cherry pickers and similar devices mounted on
automobile or truck chassis and used to raise or
lower workers; and
(3) Air compressors, pumps and generators,
including spraying, welding, building cleaning,
geophysical exploration, lighting and well
servicing equipment
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16. "Occurrence" means an accident, including continuous
or repeated expDsure to substantially the same general
harmful conditions.
17. "Personal and advertising injury" means injury,
including consequential "bodily injury", arising out of
one or more of the following offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into, or
invasion of the right of private occupancy of a room,
dwelling or premises that a person occupies,
committed by or on behalf of its owner, landlord or
lessor;
d. Oral, written or electronic publication of material
that slanders or libels a person or organization or
disparages a person's or organization's goods,
products or services;
e. Oral, written or electronic publication of material
that violates a person's right of privacy;
f. Copying, in your "advertisement", a person's or
organization's "advertising idea" or styie of
"advertisement";
g. Infringement of copyright, slogan, or title of any
literary or artistic work, in your "advertisement": or
h. Discrimination or humiliation that results in injury to
the feelings or reputation of a natural person.
t8. "Pollutants" mean any solid, liquid, gaseous or thennal
irritant or cDntaminant, including smoke, vapor, soot,
fumes, acids, alkalis, chemicals and waste. Waste
inclUdes materials to be recycled, reconditioned or
reclaimed.
19. "Products-completed operations hazard";
a, Includes all "bodily injury" and "property damage"
occurring away from premises you own or rent and
arising out of "your product" or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed
(b) When all of the work to be done at the job
site has been completed if your contract
calls for work at more than one job site.
(e) When that part of the work done at a job site
has been put to its intended use by any
person or organization other than another
contractor or subcontractor working on the
same project.
Work that may need service, maintenance,
correction, repair or replacement, but which is
othelWise complete, will be treated as
completed,
D::anc:a 017.....f "R
b. Does not include "bodily injury" or "property
damage" arising out of:
(1) The transportation of property, unless the
injury or damage arises out of a condition in Dr
on a vehicle not owned or operated by you,
and that condition was created by the "loading
or unloading" of that vehicle by any insured;
(2) The existence of tools, un installed equipment
or abandoned or unused materials; or
(3) Products Dr operations for which the
classification, listed in the Declarations or in a
policy schedule, states that products-
completed operations are subject to the
General Aggregate Limit
20. "Property damage" means:
a. Physical injury to tangible property, including all
resulting loss of use of that property. All such loss
of use shall be deemed to occur at the time of the
physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured All such loss of use shall be
deemed to occur at the time of the "occurrence"
that caused it
As used in this definition, computerized or
electronically stored data, programs or software are
not tangible property Electronic data means
information, facts or programs:
a. Stored as or on;
b. Created or used on: or
c. Transmitted to or from;
computer software, including systems and
applications software, hard or floppy disks, CD-
ROMS, tapes, drives, cells, data processing devices
or any other media which are used with electronically
controlled equipment.
21. "Suit" means a civil proceeding in which damages
because of "bodily injury", "property damage" or
"personal and advertising injury" to which this
insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such damages
are claimed and to which the insured must submit
or does submit with our consent; Dr
b. Any other altemative dispute resolution
proceeding in which such damages are claimed
and to which the insured submits with our
consent
D..............D ,...~..o
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22. "T emporal)l worker" means a person who is
fumished to you to substitute for a permanent
"employee" on leave or to meet seasonal Dr short-
term workload conditions.
23. "Volunteer worker" means a person who
a. Is not your "employee";
b. Donates his or her work;
e. Acts at the direction of and within the scope of
duties determined by you; and
d. Is not paid a fee, salal)l or other compensation by
you or anyone else for their work performed for
you.
24. "Your product":
a. Means:
(1) Any goods Dr products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You:
(b) Others trading under your name; or
(e) A person or organization whose business
or assets you have acquired; and
(2) Containers (other than vehicles), materials.
parts or equipment fumished in connection
with such goods or products.
b. Includes
(1) Warranties or representations made at an
time with respect to the fitness, quality,
durability, performance or use of "your
product"; and
(2) The providing of or failure to provide warnings
or instructions.
e. Does nDt include vending machines or other
property rented to or located for the use of others
but not sold.
25. "Your work":
a. Means:
(1) Work or operations performed by you or on
your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations
b. Includes
(1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your work",
and
(2) The providing of or failure to provide warnings
or instructions
11_ 1\1\ t\A ",. n.-
10 C III
MEMORANDUM
Date:
March 17, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: URS Corp.
Enclosed please find one (1) copy, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Enclosures (I)
ITEM No.:{D ,PP-<.-- 0/:;;7/
FILE NO.:
',f";-'i
'I-I! 1[\1" \'
w,;\I'...., .
:;- iilt:..
" "i"'F'I'IF'"
,I I ,I,! ',,\ _.,'
DATE
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RECEIVED:
, .' '\ ; ,.., " .~
\ 1 p;, L:: 55
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ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date: March 10, 2010
To:
Office of the County Attorney
Jeff Klatzkow
51<.1
bw 01 )~-
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
. Contractor: URS Corp.
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
c: Joanne Markiewicz, Purchasing
Entity Name:..
U~2. C,
RLs#_lQ?le.. Ol~
CHECKLIST FOR REVIEWING CONTRACTS
C'~\o.:!i vI} ~ 10 C
~. c;__~
~es
.
Entity name correct on contract?
Entity registered with FL Sec. of State')
No
No
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &lor Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liabili/)'
General Aggregate Reqnired $ '2 N'I ~ \
Products/CompI/Op Reqnired $.L . ~ ,
Personal & Advert Required $ ~-"-!.._
Each Occurrence Required $ , I I ~
FirelProp Oamage Required $ C;O IL_
Automobile Liability
Bodily Inj & Prop Required $ ~O y...... Provided $ ~
Workers Compensation .
Each accident Required $k~.
Oisease Aggregate Required $ I. . .
Oisease Each Empl Required $I-~--L
Umbrella Liability
Each Occurrence Provided $ ~____
Aggregate Provided $_._.__
Does Umbrella sufficiently cover any underinsured portion?
Professional Liability L_
Each Occurrence Required $ \ rf\: \ \ Provided $ -'1 T~, \ '.
Per Aggregate Required $ ~~_.~ Provided $'-_____~__~
Other Insurance
Each Occur Type:___
-~:
~s
.K'yes
No
No
No
No
Provided$ 2m\L
Provided $__"------'-'---
Provided $----!'-I~
Provided $ It' (
Provided $ \tn:rr--
Exp.Oate.~
Exp. Date ~__~,
Exp. Date ~----1.....
Exp. Oate I. . ~
Exp. Oate .-t--o<---- tI
ExpOate ~D
Exp Oate ~L
Exp Date _~~_ ~
Exp Date~. _~___~,
Provided $ ':2M: \\
Provided $ ~___~~
Provided $.4-----'---1
Exp Oate _____
Exp Oate _~_
Yes No
Exp. Oate 6\.i~
Exp. Oate -LL_-'- 1
Required $______
Provided $
Exp Oale ___
County required to be named as additional insured?
County named as additional insured?
~
...--ves
_6s
No
No
Indemnification
Does indenmitication meet County standards?
Is County indemnifying other party?
Yes
No
L~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond
Does dollar amount match contract?
Agent registered in Florida?
Yes
No
Yes
Yes
No
No
Signature Blocks /
Correct executor name in signature block? _-rYes No
Correct title of executor? ~es No
Executor authorized to sign for entity? es No
Proper number ofwitnesses/notary? ~_ Yes No
Authorization for executor to sign, if necessary: ----------~___L._-.__~~__
Chairman's signature block? ~---.2fes ___ No
Clerk's attestation signature block? ~/ ~ -. -___No
County Attorney's signature block? 7~.-Y Yeess __ __No
Attachments t
Are all required attachments included? Yes No 5
----- .'-jk-viewerlnilials., *. . ..1 (0
n;]te:
04..COA-( 222
m'E:mun..I'\llI-U.UIYI
TO:
Ray Carter
Risk Management Department
FROM:
Diana De Leon, Contract Technician
Purchasing Department
DATE:
March 10, 2010
RE:
Review Insurance for
Engineering Services"
Contract:
#09-5262
"County-Wide
.
Contractor: URS Corp.
lOC
..
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: URS Corp.
This Contract was approved by the BCC on March 9,2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
lOC
~
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1,2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'I
Tindale-Oliver
TLC
IuRS Corp
Vanus
WilsonMiller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
10 C ~
mausen g
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday. March 10. 2010 3:29 PM
DeLeonDiana
mausen g
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul-Tech
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliv~
. UR5 Corp
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We wiil insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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.
, -~,--,..-.'---"'-'",- """'_~.~'''''-'-~''-'~'---_.'~-'---
www.sunbiz.org - Department of State
1 0 cage 1 Oj3
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Detail by Entity Name
Foreign Profit Corporation
URS CORPORATION SOUTHERN
Filing Information
Document Number 848780
FEI/EIN Number 592087895
Date Filed 04/09/1981
State CA
Status ACTIVE
Last Event NAME CHANGE AMENOMENT
Event Date Filed 04/24/2000
Event Effective Date NONE
Principal Address
600 MONTGOMERY ST.
25TH FLR.
SAN FRANCISCO CA 94111
Changed 01/05/2009
Mailing Address
600 MONTGOMERY ST.
25TH FLR.
SAN FRANCISCO CA 94111
Changed 01/05/2009
Registered Agent Name & Address
C T CORPORATION SYSTEM
1200 SOUTH PiNE ISLAND ROAD
PLANTATION FL 33324 US
Name Changed: 12/18/2000
Address Changed: 12/18/2000
OfficerlDirector Detail
Name & Address
Title V
NARDONE. MICHAEL
7650 CORPORATE CENTER DRIVE. STE 400
MIAMI FL 33126
Title V
HENRIQUEZ, STEVEN
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in<L doc _ number=848780&inq... 3/12/2010
- ._.~-,.__._,_...'- ''''-'-'---''-'.~-'"-~<--.~-----",,~,-,,_.,~,-
www.sunbiz.org - Department of State
Page 2 of3
10 C .~
7650 W. COURTNEY CAMPBELL CAUSEWAY
TAMPA FL 33607-1462
Title V
NOPPINGER. STEPHEN
315 EAST ROBINSON ST.. SUITE 245
ORLANDO FL 32801-1975
Tille PD
JANDEGIAN. GARY
600 MONTGOMERY ST, 25TH FLR.
SAN FRANCISCO CA 94111
Title S
JONES, KRISTIN L
600 MONTGOMERY STREET 25TH FLOOR
SAN FRANCISCO CA 94111
Tille V
MAYO. JAMES
1625 SUMMIT LAKE DR. SUITE 200
TALLAHASSEE FL 32317
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Contract 09-5262
"County- Wide Engineering Services" - Aerospace (AE), Project Management (PM), Civil-
Public Utilities Solid Waste (CI-Waste), Civil-Transportation Planning (CI-TRPL), and Civil-
Transportation CEI (CI-CEI)
THIS AGREEMENT is made and entered into thiSC~ day of V~(jJ~ ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and URS Corporation Southern, authorized
to do business in the State of Florida, whose business address is 2706 Horseshoe Drive, Suite 219,
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):
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1. Aerospace (AE)
2. Project Management (PM)
3. Civil-Public Utilities Solid Waste (CI-Waste)
4. Civil-Transportation Planning (CI-TRPL)
5. and Civil-Transportation CEI (CI-CEI)
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
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CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in 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.
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1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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 J. Nardone, PG, 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.
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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.
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
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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
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
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specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 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
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document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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:
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing 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
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in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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
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Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
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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
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
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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.
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
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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.
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.
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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
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
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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.
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.
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9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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
18
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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
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.
1 0.4 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
19
10 C ..1
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.
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
20
loe
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.
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.
21
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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.
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
22
10 Cl
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.
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
23
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costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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, Purchasing Building
3301 Tamiami Trail East
24
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Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
URS Corporation Southern
2706 Horseshoe Drive, Suite 219
Naples, Florida 34104
Telephone: 239-649-7208
Fax: 239-649-7216
Attn: Michael J. Nardone, P.G.
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
25
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained In this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
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
26
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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
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 exciusive 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.
27
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19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
28
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either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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,
, 'b ,-' ,~
r\
D~!!lht E. Bro~k,Gierk
B:fi
D~ly:~l~; 2glv
ItU_\ ."QIllfw. .
IfonattiMi' n,.n
MW.~.
By:
Fred W. Coyle, Chairman
\ "
. County Attorney
~"7
VA.
Witness
Mark Minne -.,Marketi. ana er
Typed Name and ~
~~Mmi~",g"
Typed Name and Titie
URS Corporation Southern
By:~
-
Michael Nardone, Vice PresidE!11t
Typed Name and Title
30
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Aerospace (AE), Project
Management (PM), Civil-Public Utilities Solid Waste (CI-Waste), Civil-Transportation Planning (CI-TRPL), and
Civil-Transportation CEI (CI-CEI))
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 titie
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel CateQorv
Standard Hourlv Rate
Inspector
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Houriy 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.
IDe "
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
C-1
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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
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)
$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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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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
SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable x Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? x Yes No
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-?
lOG J','
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
IOC ~
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
IOC ~
(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
10C
.it
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, URS Corporation Southern 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 09-5262
"County Wide Engineering Services are accurate, complete and current as
of the time of contracting.
URS Corporation Southern
BY:~-
TITLE: Michael Nardone, Vice President
DATE: 01/19/2010
D1
IDe ~
ACORD~ CERTIFICATE OF LIABILITY INSURANCE Page I DATE (MMIDDIYYYY)
~ 1 of 3 01/19/2010
PRODUCER B77-945-737B THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Willis Insurance Services of California, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
26 Century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELDW.
P. o. Box 305191
Nashville, TN 37230-5191 INSURERS AFFORDING COVERAGE NAIC#
------ --.....----..-.--.-. -~ ------- ---- ~-- ------- ------------ ------- ----- --.. -----
INSURED URS corporation Southern INSURER A: National Union Fire Ins Co of Pittsburgh 19445-100
Horseshoe Drive, Suite 21' -- -- ~.~ -- - ~- . ~ I ~ ----
2706
Naples, PL 34104 ~~SURERB: Z~!=,_ich_~~ric_~n Ir:!suraDE€l Cqmpany__ __:_1653_5-10~
-.lN~UR~~C;_:_~nB:':l~_nce .Company. of ~:t:<:~m~at_e of PA n~29-100
_!N~l!.~~~.!_l?yd' _s__of~~doIl_~_ Bri~}Bh q~mpani_~_s 15792-004
--- - -- -...----
INSURER E: Lexinaton Insurance Coltlnanv 19437-000
~
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.
INSR DD' -- - ----- . pOLicy EFfECTIVE POLICY EXPIRATIO-N-
LTR NSR TYPE OF INSURANCE POLICY NUMBER DAT MMIDDfYYYY DATE MMIDDIYYYY LIMITS
B
X GENERAL LIABILITY GL919652
;;C-'I COMMERCIAL GENERAL LIABILITY
J~ CLAIMS MADE r-iJ OCCUR
X - ::llC!J~_ BFPD __
JC, Contr_~~tual Liabil;liyj
GEN'L AGGREGATE LIMIT APPLIES PER: '
POLICY i-x- jROi LOC
l AUTOMOBILE LIABILITY BAP 9 3 8 5 215 0 0
iJtJ ANY AUTO
I : ALLOWNEDAUTOS
r=. SCHEDULED AUTOS
~_ HIRED AUTOS
~----! NON-OWNED AUTOS
, 1
--I ."------------
5/1/2009
'5/1/2010
EACH OCCURRENCE ___ ~_ 2 ~ 000 , OOQ
DAMAGE TORENTED
J"BE;rvIl$E~HEa occurenc~J S _~.....Q 00 . 000 _
M~~EXP{~nyoney_e~son)_ S _~..il_O
~~RSC?!:'JAL&AQ\I_~URY __, S 2~QLQOO__
GENERA~~9GREGAT_E ~j_~J).90. QJiL
PRODUCTS. COMPIOP AGG ; $ 2 I 0 0 O~
I _____m_ -----------
A
,5/1/2009
5/1/2010
COMBINED SINGLE LIMIT
(Eaaccidelll)
2,000,000
BODILY INJURY
{Per person)
BODILY INJURY
(Per accident}
I'
PROPERTY DAMAGE
(Peraccidelll)
AUTOONL Y" EAACCIDENT
--
RETENTION $
C : WORKERS COMPENSATION WC6988231
AND EMPLOYERS' LIABILITY Y I N
A ANY PROPRIETORJPARTNERJEXECUTIVE IN' WC6 9 8 8 2 3 4
i OFFICERJMEMBER EXCLUDED? l ~IJ I
C (MandatorylnNH) WC6988230/WC6988232
If yes, describe Ullder
SPECIAL PROVISIONS below
D OTHER
E II Professional Liability
w/Limited Contractual -
, im M '
DESCRIPTION OF OPERATIONS J LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Contract #09-5262 County-Wide Engineering Services~ Aerospace
1/1/2010
1/1/2010
1/1/2010
1/1/2011
1/1/2011
1/1/2011
EAACC i $
AGG $
~~CH OCCUR-RENCE i $
AGGREGATE $ __ __
$
,
cX_J_J:~~iIf'JHs OJ~- __
'~LEACHAC~~'?~NT____~_2_.0.o0. 000
~q~~,~?E - EA EMPLOY~~: $ 2 , 000 , OQ 0, _
'E.LDISEASE-POUCYLlMiT $ 2 000 000
1$1,000,000 Each Claim
$1,000,000 Aggregate
OTHER THAN
AUTO ONLY'
EXCESS J UMBRELLA LIABILITY
'J. _ OCCUR 0 CLAIMS MADE
.-- ---
:--! DEDUCTiBLE
PEOB01B21 PEOB01657
6502371
See Attached
CERTIFICATE HOLDER
CANCELLATION
Collier County Board of County Commissioners
3301 Tamiami Trail East
Naples, FL 34112
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 00 SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
A HORlZEDREPRESENTATI E
""^-
ACORD 25 (2009/01)
Call; 2 912 653 Tpl; 1043065 Cert: 13749714 @1988-20Q9ACORD ORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
PRODUCER
877-945-7378
DATE
01/19/2010
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
ALTER THE COVERAGE AFFORDEO BY THE POLICIES BELOW.
Willis
CERTIFICATE OF LIABILITY INSURANCE Page 2 of 3
Willis Insurance Services
26 Century Blvd.
P. O. Box 305191
Nashville, TN 37230.5191
of California, Inc.
INSURERS AFFORDING COVERAGE
NAIC#
INSURED
URS Corporation Southern
2706 Horseshoe Drive, Suite 219
Naples, FL 34104
IN~URERA: ~_~t~.9na_~_~io~__~ire In~_c:o. of Pittsl?~:r:~4^5_~_1,00
J!'lSURERB_ZurJ.~E:_Am~rJ.can Insurance Company-
!NEiURERC: IE:..Elu_:r:~!lce Com'p_a~y of the__~ta~e of p~
i INSURE_'3.!?:__~~~_~_f~ondon &: B_r~1:-_i_sh Comp~Ili_l?~__
INSURER E: Lexin ton Insurance Com an
DESCRIPTION OF OPERA T10NS/lOCA TIONSNEHICL.ES/EXClUSIONS ADDEO BY ENDORSEMENT/SPECIAL PROVISION S
1~535-~~
19429.102_
15792-004
19437-000
workers Compensation - Texas
Carrier: Illinois National Insurance Co.
Policy No.: WC6988236
Effective Dates: 1/1/2010 - 1/1/2011
Statutory Limits: $2,000,000 EL Each Accident
$2,000,000 EL Disease Each Employee
$2,000,000 EL Disease - Policy Limit
The General Liability policy includes a Severability of Interest clause where required by written
contract.
Collier County Board of County Commissioners, Collier County Government and Collier County,
Florida are included as Additional Insured(s) as respects the General Liability policy, where
required by written contract.
This insurance is Primary over any similar insurance available to any person or organization we
have added to this policy as Additional Insureds.
Co11:2912653 Tp1:1043065 Cert:13749714
lOC ~~
Page 3 of 3
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 constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2009/01)
Coll,2912653 Tpl,1043065 Cert,13749714
10 C ~
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ENDORSEMENT #
This endorsement. effective 12:01 A.M. 5/1/2009 forms a part of Policy No. GL919652
issued to URS Corporation Southern by National Union Fire Ins Co of Pittsburgh PA
ADDITIONAL INSURED- OWNERS, LESSEES, OR CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the fot/owing:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
SCHEDULE
NAME OF PERSON OR ORGANIZATION:
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY GOVERNMENT AND COLLIER
COUNTY, FLORIDA
(If no entry appears above, information required to complete this endorsement wili be shown in the
Declarations as applicabie to the endorsement.)
A. SECTION II -WHO IS AN INSURED 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 ongoing operations performed for that additional insured.
B. With respect to the insurance afforded to these additional insureds, SECTION I -
COVERAGES, COVERAGE A.. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2.
_ Exclusions, is amended to include the foliowing additional exclusion;
This insurance does not apply to "bodily injury"' or "'property damage"' occurring after:
(1) ali work, including materials. parts or equipment furnished in connection with such work,
on the project (other than 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.
(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.
Ali other terms and conditions remain unchanged.
~Vv~~~
AUTHORIZED REPRESENTATIVE
97838 (4/08)
Includes copyrighted material of
Insurance Services Office, Inc., with its pennission.
10 C -:4
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
ENDORSEMENT #
This endorsement, effective 12:01 A.M.
issued to URS Corporation Southern
5/1/2009 forms a part of Policy No. GL919652
by National Union Fire Ins Co of Pittsburgh PA
ADDITIONAL INSURED- OWNERS, LESSEES, OR CONTRACTORS - COMPLETED
OPERATIONS
This endorsement modifies insurance provided under the foHowing:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
SCHEDULE
NAME OF ADDITIONAL INSURED PERSON OR ORGANIZATION:
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY GOVERNMENT AND COLLIER
COUNTY, FLORIDA
LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS:
CONTRACT #09-5262 COUNTY-WIDE ENGINEERING SERVICES, AEROSPACE
ADDITIONAL PREMIUM:
(If No entry appears above, information required to complete this endorsement will be shown in
the Declarations as applicable to the endorsement.)
SECTION 11- WHO IS AN INSURED is amended to include as an insured;
The person or organization shown in the Schedule, but only with respect to liabiiity arising out of
"your work" at the location designated and described in the schedule of this endorsement
performed for that additional insured and included in the "products-completed operations hazard".
All other terms and conditions remain unchanged.
~~~~
AUTHORIZED REPRESENTATIVE
97837 (4/08)
Includes copyrighted material of
Insurance Services Office, Inc., with its permission.
10 C 1
MEMORANDUM
Date: March 30, 2010
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262 "County-Wide Engineering Services"
Contractor: Forge Engineering, Inc.
Attached, please find an original contract document, as referenced above,
(Item #10C) approved by the Board of County Commissioners March 9, 2010.
The Minutes and Records Department will hold the second original contract in
the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
ITEM NO.: IO-~<:""'D\S~ \
~,
. ~Q~l\i RECElvl0 C
, \ "\-'~'I..,
; "
; ~I,\ ,:, '1 ,,:
,I"~
FILE NO.:
ROUTED TO:
..'," i 2S ~\;i 22
DO NOT WRITE ABOVE THIS LINE
From:
"\
~ ~~~0
J' S5 bY
<PC~b&l
<Y t (yO
f11~.
Y S}~~~
BACKGR:~::,::.:~::::;ro'ed by the Bee " M",h 9, 2010, Age,d. "'J 1 0-,)10
Item 10.C
REQUEST FOR LEGAL SERVICES
Date:
March 15, 2010
To:
Office of the County Attorney
Jeff Klatzkow
Diana De Leon, Contract Technician
Purchasing Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: Forge Engineering, Inc.
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~~
~Vu~\L~
10C
.. ~'';-~
MEMORANDUM
FROM:
Ray Carter
Risk Management Department
Diana De Leon, Contract Technician .' (' ().y-~
Purchasing Department ..;.k-
TO:
DATE:
March 15, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Forge Engineering, Inc.
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
~'Tt REtEl'4tO .
\O\~R \6 1mn ~
_~ '/J /11
f)'~ (Jk-.
3/J0()
10C
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Thursday, March 25, 2010 8:33 AM
DeLeonDiana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
Diana, I have approved the certificate(s) of insurance provided by Forge Engineering, Inc. for contract 09-5262. The
contract will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
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Florida Profit Corporation /
FORGE ENGINEERING, INC. J
Filing Information
Document Number P07000094610
FEI/EIN Number 260804878
Date Filed 08/23/2007J
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 10/31/2007
Event Effective Date NONE
Principal Address
6200 SHIRLEY STREET
SU ITE 204
NAPLES FL 34109
Mailing Address
PO BOX 113040
NAPLES FL 34108
Changed 02/18/2008
Registered Agent Name & Address
NOL TON, ROXANN F
6200 SHIRLEY STREET
SUITE 204
NAPLES FL 34109 US
OfficerlDirector Detail
Name & Address
Title PSTD
NOLTON, ROXANN F
6200 SHIRLEY STREET
NAPLES FL 34109
TitleVD
NOL TON, MATTHEW H
6200 SHIRLEY STREET
NAPLES FL 34109
TitleVO
SPANG, WILLIAM M
http://www. sunbiz.org/scripts/cordet.exe?action= D ETFIL&in'L doc _ number= P070000946... 3/12/2010
www.sunbiz.org - Department of State
Page 2 of2
6200 SHIRLEY STREET
NAPLES FL 34109
TitleVD
LUNDBERG, RICHARD
6200 SHIRLEY STREET
NAPLES FL 34109
Annual Reports
10 C "
Report Year Filed Date
2008 02/18/2008
2009 04/07/2009
Document Images
04/07/2009 -- ANNUAL REPORT
02/18/2008 -- ANNUAL REPORT
View image in PDF f"rmat .
View image in PDFfon'\1ill'
View image in PDF format
View image in PDF format
10/31/2007 Amendment
08/23/2007 Domestic Profit
Note: This is not official record. See documents if question or conflict.
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I 11'<1\1(' I Cont,l!! U'i Do Ulll' 'It SCdi'C!'CS I LFllillCj ')i";ViV'S i FI.HIIIS i ll!:lu i
i1nd i)rivdCY F'oii'.:i!";
C.Clp~'I;lJtlt i'()II,jd, Dr,piH!."I; III l,j :;(i1\e.
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in~ doc _ number=P070000946... 3/12/2010
RLS#~~'e\S6 I
CHECKLIST FOR REVIEWING CONTRACTS
Entity Name~ (\C - 10 C
No
No
Entity name correct on contract?
Entity registered with FL Sec. of State?
Insurance ~
Insurance Certificate attached? es No J
Insured registered in Florida? ~ No _-1. It cJJ
Contract # &/or Project referenced on Certificate? lll1 \
Certificate Holder name correct (BCC)? -~'::._. Y:: z:: ~~ '> ,( t:/
Commercial General Liabili~ c:::= \. \
General Aggregate Required $ ~~",i\ l Provided $ ;;2m~ \ \ Exp. Date __~ \ 0
Products/Compl/Op Required $~ Provided $ II , I Exp. Date
Personal & Advert Required $ _ Provided $ \'f't'\~ \ \ Exp. Date ~I I
Each Occurrence Required $ Provided $ " j 1 Exp. Date __
Fire/Prop Damage Required $ _ _ Provided $ \ 00 "- Exp. Date_
Automobile Liability , ) \ \ ~
Bodily Inj & Prop Required $s,o Y Provided $ 'N\'i \ Exp Date t l D
Workers Compensation ~ _~\ t \ I r
Each accident Required $ \ YY\\ \ \ Provided $ \r<\~ \ \ Exp Date ~O
Disease Aggregate ReqUIred $ /, ' J Provided $ I ( , I Exp Date .1L.-___..L.L
Disease Each EmpI ReqUIred $~...!.. I Provided $ .' I I Exp Date --'-'-------'-_'
Umbrella Liability ~ \ ')_L \
~~~~e~~~:rrence ~;~~:~:~ ~ ~~~\ ~ ~~~ g::: ~~ -' ?
Does Umbrella sufficiently cover any underinsured portion? '>< Yes _No
Professional Liability. \ ~ $'- \ fO
Each Occurrence Required $..'1Y'Y\\ \~ _ Provided $ m. \\ Exp. Date -\ 0
Per Aggregate Required $ L I I I Provided $ r I . I Exp. Date ( I (
Other Insurance
Each Occur Type:_____..__.. Required $__ Provided $ Exp Date ~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
~ No
~ No
6s ~
Yes
Yes No
--
Yes No
---
Yes - No
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
-0s
~
~
es
y/ No ~
-----IY .. Review" ]n~::e __ ~rc~ '\.
04-COA-OIOJO/nv '\
No
No
No
No
_No
No
No
Attachments
Are all required attachments included?
10C '1
Contract 09-5262
"County- Wide Engineering Services" - Materials (MA)
THIS AGREEMENT is made and entered into this Cf'-fI-I day of IV\co..r-c..h ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Forge Engineering, Inc., authorized to
do business in the State of Florida, whose business address is 6200 Shirley Street, Suite 204,
Naples, Florida 34109 (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, CONSULT ANT has been awarded a contract for the following Engineering
Discipline(s):
1. Materials (MA)
loe"l
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULT 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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
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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.
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 Richard P. Lundberg, 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 CONSU L T ANT 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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,O. form with no limiting endorsements, must reference and identify this Agreement.
9,3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida,
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
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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 CONSU L T ANT 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.
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.
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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, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
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'M1!
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:
Forge Engineering, Inc.
P.O. Box 113040, Naples, FL 34108~II1I1II.,NG ~I>OM99 nVJV
(6200 Shirley Street, Suite 204), .... ^" L. M..
UJaples,FL 34109) ;->-f'C)l.f~1
Phone: 239-514-4100; Fax: 239-514-4161
Attn: Richard P. Lundberg
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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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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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
~.' ,',',c,.'. .c.
...~.,
By.:'....
Da~~:q-: ','.:, to
'''It. II .. ....'.
dill.". ','
By: ~W.C+
Fred Coyle, Chairman
~~t County Attorney
/~)
U le...?rt!J$td'J
itness 6'...-
Ve tlmb f, m .17 '3ml"'/ ii;:YL"binbV,.)
Typed Name and Title
ltem# ~OG
Agenda 3.q~?O D
Date
Date '3 -7....q~7.RJ1
Rec'd
30
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
,20
(RFP/Bid 09-5262. Materials (MA))
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:
Scooe 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.
Comoensation: 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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel CateClorv 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 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 polices 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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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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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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
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
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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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(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.
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SCHEDULE 0
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Forge 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
Forge Engineering, Inc.
BY:
DATE: BVB/ /()
D-1
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COR CERTIFICATE OF LIABILITY INSURANCE OP ID MR1 ""'\1I111D01Y"1'1Y)
J'OIlGB- 03/12/10
TliIS CERnF~!.-l!'JS ISSUED. ~ ~_~!fER OF_LN
ONLY AND CONFERS NO RIGHTS UPON THE CER1lFICATE
Rillk Nana~t Insurance HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P.O. Box 6187 ALTER THE COVERAGE AFFORDED BY THE POlICIES BELOW.
Fort Myers rL 33911-6187 .
Phone: 239-278-3939 Fax: 239-278-4853 INSURERS AFFORDING COVERAGE NAIC .
........ INBURERA:. First MIIrcuv Insurance
INSURER B:
~~Bu~mdn9 Inc. INSURER c:
Nap .e rL 08 INSURER 0:
, INSURER E'
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THE POUCIES OF INBURNlCE LlSlEO BELOW HAVE BEEN IssueD TO THE INSURED NAMED ABOVE FOR THE POLlCY PERIOD INDICATED. NOTWITHSTANDING
Nf't REQUtREMENT, TERM OR CQNDmON OF AJlV CONTAACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POlICIES OEscmBED HEREIN IS SUBJeCT TO ALL THE TERMS. EXCLUSIONS AND CONCrTtONS OF SUCH
P1i'i _GATE LIMIT1lSHOWN MAY HAve BEEN REDUCED BY PAlO elA'"
~ TYPE OF INSURANCE POLICY NUMIER ~ LJIIllS
~UAIII.JTY EACH OCCURRENCE .
COMMERCIAL G!N!AAl. L1M1L1TY PREMISES Ell ~\ .
- 1 ClAIMS MADE 0 OCCUR MED EXP (Anr anB pnonl .
- PERSONAL & NJV INJURY .
- GENERAl AGGREGATE .
El"~ntMTnSPER: PRODUCTS. COMPIDP AGG .
POLICY I ~ LOC
~UAIII.JTY COMBINED stNGlE LMr .
- AJ<YAUTO (E8~)
- ALL OWNED AI1TOS BODilY INJURY
.
- SCHfDUL.EO AUTOS (P.person)
- HIRED AUTOS 8000. Y INJURY
.
- NOH-OVIINEO oWTOS (Per KCldant)
r- PROPERTY DAMAGE .
(1'e>-1
_UAIlIJ1Y AUTO ONly. EA ACCIDENT .
q-AJ<YAUTO OTHER THAN EAACe .
AUTO ONLY: AGO .
EXCElS I UlllRl!LLA UA8IUTY EACH OCCURRENCE .
::J-oceUR 0 e...... MADE AGGREGATE .
- .
- IlEDUCTIlll.E .
RETENTION . ITD.Y........I ~ .
AND~UA8IJTY V I N
NtfritOrM!'OR.tftNmERlEXEC~ E.L. EACHACCIOENT .
OFFICEMlEMBER EXClUDED? E.L. DI8EA8E _EAeuPLn>n+I .
-.....
~.- ~L D.......1'OlJCY LIllY I.
PROY\8IONS bIIow
aTNER
A Pro~..lIional IMI'IIll00363 09/26/09 09/26/10 Per Claim $1,000,000
Liabili t:v DBIl P&R CLl\IN 850.( 100 .."...r......ta 81 000 000
DESCRIPTION Of 0PI!RA11ONI' LOCAllONI 'VEHICLES I excLUItONS ADDED BY ENDORSEMENT I SPECIAL pROWMQNS
COVERAGES
Colli.r Coun~ Government
Collier Coun~ ~
Att:Purchaein9/GS Director
3301 Sast Tamiami Trail
Napl.s rL 34112
CANCEUATION
stfOULD MY 01" THE ABOVE DUCRBED POLICIH BE CANCELLeD BEFORe THE EXPUtA:
COLLIER. DAT! THERIOF. nil! ISSUING INSURER W1U- ENOEAVOR 1'0 IIAIL n- DAYS wraTTEN
NCJ1'1C2 TO THE Cl!RfIlICATE HOLDER NAIlED TO,... LIFf, BUT FAILURe TO DO so SHALL
IMPOSE NOOIILIOATIDN OR UA8ILITV ()II" MV KIND UPON THlIIIUR!It, ITSAO!NTI OR:
............-
_'rM!
CERTIFICATE HOLDER
ACORD 25 (2009101)
2009 ACORD CORPORATION. AI r1g1llll..........
The ACORD ...... ond logo B.. rog_red nwtlo of ACORD
1
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COMMERCIAL GENERAL UABIUTY
CGL 084 (11 08)
loe
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -
AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT
WITH YOU - YOUR WORK
This endorsement modlfles insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
This endorsement Is subject to the terms, conditions, exclusions and any other provisions of the COMMERCIAL
GENERAL LIABILITY COVERAGE FORM or any endorsement attached thereto unless changes or additions are
indicated below.
A Section II - Who Is An Insured is amended to include as an additional Insured any person or organization for
whom you are performing operations when you and such person or organization have agreed In writing In a
contract or agreement that such person or organization be added as an additional Insured on your policy.
Such person or organization Is an additional insured only with respect to liability for "bodily injury", "property
damage" or "personal and advertising injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf
in the performance of .your wort<" for the additional insured.
S. All polley exclusions relating to you In the Commercial General Liability Coverage Form, Including any
exclusions added by endorsement, shall apply to the additional insured herein.
C. With respect to the insurance afforded to these addilionallnsureds, the following additional exclusion applies:
This insurance does not apply to "Bodily injury", "property damage" or "personal and advertising injury"
arising out ofthe rendering of, or the failure to render, any professional architectural, engineering or
surveying services, including:
1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports,
surveys, field orders, change orders or drawings and specifications; or
2. Supervisory, inspection, architectural or engineering actIVities.
D. This endorsement does not apply to any additional insureds scheduled on the CG 20 10, CG 20 37, CGL 005,
or CGL 021 endorsements, when any of those endorsements are also attached to the Commercial General
Liability Coverage Form.
CGL 084 11 08 Includes copynghted material of the Insurance Services Offi""s, Inc. with its permission.
Copyright 2008 FCCllnsurance Group.
Page 1 of1
,
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COMMERCIAL. GENB'lAL UABIUTV
CGL 025 (11 08)
. \
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFUU. Y.
. ADDInONAL INSUREDS - PRtMARYINON.cONTRIBUTORY
COVERAGE WHEN REQUIRED BY CONTRACT
me endlll'lllment rrod1lleIIlll\I!Rnoll provided under tl'e folloWl~:
OOMMERCIAL GENERAL LIABILllY COVERAGE FORM
The folloWtrg Ie lidded to SEemON IV --Commercial GenIll8I LIabIlity CondItIons, Pe~ 4, entllIed 'OIher
Insurance', 8UI&cltIon b. ertllIed 'Exce8llnauranoe', pal1lllf'8llh (1): .
ThIalnaurarm Ie llXceae Oller:
(V) Arfi dhar In.ura~ naming. an addl!lOn8lln8Urad as an IQ8II'8d......ryb881s, &IlO888, U<JI tI\ ~ or
or! anyo\her ~ ~ .Wrill:Wl~~~IV1llif,lIrW~~ be~.~
~rtd~, Tl'ewrttlBn cantnIlltmUBtbai:u'rilnll\lln a!I8cI or beCome Ilft'ectIv8 dUrlng1h8.t8rin of
tI1I8 pCllkl'i and ITUIl be.1llCllClA8d prior to the 'bOdI~. 'll'Operty damBgB' or 'plII8OI1l1 and
adveltlllng Inj~.'
CGL 025 (11 08) . Includes ocpyrIgId8d _I oIlRlUrance 8Irv!coa 0llI!>e, v.I1I1l1l1__on.
Copyrtght 2lXI8 FCCIlnourance Group:
10e'
Pogo 1 011
ItlC=-
C~R CERTIFICATE OF LIABILITY INSURANCE DATE 11llMlDDlYYYY)
OPID MR T 03/24/10
FORGE-1
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Risk Management Insurance HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P.O. Box 6187 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Fort Myers FL 33911-6187
Phone: 239-278-3939 Fax:239-278-4853 INSURERS AFFORDING COVERAGE NAIC.
INSURED INSURER A National Trust Insurance CO.
INSURER B FCCI Insurance Cnmnanv
For3e En~ine~ring Inc. INSURER C BridQefiald Enlployel'B In.. Co.
PO OX 1 3~4 INSURER 0
Naples FL 4108
, INSURER E:
~
COVERAGES
THE. POLICIES OF INSURANce LISTED BEL.OW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT. TERM OR COND1T10N OF AN'( 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 .B. TYPE OF INSURANCE POUCY NUMBER Di'T'fIM~D6NWY1 ~\f7JMlDDIYYYY LIMITS
~NERAL LIABILITY EACH OCCURRENCE . 1000000
A X COMMERCiAl GENERAL liABILITY GLOOO7126 05/01/09 05/01/10 PREMISES y~} .100000
I ClAIMS MADE ~ OCCUR MED EXP (Anyone person) .5000
~ Contractual PERSONAL & ADV INJURY .1000000
- GENERAl AGGREGATE .2000000
~'LA~E~;:: APnSIPER PRODUCTS. COMPIOP AGG .2000000
POLICY X JECT lOC I..""., Ben. 1000000
~TOM08ILE LIABIUTY COMBINED SINGLE LIMIT .1,000,000
B ~ ANY AUTO CA0010689 05/01/09 05/01/10 (Eeaccidenl)
- ALL OWNED AUTOS eODIL Y INJURY
(Per person) .
- SCHEDULED AUTOS
~ HIRED AUTOS BODILY INJURY
.
~ NON..QWNED AUTOS (Per accident)
~ PROPERTY DAMAGE .
(Perac:cident)
=F:r:LrrY AUTO ONLY - EA ACCIDENT .
OTHER TliAN EA ACC .
AUTO ONLY: 1000 .
EXCESS I UMBRELLA UABJUTY EACH OCCURRENCE .1,000,000
B ~}OCCUR 0 Cl.AlMS MADE 1096415 03/24/10 03/24/11 AGGREGATE . 1,000,000
.
~ DEDUCTIBLE .
X RETENTION .10000 .
wuKKERS COMPENSAllON X ITb',\'v"LIMITST IU~R'
AND EMPLOYERS' LIABILITY VIN
C ANY PROPRIETORIPARTNERlEXECUTIVD 0830-36416 05/01/09 05/01/10 E.L. EACH ACCIDENT .1000000
OFFICERlMEMBER EXCLUDED?
(MMdatory In NH) E'ARTNElUl/oFFlCSflS !HCWDE E,L. DISEASE - EA EMPLOYE .1000000
"~' desaibe U'lder .1000000
S ECIAL PROVISIONS below EL. DISEASE. POLICY LIMIT
OTHER
DESCRlPnON OF OPERATlONS I LOCATIONS I VEHICLES f EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Collier County Government,Co1lier County BOCC, Collier County Florida
Purchasig Dept/Purchasing Bldg are listed as additional insured in regards
to General Liability on a primary/non-contributory basis per CGL0841108.
Waiver of subrogation applies to General Liability and Workers Compensation.
emsi1: r1undberg@forgeeng.com
Collier County Government
Collier County BOCC
Att: Purchasing/GS Director
3301 East Tamiami Trail
Naples FL 34112
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRAnoN
COLLIER DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAyS WRITTEN
NOllCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO so SHALL
IMPOSE NO OBUGATlON OR UABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATlVI!S,
AU REPRESENTATlVE
CERTIFICATE HOLDER
ACORD 25 (2009/01)
9 8-2009 ACORD CORPORATION. All rights rese..ed.
The ACORD name and logo are registered marks of ACORD
/
COMMERCIAL GENERAL LIABILITY
CGL 084 (11 08)
IOC
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -
AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT
WITH YOU - YOUR WORK
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL L1ABILI'TY COVERAGE FORM
This endorsement is subject to the terms, conditions, exclusions and any other provisions of the COMMERCIAL
GENERAL L1ABILI'TY COVERAGE FORM or any endorsement attached thereto unless changes or additions are
indicated below.
A. Section II - Who Is An Insured is amended to include as an additional insured any person or organization for
whom you are performing operations when you and such person or organization have agreed in writing in a
contract or agreement that such person or organization be added as an additional insured on your policy.
Such person or organization is an additional insured only with respect to liability for "bodily injury", "property
damage" or "personal and advertising injury" caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf
in the performance 01 "your work" for the additional insured.
B. All policy exclusions relating to you in the Commercial General Liability Coverage Form, including any
exclusions added by endorsement, shall apply to the additional insured herein.
C. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies:
This insurance does not apply to "Bodily injury", "property damage" or "personal and advertising injury"
arising out of the rendering 01, or the failure to render, any professional architectural, engineering or
surveying services, including:
1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports,
surveys, field orders, change orders or drawings and specifications; or
2. Supervisory, inspection, architectural or engineering activities.
D. This endorsement does not apply to any additional insureds scheduled on the CG 20 10, CG 20 37, CGL 005,
or CGL 021 endorsements, when any of those endorsements are also attached to the Commercial General
Liability Coverage Form.
CGL 084 11 08 Includes copyrighted male rial 01 the Insurance Services Offices, Inc. with its permission.
Copyright 2008 FCCllnsurance Group.
Page 1 011
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COMMERCIAl.. GENERAL LIABiliTY
CGl 025 (11 08)
\
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSUREDS - PRIMARY/NON-CONTRIBUTORY
COVERAGE WHEN REQUIRED BY CONTRACT
This endoremert modifies insl.I'8.nce provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
The followil1;j Ie added to SECTION IV...; Commercial General liability Conditions, pan!llllr>h 4, entitied 'Olt1er
Insurance", subeactlon b. entitled 'Exceee Insurance', pal1lllreph (1):
Thle Ineurance Ie excen over:
(v) A"'I, oIh8r insurance,' ,nsmlng, a, n a.dd~lona\, lneured ae,an, InlllJ'8d"" '-...ma, ",.ry beel,e,~, contil1;jent or
on any other bEll$~.. a WrittllnOo~ lllJ8lli1icelly~IrW~!.-tl;:os be Pl'lI1\1lty am
nOl;lco!tJ:IbUllng, ThewrltlBn contract mUllt becur~ In eIlect or beCOme a1f8CtIve during the teliTl of
thIlI pblklY' and muel be exaculed prior to the 'bodl~, 'property damage' or 'p8I8Onal and
adVertising Injury.'
CGl 025 (11 08)
Includes copyrightlOd rmmrtal oIlnourance Services O!I\ce, v.tth Ita permluion.
Copyright 2008 FOO In""ranee Group.
Page 1 ot1
10C ~
MEMORANDUM
Date: March 30, 2010
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262 "County-Wide Engineering Services"
Contractor: IBI Group
Attached, please find an original contract document, as referenced above,
(Item #10C) approved by the Board of County Commissioners March 9, 2010.
The Minutes and Records Department will hold the second original contract in
the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
REQUEST FOR LEGAL SERVICES
, ,),' h5~L ,;rq~~ q~EIVE~: y
(--,GUN' Y6,TTi1Q^/EY . ~ 0
^o<r '" r " .f,_ J.t It [7';-v
,""J.', '16 AMB'") <Jlk;
~~[I
(b / 111
~)J /0
ITEM NO.: IO-w.c"'OIS?~
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
Date:
March 11, 2010
From: Diana De Leon, Contract Technician
Purchasing Department
3) J<[ ~
'Ow
sILl
To: Office of the County Attorney
Jeff Klatzkow
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: IBI Group
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~w
~\'lJj\Lo
RLS # ~O Pe..c..{) 1533>
CHECKLIST FOR REVIEWING CONTRACTS
Entity Name:::r=.BLC.~pT , rC- _-"-___._
10C
1_
Entity name correct on contract? ~~s
Entity registered with FL Sec. of State? Yes
InSlIrilllCe
Insurance Certificate attached? / Yes No
Insured registered in Florida? =-T,'fi es No
Contract # &lor Project referenced on Certificate? Zr No
Certificate Holder name correct (BCC)? y_ Yes No
Commercial General LiabilifJ!.r... l f "'2."J
General Aggregate Required$~;\\ Provldcd$ 2m.\\ Exp.Date ~IO
ProductslCompVOp Required $ I' ' I Provided $'7 l'" ,\ 'Exp Date ----'L...----.! ./
Personal & Advert Required $--,-, ". _ ProvIded $ ~ ;) I Exp. Date _ I , "I
Each Occurrence Required $ ,( t:.'-' Provided $ -':?--sG^ tri:,\\ Exp. Date -'-'--~ )
FirelProp Damage Required $~:::I__ Provided $_ Exp Date _" . I
Automobile Liability L
Bodily Inj & Prop Required $ ,CXx, \ Provided $~ l'>!ill Exp Date':..1 I '2.l)' I 0
Workers compensation:~
Each accident Required $ ~11. Provided $ ~~ Exp Date .\ \ {3 \ \ \
Disease Aggregate Required $ ~_~_ Provided $ t. . I Exp Date 'I _! I
Disease Each Empl Required $ ..J..I...__--'-/ Provided $ _LL._-"-l Exp Date I, , J
Umbrella Liability
Each Occurrence Provided $ ____~_ Exp Date __ __
Aggregate Provided $ ~__ _ Exp Date ___
Does Umbrella sufficiently cover any underinsured portion? Yes No
Professional Liability \' ( :1~1~
Each Occurrence Required $ yY'Il~"- Provided $.la:b.~ Exp, Date ,0
Per Aggregate Required $ ..J.1---'--l_ Provided $ -U...--+-j Exp. Date. III ) D
Other Insurance
Each Occur Type: Required $u____ __ Provid? _~. xp Date ~~
County required to be named as additional insured? LYey __No
County named as additional insured? ~s ~No
No
No
Indemnification
Does inderrmitication meet County standards?
Is County indenmifying other party?
0es
Yes
No
~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond _.
Does dollar amount match contract?
Agent registered in Florida?
Yes
No
Yes
Yes
No
No
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: _"_
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
~es
~:
?_Yes
-~-~~~---~es '~-- ___No
~ 7 =..:~:
1/_ y" ,^!:,: '":::: Sf};j~ho
04~COA~OI030I' ;'
No
No
No
No
Attachments
Are al1 required attachments included?
www.sunbiz.org - Department of State
loe
l,tage 1 on
"
FLORIDA DEPARTMr:NT OF STATE I~ " ,
.
D mslO~ OF C ORPOR.\llO\S oil/hi;' ~.liil '. ,.
, , f' ,!.,,-j~%i,
'*;......... };r'" ~ \
-'. '~1I.t
Home Contact Us E.Filing Services Document Searches Forms Help
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Events N~me History Submit I
Detail by Entity Name
Florida Profit Corporation
IBI GROUP, INC,
Filing Information
Document Number 614253
FEIIEIN Number 591922964
Date Filed 03/27/1979
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 02/06/2009
Event Effective Date NONE
Principal Address
2200 PARK CENTRAL BLVD.,N,
SUITE 100
POMPANO FL 33064
Changed 03/20/2006
Mailing Address
2200 PARK CENTRAL BLVD.,N.
SUITE 100
POMPANO FL 33064
Changed 03/20/2006
Registered Agent Name & Address
CORPORATE CREATIONS NETWORK INC,
11380 PROSPERITY FARMS ROAD #221E
PALM BEACH GARDENS FL 33410 US
Name Changed: 02/01/2008
Address Changed: 02/01/2008
Officer/Director Detail
Name & Address
Title PCEO
BEINHAKER, PHILIP
230 RICHMOND ST WEST
TORONTO, ONTARIO, CANADA m5v. 1v6
Title V
ST JOHN, PATREA
http://www. sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _ number=614253&inq... 3/12/2010
www.sunbiz.org- Department of State
2200 PARK CENTRAL BLVD N, STE 100
POMPANO BEACH FL 33064
Title V
SHERMAN, LAURENCE C
2200 PARK CENTRAL BLVD N, STE 100
POMPANO BEACH FL 33064
Title T
KAMERMAN, ALLAN
230 RICHMOND ST. WEST
TORONTO, ONTARIO, CANADA M5V -1V6
Title COO
WOHLFARTH, RICHARD C
2300 MAITLAND CENTER PKWY" STE, 101
MAITLAND FL 32751
Title 0
HAMILTON, JAMES A III
2200 PARK CENTRAL BLVD.,N" STE, 100
POMPANO FL 33064
Annual Reports
Report Year Filed Date
2008 04/08/2008
2009 01/21/2009
2010 01/15/2010
Document Images
01/15/2010 -- ANNUAL REPORT
02/06/2009 -- Amendment
01/21/2009 ANNUAL REPORT
04108/2008 -- ANNUAL REPORT
03/26/2007 -- ANNUAL REPORT
03/22/2006 Amendment and Name Change
03/20/2006 -- ANNUAL REPORT
05/05/2005 -- Amendment
04/25/2005 -- ANNUAL REPORT
03/24/2005 -- Amendment
01/24/2005 -- Amendment and Name Change
02/19/2004 -- ANNUAL REPORT
02/27/2003 -- ANNUAL REPORT
02/13/2002 -- ANNUAL REPORT
02/06/2001 -- ANNUAL REPORT
01/18/2001 -- Amendment
02/10/2000 -- ANNUAL f,EPORT
03/02/1999 -- ANNUAL REPORT
01/20/1998 -- ANNUAL REPORT
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IOC
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t'fge 3 of 3
05/15/1997 -- ANNI.IAL R~PORT
04/15/1996 -- ANNI.IAL REPORT
05/01/1995 -- ANNI.IAL REPORT
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IINote: This is not official record. See documents if question or conflict. I
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r-.Cf_,vri\JI1! ,'C., /C07 ':;\d[(> 01 Fi(lfFL1, !)l'p;Jrtm"',~i nf State
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in'L doc _ number=614253&inq... 3/12/2010
MEMORANDUM
10C
TO: Ray Carter
Risk Management Department
,
FROM: Diana De Leon, Contract Technician JJ '-~
Purchasing Department
DATE: March 11, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: 181 Group
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
DATE RECEIB
MAR 1 2 2010
RISK tWtt4iBDT
IOC
mausen_g
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Monday, March 15, 2010 2:39 PM
DeLeonDiana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
I have approved the certificate(s) of insurance provided by IBI Group for contract 09-5262. The contract will now be
forwarded to the county attorney's office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
lOC
'..,
,
Contract 09-5262
"County- Wide Engineering Services" - Civil-General (CI-GEN)
THIS AGREEMENT is made and entered into this ~ day of fYla vY.tl ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and IBI Group, Inc., authorized to do
business in the State of Florida, whose business address is 2200 Park Central Boulevard North, Suite
100, Pompano, Florida 33064 (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. Civil-General (CI-GEN)
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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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
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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.
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 S. Rhon Ernest-Jones, P.E., AICP, 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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.
1 0.4 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, Purchasing Building
3301 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:
IBI Group, Inc.
8805 Tamiami Trail North, Suite 215
Naples, FL 34108
Phone: 239-254-0560; Fax: 866-812-9439
Attn: S. Rhon Ernest-Jones, P.E., AICP
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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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,
Dwighls"srO/tk:.: Glerk
B : d':.,.'..: , ..'" ,.,.~,".,<,., (2),(,
y~, ,
I" ,', . .I"':"'~ ;. ";'_
Dat~; .3-!;!6 ~otl)
nf l,lft. ..~... ·
....,Il~ .1, .,".
. . ", ~. "
Approved as to form and
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By: -j"U4L
Fred Coyle, Chairman
Witness
Andrea Merker, Accounts Payable
Typed Name and Title
1/ '
/ (-'j1AJA / j(?~J.- '
Witness
Karen Kesner, Marketing Coordinator
Typed Name and Title
,., GrouP"~
By: C
Rirh~Trl r.~ Wohlf~rth. P.E.
Typed Name and Title
Associate Director/Chief Operating Officer
Item #
\()~
Agenda 3..a_"I""ID
Date ~
30
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Rec'd ? C-!
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
,20
(RFP/Bid 09-5262- Civil-General (CI-GEN)
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)
TOTAL FEE
$
$
$
$
Task I
Task II
Task III
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel CateClorv
Standard Hourlv Rate
Designer
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$10D
$115
$145
$100
$60
$130
$85
$130
$160
$180
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
loe
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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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 ofcany 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 requlie each of its subconsultants to procure and
maintain, until the completion of the sutJconsultant'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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,
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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
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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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(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, IBI Group, 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 "County
Wide Engineering Services" are accurate, complete and current as of the time of
contracting.
IBI Group, Inc.
BY:
TITLE:
DATE:
J~
Associate Director
March 4. 2010
D-1
Ioe
ACORO,. CERTIFICATE OF LIABILITY INSURANCE 'alIO 1 of 2 I March :W,'2010
PROOUCU 905-305-1054 THIS CERTlftCATE IS ISSUED AS A MATTER OF INfORMATtON
Pro-Form Insuronte Services ONLY AND CONfERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THiS CERTIFICATE DOES NOT AMEND, EXTEND OR
15 Allstate Parkway, Suite 220 ALTER THE COVERAGE AFFORDED BY TilE POl.ICIES BELOW.
Markham, ON L3R 5B4 INSURERS AFFORCING COVERAGE
INSUR~O IllSUflERk" XL ln~uronCll Com~n)' Limited
lBl GcollP1lnc. IIlSUI'lEflB: Xl. Snecinlty Insurance Comnanv
2200 Park Central Blvd. N. INSUAERC
Suite 100 INS~EAO:
Pom~no Beach, FL 33064 lH&Un!PiE:
COVERA~ES
THE POl..ICIES OF INSUF\ANCE uaTEO BElOW HAVE BEEN ISSUED TO tHE INSURED NMIEDABOVE FOR THE POLICY PERIOD INDICATED NOn'JI1HSTANOING
AAY REQVlR~ENT. TERM OR CONomON OF AWl CONTRACT Oft OTHeR OOCUUENT WITH RESPECT TO WHICH THIS CEATIFlCATE MAY Be ISSUED OR
IAAY PI!RTAlNQ THe,1NSUAANCI! AFFORCED BY THe POl.IC1ES DESCRIBeD HEREIN IS SUBJECT TO ALllHE TERMS EXCI.USIONS AND CONornONS OF SUCH
POlICIES. AG REO^T~ LIMITS SHOWN MAY HAVE BEEN REOUCED BY PAlO CLAIM$.
lNSA' np!OPlf4SURANCI! POUCYNUM8ER , F Ill' P LI XIRt , tJMlt8
,
..!!...EHI!AALUAIlIUT'l' EACH CX:CURRl!NCI! I t 2000,000. US
A .x 3~ERC1ALOENE.RAL LIAIlIUTY CAOOOO0956L109A FIRe OAMAGE IAnvOr'l' ar.\ o $50.0oo.lJ5
ClJ,lMSl.lAOE lXJ OCCUR 04/30109 04/30/1 0 MEOEXP(AnyOM en.on'
- 0
PEMONALa.M:>VJNJURY , 2000 000. US
GENEAALAGGREGAtE. I ~ 2,000,000.U'
~,LAOO:nEIUMlTAPnIPER; f'ROCL'CTS _ COMP.oP AGO 0 2,000,000. US
POlICY ~,Qr. Inr:
-!....UTOII08lL. LIABlUTY COMa~OlSINGlE\.JMIT 0 2,000,000. US
A - AN'1 AIJtO CAOoo00956U09A 04130109 leuoeld."l)
04130110
- ALlO\'iNEOAlIJ08 6OOtl'1\NJURY $ 500,OOO.US
'- sctit:OOLfOAUTOS (PIIP"W")
tx HlMD,\VTOS eOOllYINJUAY
0
"''QN.ah'NEO AUTOS (hrKdd....l)
>- PROPUllY DAMAGe 0 5oo,OOO.lJ5
(Perai:ddelll)
~IU,QI!.UAfIlUrv AIJlOONLY.EAACClo!WT 0
N<Y '""0 OTI1eATHAN ""CO 0
Al.JfOONlY: ,GO 0
=r~llA'IU'rY EACHOXURFll:NCe 0
CCCUR 0 CLAlN9LtAOe AGGREGAU .
MEDEXP /AnvOIl8 DWIOO) ,
=t ~WUCTl8U; f1REOM\AGE(If\)'Q"'IIfi~) .
Fl~Oti . 0
WQRKtAS COMPI!NSA'OONAJIO t,w,;qjllJ/<,I'lbll!.
,I.UPLOYERt'UABlUTY I.
E L EACHACelDfNT
elClSEASE-EAEMPlOVEE $
E.LDlsUsfoPOl.JOYUMll I..
n OlM!;;R USSI,OOO,Ooo per cla,"
Professlollal Liability DPR 961S685 0.t130109 04130110 USSl,OOO,OOO afIl1\lEll nggrcgotc
OQCRlPTlOW 0' OPlIU.PONM.OCAnOHIIYEHICLUl&XClUSlc>>IS ADDEO BY UlOOl\HME>>JI8P~AL Pfl,OV1$lOt18
Project: Counlyv,(de Engineering Services
"Collier County Board of County CommissIoners" ~ added as additional insured to Commercia! General Uebillty/Non-ovmed Auto but only
With respect to the Uabllity arisIng out of the operations of the named Insured.
CERTIFICATe HOLDER I CANr.!LL6nnN
$HOUltl AN'fOFTliIAIOVIDl!.SCRIBlOPOUCIQ at OAllOllLW GUORI 1M. !J(PlAATION
Collier County Board of County Commissioners OATB TtIU1EOll THB }SeUING (taURER WILL l!.HOUoVOR TO MAlL 1L DAYS WRITTI!H
Attn: Administrative Services DivisionIPul'chasing Nonet. rOtHe CERl1ACATe:HOlOER. HAMeD TO TIll LIFT "lJf FAIL\JRI! TO 00 10 $HAl\.
3301 Tamiami Trsil Esst IMP06B HO OBUQATlON OR. UAB1I.ITV Of ANY KIND UfON lHIIHSURfR.lfS AO!Nl"S OR
Naples, FL 34112 flr.PRUV.....TWE9.
.u,~_~~~ _ .
" I .1 r '''''''-'
ACORD 25-S (7197)
serv~R~ CORPORATiON 1988
IDe
Page 2 of 2
IMPORTANT
If the certlflcate holder Is an ADDITIONAL INSURED, the pollcyQas) must be endorsed, A statement
on thIs cartlllcate does not confer rights to the certlticata holder In lieu of such endorsement(s)
If SUBROGATION IS WAIVED, subJect to tho terms and conditions of Ihe policy, certain policies may
requIre an endorsement. A statement on Ihls certificate does not confer rights to the certificate
holder In lieu of such endorsement(s).
DISCLAIMER
rho Certtnoalo of Insurance on the reV8rS8 aide of lhls form does not constitute a contract between
the IssuIng lnsurer(s), authorized representative or producer. and the certH1cate holder. roOr does It
aWrmatlve\y or negaltvely amend, exlend or altar 'he coverage afforded by the polIcies listed thereon,
ACORD 25.S (7197)
Col1110539S9 TP112,S114 ce:tl4619367
IDe
ACORD,. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/ODfYYYY)
03/03/2010
PRODUCER THIS CERTIFtCATE is ISSUED AS A MATTER OF INFORMATION
HUB Inl'l New England LLC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
299 Batlardvale St HOLDER. THIS CERTtFICA TE DOES NOT AMEND. EXTEND OR
ALTER THE COVERAGE AFfORDED BY THE POLICIES BELOW.
Wilmington, MA 01887
INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Hartford Underwriters Insurance
IBI Group Inc INSURER B:
2200 Park Central Blvd., Ste 100 INSURER c:
Pompano Beach, FL 33064-4631 INSURER D:
INSURER E'
Clienl#' 47645
IBIGROUP
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
L TR NSR TYPE OF INSURANCE POLICY NUMBER 62}~Sx'~~~6~~~~ I ';..~~~~ri~J6~~~$~ LIMITS
~NERAl LIABILITY
_ hMERCIAL GENERAL LIABILITY
~ \----J CLAIMS MADE D OCCUR
-
-
~'l AGGRE~E .lIMIT AP~S PER:
I POLICY I I jtf-9-r I IlOC
~TOMOBllE LIABILITY
_ ANY AUTO
_ ALL OWNED AUTOS
_ SCHEDULED AUTOS
_ HIRED AUTOS
_ NON-OWNED AUTOS
$
$
,
$
$
PRODUCTS - COMP/OP AGG $
EACH OCCURRENCE
DAMAGE TO RENTED
MEO EXP (Anyone person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
~:GE LIABILITY
I ANY AUTO
COMBINED SINGLE LIMIT $
(Eaaccidenl)
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $
(Peraccidenl)
AUTO ONLY - EA ACCIDENT $
OTHER THAN EAACC ,
AUTO ONLY: AGG $
EACH OCCURRENCE $
AGGREGATE $
$
S
$
~ESS J UMBRELLA LIABILITY
~ OCCUR D CLAIMS MADE
I DEDUCTIBLE
I ~ETENTlON $
A WORKERS COMPENSATION AND 08WELD5486
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE filbL,
~:~~.it~~rnM~Hr EXCLUDED? LJ
If yes, describe under
SPECIAL PROVISIONS below
OTHER
01/13/2010
01113/2011
x I. WC STATU:. 1 10J~-
E.L. EACH ACCIDENT $1,000,000
E,L, DISEASE - EA EMPLOYEE $1,000,000
E,l. DISEASE - POLICY LIMIT $1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS
Operations: Professional Architectural Engineering Firm. Blanket Waiver of Subrogation applicable where
required by contract.
CERTIFICATE HOLDER
CANCELLATION
10 Davs for Non-Pavment
Attn: Administrative Services
P11rrh:.c:.inn nivjc:.inn
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ......3.0- DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
A~R~NT~
Collier County
3301 Tamiami Trail East
Naples, FL 34112
ACORD 25 (2009/01) 1 of 2
#S358671JM345006 @ 1988-2009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD WR001
IMPORTANT
If the certificate holder is an ADDiTIONAL tNSURED. the poticy(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 Ihe terms and conditions of the poiicy. 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 does not constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2009101)
2 of 2
#S358671/M345006
IOC
,~
MEMORANDUM
Date: March 26, 20 1 0
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262 "County-Wide Engineering Services"
Contractor: Greeley & Hansen, LLC
Attached, please find an original contract document, referenced above,
(Agenda Item #10C) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold the second original
contract in the official records of the Board.
lfyou should have any questions, please contact me at 252-8406.
Thank you.
,
Attachment
ITEM NO.: :0, pOL- OJ SS<;
',' lilt
.XI-I'.): ,\ T:,'R,~I2I
,;O\INl Y-\ J I"
,C; ')1. P\,\ 2: 49
7~\~'t\~,\,-~ '
10 e i
DATE RECEIVED:-+- ~0'
tJ.v./
1~ clJ1~
...y (]I t,
cJ1> I~~ '
~s10) s)}t>
J?'
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date: March 23, 2010
To: Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
'5i2--j
'bW~ZLPllO
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: Greeley & Hansen, LLC
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~~
~\~\~~
loe
'HI,
' \l
,
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM:
Diana De Leon, Contract Technician
Purchasing Department
)- .'---
',ctr
DATE: March 23, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Greeley & Hansen, LLC
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
OATE RECEIVED
MAR 2 42010
RISK MANAGEMENT
11. --~fl
"f7IT~~ /?
rYr{u1(
/?~A/t Iv
1 () e "~"
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 24. 2010 1 :37 PM
DeLeonDiana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
All, I have approved the certificate of insurance provided by Greeley & Hansen, LLC for contract 09-5262. The contract
will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
\l'WW.sunbiz.org - Department of State
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Foreign Limited Liability Comp'!!lY /
GREELEY AND HANSEN LLC V
Filing Information
Document Number M02000000861
FEIIEIN Number 361164980
Date Filed 04/03/2002
State IL
Status ACTIVE
Principal Address
100 SOUTH WACKER DRIVE. SUITE 1400
CHICAGO IL 60606
Mailing Address
100 SOUTH WACKER DRIVE. SUITE 1400
CHICAGO IL 60606
Registered Agent Name & Address
C T CORPORATiON SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION FL 33324 US
Manager/Member Detail
Name & Address
Title MGRM /
RICHARDSON. ANDREWW '
100 SOUTH WACKER DRIVE, SUITE 1400
CHICAGO tL 60606
Annual Reports
Report Year Filed Date
2008 04/1112008
2009 04/20/2009
2010 03/17/2010
Document Images
03/17/2010 -- ANNUAL REPORT
04/20/2009 -- ANNUAL REPORT
04/11/2008 c,_ANNUAL REPORT
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http://www.sunbiz.org/scripts/cordet.exe?action=D ETF1L&in<L_ doc _nw11ber= M02000000... 3/22/2010
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03/09/2007 ::.ANNUAL REPORT
04/17/2006 -- ANNUAL REPORT
04/25/2005 = ANNUAL REPORT
04i06/2004c::._ANNUAL REPORT
02/12/2003 c:.L1MITED L1ABILlTY.COBPORA TIQN
I Note: This is not official record. See documents if question or conflict. I
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RLS II --\.t)~O \ p:..E{j
CHECKLIST FOR REVIF:WING CONTRACTS
E/ltiryName: _~F'\Pd nrV'l J+an~_uQ., 1 0 C
Entity name COITect on conhact? '----r- ~_. ~~ _ _No
Entity regIstered with FL See of State? ~es No
~:
2v
--0'es No
Exp. Date __~ I, I"....
Exp, Date ~
Exp. Date ii'
Exp, Date __
Exp, Date_~
EXPDate~
ExpDate~
Exp Date ----1L-- ~,
Exp Date _lL. ,
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &Jor Project referenced on Certificate?
Certificate Holder name COlTect (BCC)?
Commercial General Liabilit;JL...
General Aggregate Required $'-L'f(\ \ \ \,
ProductslCompVOp Required $ ----f--.,,--+I
Persoual & Advert Required $-d-
Each Occurrence Required $
FirclProp Damage Required $.:::!;;ov..
Automobile Liabiliry L...
Bodily Ini & Prop Required $ t::(:Q _,
Workers Compensation ~
Each accident Required $ \ rf\ \ \ \
Disease Aggregate Required $~_..'L
Disease Each Empl Required $ -'f--'---'-'--
Umbrella Liabiliry
Each Occurrence Provided $ ..:z...-oilL
Aggregate Provided $ --'-'_'_L_
Does Umbrella sufficiently cover any underinsured portion?
Professional Liability
Each Occurrence Required $\i.rCli \ Provided $ 2rn\ \ \
Per Aggregate Required $~l Provided $_~~_
Other Insurance
Each Occur Type:,
Provided $ Srn i \ \
Provided $ \ mi \ \
Provided $ rt I I
Provided $ (/ J I
Provided $ 'DD~
Provided $ ,'300 ~
Provided $.1 (Y\,\\
Provided $ ~..2_
Provided $" ~,
~ . "
No
No
No
) )
Exp Date ~
Exp Date _ I, ' )
Yes No
Required $____,
Provided $
County required to be named as additional insured?
County named as additional insured?
~.
~Yes
~
Indemnification
Does indenmitication meet County standards?
Is County indemuifyiug other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
Signature Blocks /
Correct executor name in signature block? .../ Aeess
Correct title of executor? Y---.Yf
Executor authorized to sign for entity?__~s
Proper number of witnesses/notary? es
Authorization for executor to sign, if necessary: ~__~_____, ~____
Chairman's signature block? es
Clerk's attestation signature block? _~~s
:~:,~,~;.;;~;::: ,:~::"' -1
Exp. Date "l/ll. D
Exp. Date,~,
Yes
Yes
Yes
Yes
Exp Date ~
No
No
~/
No
No
No
No
No
No
No
No
No
No
No
Reviewer Initials:
Dale:
04-CO"\-0
Ioe
,
Contract 09-5262
"County- Wide Engineering Services" - Civil-Public Utilities Wellfield (CI-PU WELL), Civil-
Public Utilities Water, Wastewater and Irrigation (CI-PU H20), and Civil-Public Utilities Facility
Design (CI-PU Design)
THIS AGREEMENT is made and entered into this qthodayof Ma.v-J, ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Greeley and Hansen, LLC, authorized
to do business in the State of Florida, whose business address is 100 South Wacker Drive, Suite
1400, Chicago, Illinois 60606 (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
IDe
h~
1. Civil-Public Utilities Wellfield (CI-PU WELL)
2. Civil-Public Utilities Water, Wastewater and Irrigation (CI-PU H20)
3. and Civil-Public Utilities Facility Design (CI-PU Design)
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
2
IOC
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
toe
f"'.~
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 Steve Gyory, 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
loe
'!Of
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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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).
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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
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 CONSULTANTS 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.
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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.
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.
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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.
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 CONSULTANTS 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
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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
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
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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:
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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.
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10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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.
1 0.4 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
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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.
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
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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.
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
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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.
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
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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
add ress 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
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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
Ft. Myers, FL 33916
Phone: 239-226-9660; Fax: 239-226-9663
Attn: Kevin Higginson
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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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 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.
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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 wntten above
ATTEST
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY. FLORIDA,
Ol,
BYFred~a~~5~
By
Typed Name and Title
./)o~~_
Witness
R~borah R. Hohl,~_dministrativ!..~an~
Typed Name and Title
Andrew W. Richardson, Chief Executive Officer
Typed Name and Title
Item' ID L
~~3-ct-7(D
:~d 3~(}5 -, 0 '
4
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Civil-Public Utilities
Wellfield (CI-PU WELL), Civil-Public Utilities Water, Wastewater and Irrigation (CI-PU H20), and Civil-Public
Utilities Facility Design (CI-PU Design))
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Inspector
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
IDe
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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 polices 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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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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
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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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( '.
(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.
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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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting,
Greeley and Hansen, LLC
BY:
d- P:_IJ /~---
tI
TITLE: Chief Executive Officer
DATE MJHZcIrf /9/ 2010
D-1
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..
ACORD~ CERTIFICATE OF LIABILITY INSURANCE I OATE (MMlODIYYYY)
03/02110
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Risk Management ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
USI Midwest ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
100 South Wacker Drive, Suite 1600
Chicago, IL 60606 INSURERS AFFORDING COVERAGE NAlC.
INSURED INSURER A: Travelers Indemnitv Company 25658
Greeley and Hansen LLC INSURER 6 St Paul Insurance Company of IL 24767
100 South Wackor Drive; 14th Floor INSURER c. Continental Casualty Company 20443
Chicago, IL 60606 INSURER 0:
INSURER E
Client#. 639383
GREELAND
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERlOO INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR on;ER DOCUMENT WITH RESPECT TO VVHICH 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
~r~~' AGGREGATE LIMITS SHOWN MAV HAVE BEEN REDUCED BV PAID CLAIMS, ~
L TR TYPE OF INSURANCE POUCV NUMBER POLICY EFFECTIVE ~~J' EXPlRA UlIIT.
A ~NERAL UA~UTY P630100L6916TCT09 07/01109 07/01/10 EACH OCCURRENCE '1000000
X- OMERCIAL GENERAL LIABILITY DAMAGE TO RENTED .100000
- CLAIMS MADE [Xl OCCUR MED EX? (Any one~) .5000
- PERSONAL & AOV INJURY .1000000
- GENERAL AGGREGATE .5 000 000
~'LAGG~EnE LIMIT APnS PER: PRODUCTS - COMP/O? AGO .1000000
POliCY I ~~2T LOC
A ~TOM08ILE UABlUTY P810100L69161ND09 07/01109 07/01/10 COMBINED SINGLE LIMIT
X- ANY AUTO (Ea acddlllll) '500,000
- ALL OWNED AUTOS Boall Y INJURY
(Perpersoo) .
- SCHEDULED AUTOS
X- HIRED AUTOS BODILY INJURY
.!.. (paraoodent) .
NON-OWNED AUTOS
- PROPERTY DAMAGE .
(Peraoodenl)
==rOE u.e,,1TY AUTO ONLY. EA ACCIDENT .
ANY AUTO OTHER THAN EA Ace .
AUTO ONLY: AGG .
B :i]ESSlUMBRELLA LIABlUTY QK01202111 07/01/09 07/01110 EACH OCCURRENCE .2 000 000
X OCCUR 0 CLAIMS MAOE AGGREGATE .2 000 000
.
;l DEDUCTIBLE .
X RETENTION .10000 .
A WORKERS COMPENSAnON AND PJUB100L691609 07/01/09 07/01/10 X I WCSTATlJ-J 10TH-
EMPLOYERS' LIABlUTY .1 000 000
ANY PROPRIETORIPARTNERlEXECUTIVE E_L. EACH ACCIDENT
OFFlCERtMEM8ER EXCLUDED? E.l DISEASE - EA EMPLOYEE .1 000,000
If yes, desaibe under .1,000 000
SPECIAL PROVISIONS below E.L DISEASE - POliCY LIMIT
C OTHER Professional AEH008221445 07/01/09 07/01110 2,000,000 Each Occ.
Liability 2,000,000 Aggregate
DESCRiPTION OF OPERATIONS J LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT f SPECiAL PROVISIONS
Contract No. 09~5262. County Wide Engineering services. Collier County is
additional insured as respects the general liability and automobile
liability policies, but only with respects to the operations performed by
or on behalf of the named insured at the described location or project.
(See Attached Descriptions)
CERTIFICATE HOLDER
CANCELLATION
Collier County
Admin Services Division
Purchasing Bldg.
3301 E. Tamiami Trail
Naples, FL 34112
SHOULD ANY Of THE ABOVE DESCRiBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL .......30..- DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT F,lJLURE TO DO SO SHAll
IMPOSE NO OBUGA TlON OR llA8lUTY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
VXRAA
" ACORD CORPORATION 1988
ACORD 25 (2001/08) 1 of 3
#S4265675/M3999274
toe
IMPORTANT
If Ihe certificate holder is an ADDITIONAl INSURED. the policy(ies) must be endorsed, A stalement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED. subject to the terms and conditions of the policy. certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-5 (2001108)
2 of3
#S42656751M3999274
tac
DESCRIPTIONS (Continued from Page 1)
AMS 25.3 (2001108)
3 of3
#S42656751M3999274
IOC
MEMORANDUM
Date: March 26, 2010
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262 "County-Wide Engineering Services"
Contractor: AECOM USA, Inc.
Attached, please find an original contract document, referenced above,
(Agenda Item #10C) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold the second original
contract in the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
ROUTED TO:
7rlD 'un 19
...J 1-11"i".
, nc ''1
REC~~:
of
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FILE NO.:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 16,2010
From: Diana De Leon, Contract Technician
Purchasing Department
'~/
p.JII
1-)~J
~7
To: Office of the County Attorney
Jeff Klatzkow
Re: Contract: #09-5262 "County-Wide Engineering Services"
· Contractor: AECOM USA, Inc.
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~~
tt.,\",S \ (a
MEMORANDUM
IOC
.~ tiJ
TO:
FROM:
Ray Carter
Risk Management Department ,/'
Diana De Leon, Contract Technician Y.....V'
Purchasing Department
DATE:
March 16, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: AECOM USA, Inc.
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
0A'\t. aECE1'4tD
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From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Friday, March 19. 2010 10:25 AM
DeLeonDiana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
All, I have approved the certificate(s) of insurance provided by:
1. RWA, Inc.
2. Q. Grady Minor
3. Black & Veatch Corp.
4. yanassee Hangen Brustlin, Inc. (VHB)
~ AECOM USA, Inc.
6. TRC Worldwide Engineering, Inc.
These contracts will now be forwarded to the County Attorney's Office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
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Foreign Profit Corporation
AECOM USA. INC.
Filing Information
Document Number 814404
FEIIEIN Number 135511947
Date Filed 05/13/1960
State NY
Status ACTIVE
Last Event NAME CHANGE AMENDMENT
Event Date Filed 11/06/2008
Event Effective Date NONE
Principal Address
515 SOUTH FLOWER ST,
4TH FLOOR
LOS ANGELES CA 90071
Changed 04/20/2005
Mailing Address
515 SOUTH FLOWER ST.
4TH FLOOR
LOS ANGELES CA 90071
Changed 01/21/2008
Registered Agent Name & Address
CT CORPORATION SYSTEM
1200 SOUTH PiNE ISLAND ROAD
PLANTATION FL 33324 US
Registered Agent Revoked: 11/06/2008
Name Changed: 03/19/2009
Address Changed: 03/19/2009
OfficerlDirector Detail
Name & Address
Title P
LEVY.IRAA
605 THIRD AVENUE
NEW YORK NY 10158
Title CFO
http://www.sunbiz.org/scripts/cordet.exe?action~ D ETFIL&inq_ doc _ nwnber=814404&inq... 3/12/2010
www.sunbiz.org - Department of State
tcrcOf3 '1
HARTWIG, GLEN
5757 WOODWAY DRIVE, SUITE 101 WEST
HOUSTON TX 77057
Title EVP
PUlICARE, JOSEPH G
605 THIRD AVENUE
NEW YORK NY 10158
Title SVP
GREENSPAN. ELISE R
605 THIRD AVENUE
NEW YORK NY 10158
Title AS
SHIMODA. WESLEY T
515 SOUTH FLOWER STREET
LOS ANGLES CA 90071
Title EVP
WOLSFELD, RICHARD P
303 E. WACKER DRIVE. SUITE 600
CHICAGO IL 60601
Annual Reports
Report Year Filed Date
2008 01/21/2008
2009 02/05/2009
2009 03/19/2009
Document Images
0311912009 -- ANNUAL REPORT
02105/2009 -- ANNUAL REPORT
11106/2008 -- Name Change
01/21/2008 -- ANNUAL REPORT
05/0912007 -- ANNUAL REPORT
01/29/2007 -- ANNUAL REPORT
03/0712006 -- ANNUAL REPORT
04/2012005 -- ANNUAL REPORT
03/31/2004 -- ANNUAL REPORT
03/20/2003 -- ANNUAL REPORT
06/12/2002 -- ANNUAL REPORT
10103/2001 -- Name Change
04125/2001 -- ANNUAL REPORT
05/05/2000 -- ANNUAL REPORT
05/06/1999 .- ANNUAL REPORT
OS/21/1998 -- ANNUAL REPORT
04/2511997 -- ANNUAL REPORT
04/23/1996 -- ANNUAL REPORT
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http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in~ doc __ number=814404&inq... 3/12/2010
UNANIMOUS ACTION OF 'bVE BOARD OF DIltE(1eRS
AECOM USA, INC. 1
....
The undersigned, being all the members of the Board of Directors ofAECOM USA, INC. (the "Corporation"),
a New York corporation, proceeding under Section 708 nf the New York Business Corporation Law. hereby take the
following action, effective January 5. 2009:
RESOLVED. that in addilion to all Senior Vice Presidents and above as set forth in Article V of the Restated
By-Laws as amended, the following persons are designated with authority by the Board of Directors, to
execute contracts and other legal documents on behalf of the corporation or its divisions:
Randy Altshuler Fitzrundolph C. Fernon Lucy Laoru/./o Robert C. Reach
Paul Anderson Rob Friedel John M. Lannon Robert Reid
Raylana Anderson Mike Galzo\V hank LaPlaca Mark P. Reitz
John Azzaro Day'c Gorden Chery I Lazarro Richard A. Renzi
Jack A. Bay lis Frank (lorry [,cn I.indahl Jim Rkhards
Joe Becker Allen Goulart .lames K. Lm\'c..Ir. Gary W. Rogers
William J. Bent Mike Gasparnl Robert] .ov,c I.arry Rosenbloom
Jay S. Bcratan Lee Grant Mark Lucas Abbas Sarmad
David Blair Kevin Cirigg Charles Manning Achaibar Sa\vh
rony Houehard (icne {irilli Vic Mariinu Robert Scherpf
Cy'd Brandvein Steve Gu11enplan Stevcn Martoccllo Betsy Shrcve~(Jibb
Dominique N. BrocaI'd Dave (iwynn Tom Marwood Jane Siegwarth
Joseph Broderick Christopher 1,. HaggeI' Ian R, Macl.eod <Juy J:. Slagle
rommy Brown David L. lIardan Daniel R. McKelvie Loren Smith
Daron K. Butkr Brian T. lIarrington 1'homas i'vkMonagle Robert J. Smith
Keith T. Campbell Glen Ilartwig T'homas Mcichtry Thomas i\.. Spearin
Jay D. Canine Andrew Haubert Thomas Mertens William (i. Ste\vart
John J. Cardoni Greg Ileath Dennis Miller Paul Storella
Michael Chalmers Mike Hegarty Rudy Mina Michael Sweene)
Steven.l. Chapin Greg lIeinl Dennis.l. Morrison James F. Thompson
Donald J. Chelton Roger L. Herald Joseph Moss,.Ir. Jim Thomson
Oliv'ia Chen David O. Ilerer Gil Mulherc Christine Tiernan
Min Chu Simon Hernandez Jerry D. Nev..'ell Sr. I.ouis T0110ra
Lou Comell rom Ilessling Bill Newhouse Pam Townsend
Regis I:. Damour Craig I.. Ikster Michael K. Nunley Rachel Vandenberg
Sall)'Angelo Glen M.llille Steve O'Brien Jake Vittands
Dan Davis .lack S. Hodge John J. O"Connor Thomas C. Vokoun
Jim De la Loza Pamla Hoebener Douglas F. Olbrich Jack Ward
Ashok Dhingra Ben P. 110m Ron Palmieri Robert \\/ard
Joe DiCarlo Richard HO\van.l Todd Papes Charles \\/illiams
Daniel Donahue David W. Iluchcl Bijan Pashanamaci Tom Wolfe
Cecil Doyle Gary Ilullfish Jon Pearson Alan K. Wong
Jay Duncan Robert Jamis James Peter David Wood
Shelb) G. Eckols Robert Johansen Philip V. Petrocelli William A. Woodf<Jfd
Scott K. Edelman Steven Johnson William P. Pfrang Chris Yamaya
Barbara o. Egnor Brian L. Jordan Robert Pittman Rick Yaunc)
R. Dan Ellison John \.. Kinnecn RA Plummer Jim l.aniblllli
John Llorriaga Steve Knodell Alan J. Potok Peter 7uk
Cunet)' Feizoulof James Kunz Charles Pound
1'\ WITNFSS l,VHFRH IF all the nile"!",,, I"". h.relml" set tlt<'lf h~nd, "It""!,,.c th"
,'" d,,,, of January. 20M
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CHECKLIST FOR lU:Vn:WING CONTRACTS . llJ C
EIl/ityName: Q €.C.Dm -L6B T~---
Entity name correct on contract? _Y.y,
Entity registered with FL Sec. of State? _.~es
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &/or Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability
General Aggregate Required $ 2",,\\ \
Products/Compl/Op Required $___,_-'-----'-1
Personal & Advert Required $ I . ,"'-
Each Occurrence Required $ I J '
FirelProp Damage Required $- 5D 1L--
Au/omobile Liability \ J
Bodily Inj & Prop Required $<::;00 L
Workers Compensation \
Each accident Required $ \ l'Y\ i \
Disease Aggregate Required $ II ",)
Disease Each Empl Required $ , . I
Umbrella Liability
Each Occurrence Provided $ __,._~_____
Aggregate Provided $________
Does UmbreIla sufficiently cover any underinsured portion?
Professional Liability
Each Occurrence Required $ \ yY\ i \.(
Per Aggregate Required $ -'-L__~-.L..
Other Insurance
Each Occur Type:__
Signature Blocks ./'
Correct executor name in signature block? ------LYes
Correct title of executor? ~ ~
Executor authorized to sign for entity?~~
Proper number of WItnesses/notary? Yes
AuthOrIzatIOn for executor to sIgn, If neCeSsaIY~ \ls 'f)q -... ~ __
ChaIrman's SIgnature block? ~~
Clerk's attestatIOn SIgnature block? _ es
County Attorney's SIgnature block? Z__Y~
Attachments ~_
t\re all regulfed attachments mcJuded? Yes
ReqUIred $
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofboud
Does dollar amount match contract?
Agent registered in Florida?
No
No
"./ Yes No
'~Yes No
~ No /'
. es _No.........
~~~~:~:1 ;~f\'"\ ~\\ ~~~: ~::: ~
Provided $ (t I t Exp. Date I ~ ' .I
Provided $ ".---;Z Exp. Date I_~ , J
Provided $ \ rl\ \ " Exp. Date .J..L,__ '
Provided $,..\.'("(1; \ \ Exp Date ~
Provided $ ~;.\L Exp Date \ \ 0
Provided $ _-1!~~ Exp Date - t \ --',
Provided $ _ I _ ~ . J Exp Date I, . j (
Exp Date
Exp Date
Yes No
Exp,Date~
Exp. Date _..~--'-- I
Provided $.\ m; \ \
Provided $, _.'....L--'--" ,_
Provided $
Exp Date_
VYes
~Yes
No
No
~es
Yes
No
~~
Yes
No
Yes
Yes
No
No
No
No
No
No
No
No
No
No
Reviewer Initials:
Dale
04-COA-OI030/222
lOC -''1
Contract 09-5262
"County- Wide Engineering Services" - Aerospace (AE), Chemical (CH), Electrical (EL), Civil
General (CI-GEN), and Civil Public Utilities Water and Irrigation (CI-PU H20)
THIS AGREEMENT is made and entered into this q-I-hdayof Mt:t..-ch ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and AECOM USA, 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 "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. Aerospace (AE)
2. Chemical (CH)
IDe '~~
3. Electrical (EL)
4. Civil General (CI-GEN)
5. and Civil Public Utilities Water and Irrigation (CI-PU H20)
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as
approved by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
2
1 0 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
IOC
~
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 Ronald Cavalieri, P.E., 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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; i;"
: ;~iI
j
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
IDe
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 CONSU L T ANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
7
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.l~
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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"
(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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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).
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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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5.3.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.3.2.3. 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 CONSULTANTS 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.
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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.
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
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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
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
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICA liON
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:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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:
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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.
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1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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.
1 0.4 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
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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.
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
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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.
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
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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.
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
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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 CONSULTANTS 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, Purchasing Building
3301 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, USA, Inc.
4415 Metro Parkway, Suite 404
Fort Myers, Florida 33916
Telephone: 239-278-7996
Fax: 239-278-0913
Attn: Ronald Cavalieri, 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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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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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.
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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. B~?~~,~,~~k
. CLul- .~.... .... . 0
By. '. '.,. _C_
Date: 3'..-d-(c;;;',e,Q
",., '. . "~""1 .'
rill........ . t
.f...It.." ......
Approved as to form and
I s fficienc .
By: ":J~,-.~ w. C>(\~
Fred W. Coyle, Chairman
"u~A.
AECOM. Inc.
By:
Ronald Cavalieri, Principal Eng.
Typed Name and Title Type
(' J. JI iJ vJ~
Witness
rhpr;p Wnl~pr ~r Anm;n.
Typed Name and Title
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Item# JO C
",geoda 3-'1 -t 0
Date
Date 3-05-10
Rec'd
Dep~
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Aerospace (AE),
Chemical (CH), Electrical (EL), Civil General (CI-GEN), and Civil Public Utilities Water and Irrigation (CI-PU H20)
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)
TOTAL FEE
$
$
$
$
Task I
Task II
Task III
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
Contract No: 09.5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Inspector
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
1 DC 'w_
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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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 CONSUL TANT'~ 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.
(g) 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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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 Harborvvorker'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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~_ '<t
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
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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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. ~,l'Iil.'
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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(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.
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",1
SCHEDULE 0
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, AECOM 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 09-5262 "County Wide
Engineering Services'"
are accurate, complete and current as of the time of
contracting.
u!:>A
"
AECOM, Inc,
BY:
i
I
\
TITLE:
DATE:
1/7.8/2010
1).1
7""i CERTIFICATE OF LIABILITY INSURANCE DATE (MMlDDIVYVY)
ACORD'
~ 03/23/2010
PRODUCER THIS CERTIFICATION IS ISSUEP AS A MATTER OF INFORMATION
Marsh Risk & Insurance Services ONLY ANP CONFERS NO RIGHTS UPON THE CERTIFICATE
CA License #0437153 HOLPER. THIS CERTIFICATE DOES NOT AMEND, EXTENP OR
777 South Figueroa Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Los Angeles, CA 90017
AUn: Lori Bryson (213)-346.5464
06510 -AECOM-CAS,' 0/11 AEUSA JMCCA SARAS Fl INSURERS AFFORPING COVERAGE NAIC#
INSURED INSURER A: Zurich American Insurance Company 16535
AECOM USA, Ine,
4415 Metro Parkway, Suite 404 INSURER B'
Fort Myers, FL 33916 INsURERc~lIIinois Union Insurance Co 27960
INSURER 0; N/A N/A
.,
INSURER E:
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COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABove FOR THE POL.ICY PERIOD INDICATED.
NOT\IVITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VV1TH RESPECT TO 'AIl'IlCH 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.
NS ADD' POLlCY NUMBER POUCY EfFECTtW POUCYEXI'IRAT!ON UMITS
LTR INS;' TYPE OF INSURANCE OArel/llIMJDlVYVYI DATEIMMIDDIVYYYl
A GENERAL UAElIUTV GlO 5965891 02 0410112010 04101/2011 URRENCE 000
f COMMERCIAL GENERAL LIABILITY ~~~~Es~a'~~nco' $ , ,000,000
I CLAIMS MADE [EJ OCCUR MED EXP (Any one person) $ 5,000
PERSONAL & ADV INJURY $ 2,000,000
GENEAALAGGREGATE $ 2,000,000
hERAL A~G~ATE LIMIT A~ES PER PRODUCTS. COMP/OP AG 2.000 000
POLICY j:gr LOC
A AUTOMOBILE LIABIUTY BAP 5965893 02 04/0112010 04/0112011 COMBINED SINGLE LIMIT
Ix ANY AUTO (Eaac.cldlloJ) $ 1,000,000
"'-- BOOIL Y INJURY
~ ALL OVolNED AUTOS $
SCHEDULED AUTOS (Per person)
I-
HIRED AUTOS BeDIL Y INJURY $
I-
NON.Q'MJED AUTOS (PeraccidenJ)
I- PROPERTY DAMAGE
(Per accident) $
GARAGE UABll1TY AUTO DNL Y . EA ACCIOENT $
R ANY AUTO OTHER THAN EAACC $
AUTO ONLY: $
AGG
OESS I UMBRELLA UABIUTY EACH OCCURRENCE $
OCCUR 0 CLAIMS MADE AGGREGATE $
$
R OEDUCTIBLE $
RETENTION S
WORKERS COMPENSATION AND we STATlJ.J 10TH-
EMPLOYERS' UABIUTY $
ANY PROPRIETORIPARTNERlEXECUTIVE Y I N .L. EACH ACCIDENT
OFFICERlMEMBER EXCLUDED? D .l DISEASE. EA EMPLOYE $
~~andal(]rpbn,..~,HJ If tes. describe under .L. D15EASE - POLICY LIMIT $
PECIAl R VI 10 S below
C OTHER EON G2'654693 04/0112010 '0108/20" $1,000,000
ARCHITECTS & ENG. ""CLAIMS MAPE'''' PER CLAIM/AGGREGATE
PROFESSIONAL L1AB. OEFENSEINClUDEP
DESCRIPTION OF OPERAllONSILOCAT10NSNEHICLESfEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS
COLLIER COUNTY BOARP OF COUNTY COMMISSIONERS ANO CERTIFICATE HOLDER NAMEO AS ADOITIONAl INSUREP FDR Gl & Al
COVERAGES, BUT ONLY AS RESPECTS WORK PERFORMED BY OR ON BEHALF OF THE NAMEO INSUREO.
CERTIFICATE HOlPER
LOS,000979714-05
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE
Collier County EXPlRATlON DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
Purchasing Department ~ DAYS WRITTEN NonCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.
Attn: Dianna Perryman, Contract Specialist BlIT FAILURE TO 00 SO SHALL IMPOSE NO OBUGATION OR LIABILITY OF ANY K!ND
3301 Tamlaml Trail East
Naples, FL 34112 UPON THe INSURER. ITS AGENTS QR REPRESENTATIVes.
Agf,",~~~Rr.rlrn~~liser\'lcllS 4PA'~,,,Mr_
David Qenlhan
ACORD 25 (2009/01)
@ 1998M2.009 ACORD CORPORATION. All Rights Reserved
The ACORD name and logo are registered marks of ACORD
IOC
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 constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does It affirmativety or negatively emend,
extend or alter the coverage afforded by the policies listed thereon.
Acord 25 (2009101)
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ACORD.. CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDOIYYYY)
411/20 I 0 411/2009
PRODUCER Lockton Insurance Brokers, LLC THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
19800 MacArthur Blvd., Suite 550 'ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
CA License #OF15767 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Irvine 92612 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
949-252-4400
INSURERS AFFORDING COVERAGE NAIC#
INSURED AECOM Technology Corporation INSURER A: Travelers Property Casualty Company of America 25674
1075642 AECOM USA, Inc. INSURER B:
fka: Boyle Engineering Corporation INSURER c:
1501 Quail St.
Newport Beach CA 92660-2726 INSURER D:
I INSURER E-
COVERAGES
AECTEOI
OE
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING
INSURER/S\. AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER.
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.
INSR ADD'l POLICY EFFECTIVE POLICY EXPIRATION
LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE (MMfDDNY) DATE (MMfDDlYY) LIMITS
~NERAL LIABILITY EACH OCCURRENCE $ XXXXXXX
COMMERCIAL GENERAL LIABILITY ~~~~~~J?E~~~J~~ncel $ XXXXXXX
I CLAIMS MADE D OCCUR NOT APPLICABLE MED EXP (Anyone person) $ XXXXXXX
- PERSONAL & ADV INJURY $ XXXXXXX
- GENERAL AGGREGATE $ XXXXXXX
rl'L AGG~EnE:lIMIT APn~ PER: PRODUCTS. COMPIOP AGG $ XXXXXXX
PRO-
POLICY JECT LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ XXXXXXX
(Eaaccident)
f- ANY AUTO
I- ALL OWNED AUTOS BODILY INJURY XXXXXXX
(Per person} $
I- SCHEDULED AUTOS NOT APPLICABLE
I- HIRED AUTOS BODILY INJURY XXXXXXX
(Per accident) $
f- NON-OWNED AUTOS
f- PROPERTY DAMAGE $ XXXXXXX
{Per accident}
~RAGE LIABILITY AUTO ONLY - EA ACCIDENT $ XXXXXXX
NOT APPLICABLE XXXXXXX
ANY AUTO OTHER THAN EAACC $
AUTO ONLY AGG $ XXXXXXX
3~SSIUMBRELLA LIABILITY EACH OCCURRENCE $ XXXXXXX
OCCUR D CLAIMS MADE AGGREGATE $ XXXXXXX
NOT APPLICABLE $ XXXXXXX
D UMBRELLA
=i ~EOUCTIBLE FORM $ XXXXXXX
RETENTION $ $ XXXXXXX
A WORKERS COMPENSATION AND TRJUB-4245B231- TlL-09 411 /2009 4/1/2010 X I T~~Jr~I~S I IOJ~-
A EMPLOYERS' LIABILITY (AZ,MA,OR,WI) 411 /2009 4/1/2010 1,000,000
ANY PROPRIETORfPARTNERlEXECUTIVE El. EACH ACCIDENT $
A OFFICER/MEMBER EXCLUDED? TC2JUB-4245B22A- TIL-09 4/1/2009 411/2010 E.L, DISEASE - EA EMPLOYEE $ 1,000,000
A Ifyes,describeunde, No (All Other States) 411/2009 4/1/2010 1,000,000
SPECIAL PROVISIONS below E_L_ DISEASE - POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESfEXCLUSrONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
CERTIFICATE HOLPER
3992174
Collier County Government
Attn: Diana Deleon
3301 East T amiami Trail
Naples FL34112
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
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRES
@ ACORP CORPORATION 1988
ACORD 25 (2001/08)
Fo,queslionsregardlnglhiscertilicate,contacttl1enu,"berlistodinlhe'Producer'seclionabove"nd. cilylhecli
lac
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
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
Acord 25 (2001/08)
Reverse of Page 1
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Ifl
.,
MEMORANDUM
Date: March 26, 20 I 0
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262 "County-Wide Engineering Services"
Contractor: Post Buckley Schuh & Jernigan (PBS&J)
Attached, please find an original contract document, referenced above,
(Agenda Item #IOC) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold the second original
contract in the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
\
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J
Attachment
Nl7G-Of65(
ITEM NO.: /Ds-rl'-
FILE NO.:
,li-r,Cl !ill::
'\('I'~11V ." .
u\ I ii' . ,\ ii, WiNEY
lOC "
DATE RECEIVED:;,.J'
dJ C~ dn
, ~ r) '6.""
Vt--f"IA
fL f-, ~ r~)y9
P "!J17
ROUTED TO:
?nlnl,l'IP2J. PI1 ~ I R
u, I} rid \ '"" . i: ~;'l_
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date: March 22, 2010
To:
Office of the County Attorney
Jeff Klatzkow
From:
Diana De Leon, Contract Technician
Purchasing Department
-I) -\
'71'-
--, J
\/v
"~\2U
I
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: Post Buckley Schuh & Jernigan (PBS&J)
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March g, 2010, Agend /
Item 10.C i/
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~~
'l\rv~\\~
HLS#lO.\92 Co 1.S.Sn 0 C
CHECKLIST FOR REVIEWING CONTRACTS --t
ElltityName:~DS\ ~~_~_ -+~e.. fn~.ct ~I'l, ::I:::r(
, JI ~ ~
Entity name correct on contract? "~ ~ ____~ No
Entity registered with FL Sec. of State? ~es No
Insurance /
Insurance Certificate attached? v: Y es _~_ No
Insured registered in Florida? _,_0es No
Contract # &lor Pro;ect referenced on Certificate? - Aes _ No
Certi!lcate Holder n~me correct (BCC)? ~::rX- -No
Commercial General Liability '\ \ V ~ I
General Aggregate Required $ '2rf\\ Provided $::2.mi \l Exp, Date _, q .3D I D
Products/Compl/Op Required $~_.:!... Provided $..fJ---'-__ '- Exp. Date~'
Personal & Advert Required $.L' '" Provided $ \, VV': \ \ Exp. Date it J I
Each Occurrence Required $....__.___ (( Provided $._~----,.I_ Exp. Date _
FirelProp Damage Required $."'ic) \i':'" Provided $_,_'----!.1. Exp. Date __ __
Automobile Liability " / ' \ ::
Bodily Inj & Prop Required $ SCO_'l..L-Provided $ '2m,L~ Exp Date q aD b 0
Workers Compensation . ..
Each accident Required $ \'(Y\,\l Provided $ , '(Y\\ \ L Exp Date 3b
Disease Aggregate Required $ -'-'-~ Provided $ _.'.!._-'-.J_ Exp Date -~-L-, I /
Disease Each Empl Required $ I , I I Provided $ _'L..-.Ll. Exp Date......L_
Umbrella Liability no I c
Each Occurrence Provided $ _~ I Exp Date _=~l)j I D
Aggregate Provided $_~.. --'-' Exp Date '1 --'- 7
Does Umbrella sufficiently cover any underinsured portion? Yes No
Professional Liability n I ':l..."""\
Each Occurrence Required $ \ Y"'-; \( Provided $ \ '(Y\', \ I Exp, Date,_.-' ~ \ 0
Per Aggregate Required $_!L....t..-'-_ Provided $ _~_~ Exp, Date _LL....l I
Other Insurance
Each Occur Type:_.._ Required $____ Provided$__. ExpDate__
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond ~_
Does dollar amount match contract?
Agent registered in Florida?
~ No
es No
~ ~
Yes
Yes No
Yes No
Yes No
-
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indenmification meet County standards?
Is County indenmifying other party?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
, "Yes No
,--Res No
~ No.
t ~es _~;<.o ~I\. ".,J
<:e('''''~t.IJS ~P2-ticatl~
Yes No
L~ =-No
~es No
Attaclunents
Are all required attachments included?
-..w:
No ~
~~wer Initial. _ )
Date:
G4-COA- 0/222
lD
MEMORANDUM
I DC 1
TO:
Ray Carter
Risk Management Department
, i>/"
P.
_J.V L CV"""
FROM:
Diana De Leon, Contract Technician
Purchasing Department
DATE: March 22, 2010
RE: Review Insurance for Contract: #09.5262 "County-Wide
Engineering Services"
.
Contractor: Post Buckley Schuh & Jernigan (PBS&J)
This Contract was approved by the BCC on March g, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
IMTE RECEIVED
MAR232010 ~
RISK il-i- ~rr:{)
IOC
,
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 24, 2010 1:42 PM
DeLeonDiana
mausen_g
09-5262 "County-Wide Engineering Services"
All, I have approved the certificate(s) of insurance provided by Post Buckley Schuh & Jernigan (PBS&J) for contract 09-
5262. The contract will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
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Florida Profit Corporation J
POST, BUCKLEY, SCHUH & JERNIGAN, INC.
Filing Information
Document Number 233840
FEI/EIN Number 590896138
Date Filed 02/29/19160
State FL
Status ACTIVE
Last Event MERGER
Event Date Filed 12/29/2008
Event Effective Date 01/01/2009
Principal Address
4030 WEST BOY SCOUT BOULEVARD
SUITE 700
TAMPA FL 33607 US
Changed 01/13/2010
Mailing Address
4030 WEST BOY SCOUT BOULEVARD
SUITE 700
TAMPA FL 33607 US
Changed 01/13/2010
Registered Agent Name & Address
BUTTERFIELD, BENJAMIN P
4030 WEST BOY SCOUT BOULEVARD
SU ITE 700
TAMPA FL 33607 US
Name Changed: 11/06/2008
Address Changed: 01/13/2010
OfficerlDirector Detail
Name & Address
TitleVT
VRANA, DONALD J
4030 WEST BOY SCOUT BOULEVARD, SUITE 700
TAMPA FL 33607 US
TiUeV
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PAULSEN, ROBERT J
482 SOUTH KELLER ROAD
ORLANDO FL 32810
TiUeV
RICHMOND, RONALD D
4030 WEST BOY SCOUT BOULEVARD, SUITE 700
TAMPA FL 33607
TiUeV
GUPTA, AVINASH
2001 NW 107 AVENUE
MIAMI FL 33172-2507 US
TIUeVS
BUTTERFIELD, BENJAMIN P
4030 WEST BOY SCOUT BOULEVARD, SUITE 700
TAMPA FL 33607-1757 US
Title VAS
GRUBEL, RtCHARD M
2001 NW 107 AVENUE
MIAMI FL 33172-2507 US
Annual Reports
Report Year Filed Date
2008 12/01/2008
2009 02/03/2009
2010 01/13/2010
Document Images
01/13/2010.. ANNUAL REPORT
02/03/2009 .. ANNUAL REPORT
12/29/2008 -- Merger
12/01/2008 -- ANNUAL REPORT
11/06/2008.. Reg, Agent Change
08/20/2008 -- Amended and Restated Articles
02/13/2008.. ANNUAL REPORT
01/09/2008 -- ANNUAL REPORT
01/29/2007 -, ANNUAL REPORT
03/14/2006 -- ANNUAL REPORT
02/20/2006 -- ANNUAL REPORT
10/11/2005 -- ANNUAL REPORT
02/14/2005 -, ANNUAL REPORT
01/29/2004 -- ANNUAL REPORT
01/15/2003 -- ANNUAL REPORT
01/27/2002 -- ANNUAL REPORT
03/12/2001 -- ANNUAL REPORT
01/20/2000 -- ANNUAL REPORT
In(; ..,
~age 2 of3
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01115/1999 -- ANNUAL REPORT
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01/14/1999 -- Merger
09/29/1998 -- Merger
01106/1998 -- ANNUAL REPORT
02/04/1997 -- ANNUAL REPORT
01/25/1996 -- ANNUAL REPORT
01/03/1995 -- ANNUAL REPORT
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C:opymjll( -c/ )':1U7 ~-';ldtr_' i.1 l !iil!(j,l, D(,pdrt'IlHIt: <,f StdiJ-'
http://www,sunbiz,org/scripts/cordet.exe?action= D ETFI L&inq_ doc __ munber=233 840&inq." 3/12/2010
lOC "~
SECRETARY'S CERTIFICATE
OF
Post, Buckley, Schuh & Jernigan, Inc.
I HEREBY CERTIFY that I am the duly elected Secretary of Post, Buckley, Schuh &
Jernigan, Inc., a Florida corporation (the "Corporation"), and attached as Exhibit "A"
hereto is a true and correct copy of the resolutions duly adopted at a meeting of the
Board of Directors of the Corporation held on February 18, 2010 and I further certify that
the said resolutions remain in full force and effect as of the date hereof and have not
been amended or revised in any respect:
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of Februarv ,
2010.
Post, Buckley, Schuh & Jernigan, Inc.
(Corporate Seal)
<
. :
~
7S39S1
008873 000002
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Secretary's Certificate of
Post, Buckley. Schuh & Jernigan, Inc.
Exhibit "A"
RESOLVED, that the below named officers are authorized to execute documents on
behalf of Post, Buckley. Schuh & Jernigan, Inc., d/b/a PBS&J:
Max D, Crumit
L. Dean Fox
A1andy L. Larson
Wayne Overman
Donald J. Vrana
Cecilia R. Green
Thomas F. Barry, Jr.
Larry A. Boatman
John R. Brandvik
Benjamin P. Butterfield
David J. Carter
Richard M, Grubel
Avinash Gupta
Lawrence H, Hentz, Jr.
Mark A. Isaak
Robert S. Lawson
Michael W, McFall
Barry J. Schulz
Co-President
Co-President
Co' President
Executive Vice President
Executive Vice President/Chief Financial OfficerfTreasurer
Executive Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President/General Counsel/Secretary
Senior Vice President
Senior Vice PresidenVAssistant Secretary
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
Senior Vice President
FURTHER RESOLVED, that the following named officers are authorized to attest to the
signatures of officers executing documents on behalf of Post, Buckley. Schuh & Jernigan, Inc.,
d/b/a PBS&J:
Benjamin p, Butterfield
Richard M. Grubel
Rene De los Rios
C, Ernest Edgar
James Robert Steele
Senior Vice President/General Counsel/Secretary
Senior Vice President/Assistant Secretary
Assistant Secretary
Vice PresidenV Assistant Secretary
Vice PresidenVAssistant Secretary
2
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,
Contract 09-5262
"County- Wide Engineering Services" - Chemical (CH), Coastal Zone/Environmental (CZ),
Project Management (PM), Civil-General (CI-GEN), Civil-Transportation Stormwater (CI-Storm),
and Civil-Transportation CEI (CI.CEI)
THIS AGREEMENT is made and entered into this 1-t1-\dayof (V, are l, ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Post, Buckley, Schuh & Jernigan,
Inc, d/b/a PBS&J, authorized to do business in the State of Florida, whose business address is 4030
West Boy Scout Boulevard, Suite 700, Tampa, Florida 33607 (hereinafter referred to as the
"CONSULTANT").
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
Oiscipline{s):
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1. Chemical (CH)
2. Coastal Zone/Environmental (CZ)
3. Project Management (PM)
4. Civil-General (CI-GEN)
5. Civil-Transportation Stormwater (CI-Storm)
6. And Civil-Transportation CEI (CI-CEI)
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
2
1 DC "
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in 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.
3
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1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference,
1.3 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 Nathan L. West, P.E., 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
4
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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.
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
5
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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
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
6
10C ~
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 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
7
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'i
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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:
8
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder,
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
9
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'1
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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
10
IDe
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually, Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
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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
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
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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.
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
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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.
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.
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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
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
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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.
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.
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9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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.
g.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.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9,5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5,2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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
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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
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
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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.
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
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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.
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 othervvise 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.
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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.
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
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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.
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
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costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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, Purchasing Building
3301 Tamiami Trail East
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Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Post Buckley, Schuh & Jernigan d/b/a PBS&J
1514 Broadway, Suite 203
Ft. Myers, FL 33901-3015
Phone: 239-334-7275; Fax: 239-334-7277
Attn: Nathan West, 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.
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17,6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless othervvise 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 0 TRUTH IN NEGOTIATION CERTIFICATE
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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
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.
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19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
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either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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.
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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:
Dwight J:;.,~~~, Clerk
BY:~~()C
Date: "3;':~ dOl D
,<; . , ,-'._~", ",,:,.~} :_".;:
nl~J.t.'1J.:"""" .
"1I1.w.:.,;.".
Approved as fo form and
leg sufficienc. ~.eo
~G15tlll ,t County Attorney
~ r".J,.;
WitnessB~nj' in I'. Illlllcltidd
Gen~ral Counsel
Typed Name and Title
30
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
~.JL w C~~
By: l \
Fred Coyle, Chairman
c . ley, Schuh & JernigaJ3lb-la PBS&J
By: ~.
Randy 1. .'lfSOIl
l Co-Pr~sidcnl
Typed Name and Title
Item # lOG
Agenda ~ D
Date .:--'1
Date ":>-vz-,
R9(;'d .::> - ..ICO _1 c
A<r
Deputy Clerk
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Chemical (CH). Coastal
Zone/Environmental (CZ), Project Management (PM), Civil-General (CI-GEN), Civil-Transportation Stormwater (CI-
Storm), and Civil-Transportation CEI (CI-CEI))
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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'f 4.~
Schedule B
Contract No: 09.5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Engineer
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Principal
Senior Project Manager
Project Manager
Senior Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
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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 polices 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.
(g) 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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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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
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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-B
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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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(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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-,'
ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYV)
9/30/2010 3/11/2010
PRODUCER Locktoll Companies, LLC-l Kansas City THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
444 W. 47th Street, Suite 900 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLOER. THIS CERTIFICATE OOES NOT AMENO. EXTENO OR
Kansas City MO h4112-] 906 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
(K16) 960-9()()O
INSURERS AFFORDING COVERAGE NAIC#
INSURED POST, BUCKLEY, SCHUH A]\;D JEIU\IGAN, INl'. INSURER A' LLOYDS OF LONDON A XV
1307320 DBA PBS&J INSURER B'
20t)! J\W 107 A VENl;E INSURER C
MIAMI FL .33172-2507
INSURER D:
, INSURER E:
COVERAGES I'D INSURER;S;, AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER.
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.
INSR 00' POLICY NUMBER P~k+~~~~~68~~f Pg~lfll~~~~~N LIMITS
LTR NSR TYPE OF INSURANCE
GENERAL LIABILITY EACH OCCURRENCE I. XXXXXXX
- NOT APPLI('A13LE ~~~~~~~9E~~~~r~nce\ $ XXXXXXX
COMMERCIAL GENERAL LIABILITY
=;=J CLAIMS MADE D OCCUR MED EXP (Anyone person) , XXXXXXX
PERSONAL & ADV INJURY $ XXXXXXX
- GENERAL AGGREGATE $ XXXXXXX
r- $ XXXXXXX
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COM PlOP AGG
h n:RO- nL
POLICY JECT LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ XXXXXXX
ANY AUTO NOT APPLICABLE (Eaaccidenl)
f-
f- ALL OWNED AUTOS BODILY INJURY
(Per person) $ XXXXXXX
e- SCHEDULED AUTOS
f- HIRED AUTOS BODILY INJURY
(Peraccldenl) $ XXXXXXX
f- NON-OWNED AUTOS
f- PROPERTY DAMAGE $ XXXXXXX
(Per accident)
RRAGE LIABILITY AUTO ONLY - EA ACCIDENT $ XXXXXXX
ANY AUTO NOT APPLICABLE OTHER THAN EA ACC , XXXXXXX
AUTO ONLY AGG S XXXXXXX
pCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ XXXXXXX
OCCUR 0 CLAIMS MADE NOT APPLICABLE AGGREGATE $ XXXXXXX
$ XXXXXXX
o UMBRELLA
R DEDUCTIBLE FORM $ XXXXXXX
RETENTION $ $ XXXXXXX
WORKERS COMPENSATION AND M)T APPLICABLE I T~~~mJI~S I IOJ~-
EMPLOYERS' LIABILITY
ANY PROPRIETORlPARTNERlEXECUTIVE EL EACH ACCIDENT $ XXXXXXX
OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE S XXXXXXX
Ifyes,desGrlbeunder S XXXXXXX
SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT
A OTHER LDL'SA0900H II 9/30./2009 9iJOi20!O SI,(JO{l,{}OO EACH CLAIM &
^ CLAIMS-MA])I~ FOf{M S I ,OO(),f/OO Ar-;NUAL~ AG(iREGATE
PROFESSION AL/POLLI.'TIO;..J Ililll<Jhl RETRODATF.
IJ/\ll!I.ITY
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
RE CONTRACT liOlJ-5262; COUl'\TY WIDE EN(iINEERING SERVICES.
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING
CERTIFICATE HOLDER
10818957
COLLIER COl)NTY
ADMINISTRATIVE SERVICES DIVISION - PLRCHASING
AlTN: DIANE DE LEON, CONTRACT TECHJ\ICIAN
J301 TAMIAMI TRAIL EAST
NAPLl~S FL 34112
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
30
DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
REPRESENTATIVES.
AUTHOR PRESENTATIVE
@ACORDCORPORATION 1988
ACORD 25 (2001/08)
Fo'qu"sllonsrega'dinglhlsc",liflcale,conlactlhenumbe,lisledinlhe'P'oduce~seclloneb<>v..
toe
-I
ACORQ.. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/ODIYY)
03/~1/10
PRODUCeR 1-866-220-4625 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Holme., Xu:;rphy and Al!llllo(3:late. - Omaha ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER, THIS CERTIFICATE DOES NOT AMEND. EXTENP OR
~637 South lS9th ilaza ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
Suite 200
Omaha, NB 6B130 INSURERS AFFORPING COVERAGE
_..u~. II'I$URERA: Zurich Axnar-lean Inl!luranc_l!..._~om~.D.....I*16S35
IHSUAED
POlllt, Buckley. Schuh &. Jernigan. Inc.
d/b/a PSS"J ~~~Y~E_~ I!:: ~lI_t:'!can Guarant.. and Liability Ine. Co / ~~~.!~-
2001 NW l01th Avenue lN5UR.ER c;Ste.dfallt InBuranc~..!EYL~26387
Miami, I.I'L 33172-2507 INSURER 0: .. ~_.._-
, INSURER E:
COVERAGES
THE POLICIES OF INSURANCE L.ISTED 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 POUCIES DESCRIBED HEREIN IS SUBJECT TO AU THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I~-- - PE.lE": EFFecTIVE - POLICY EXP!RA TION -,
11'PE OF INSURANCI! POliCY NUMBER llMITB
A --E~NERAl UABlllTY GLO 9139458-03 e9/3e/09 09/30/10 EACH OCCURRENCE S 1,000,000
X -.f9MMERCIAL GeNERAL LIABILITY FIRE DAMAGe._(~..y-?.n_I!~t1) S 1,000,000
. T~LAIMS MADE 0 OCCUR I MEO EXP An" 0l'\8 nelSOn) $ 25,000
-"- Contractual Liability PERSONAL. & ADV INJURY $1,O~~,M~
-... GENERAL AG~REGATE $ 2,000,000
~'~ AGG~l~i ~IMIT Af'~~il PER: PRODUCTS - COMPIOP AGG S 2,000,000
POLICY X ~f?-;: X LOC
. .,I\,l,ITOMOBllE LIABILITY SAP 9139457-03 09/30/09 09/30/10 COMBINED SINGLE LIMIT
$ 2,000,000
-"-- ANY AUTO (Eaae<:idont)
- ALL OWNED AUTOS BODilY INJURY
(Pllrp61'10n) .
-- SCHEDULED AUTOS
-"- HIRED AUTOS 600fLYINJURY
(Pllroccidllnl) ,
rx NON-OWNED AUTOS -----
-"- Contractual Liability PROPERTY DAMAGE.
, (Perlux:idenl) .
-=iAGE LIAB'UTY AUTO ONLY . EAACCIDENT . ..-.-.--.--
ANY AUTO OTHER THAN EA ACe .
AUTO ONLY: AGG ,
C EXCE8S LlABIUTY AUC 508762104 09/30/09 09/30/10 EACH OCCURReNCE: S :IS, ooo,ooe
~-OCCUR D CLAIMS MADE AGGREGATE $ 25, OcO,OOO
$ ..-
~ ~EOUCTIBLE ,
RETENTION ,. ,
A WORKERS COMPENSATION AND we 9139459-01 09/3C/09 09/30/10 X I T"Xl6!rftT,!;!;.1 IOJJ'-
EMPLOYERS' UABllITY S.l. EACH ACCIDENT $1,000,000
El. DISEASE - EA EMPLOyr:;f $1,000,000
EL. DISEASE - POLICY LIMIT $1,000,000
OTHER
.
.
.
DESCRIPTION OF OPERATtONS/l.OCATIONSIVEHICUiSIEXCLUStoNB ADDEO BY ENOORSEr.ENTISPICIAl. PROVISIONS
... Contraot *09 5262, county Wiue Bngineering Bervioa..
Collier County Gove~nt, Collier County, 1I'lorida, Board of County Commi..icmer. for Collier County, Florida
are Additional Insureds on tha General Li&bl1ity, including Completed Operation. (GL ONLy) and the Automob11. Liability
on a Primary ~ Non~Contributory basis. if required by contract, with respect to the operation. of the insured on tho
above listed project. umbrella follow. form to the Additional In.ureds OD the General Liability and Automobile
Liability, if requ1red by contract. Severability of Interest is iDalude~ on th. Gen.ral Liability.
S88 attacb5d for additional wording.
CERTIFICATE HOLOER I I ADDITIONAL INSUReD- INSURE!R LlHTER: CANCELLATION
SHOULD AHYOF THE ABOVE DESCRIBED POLICIES BE CANCl!lLI!D BeFORE THE EXPIRATION
Collier CO'Ullty DATE THEREOF. THE ISSUING IN8URIR WIl-L MlXiNWNNA1L .. DAn WRITTEt.l
-
Admini"tration Service. Div1s!on - Purchasing NOTICE TO THE CERTIFICATE HOLDER NAMI!O TO THE lEFT,IIUt*UUIIIXI- ....X
3301 ~ami&mi Trail Eallt ---_.~_.""
~~~IXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Nllple", PI. 34112 AUTHORIZEDREPRetENTATlVI! ~~
, USA
ACORD 25.8 (7/97) edornne
14761044
GlACORD CORPORATION 1988
.J
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I
IMPORTANT
If the certificate holder Is an ADDITIONAL INSURED, the pollcy(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 policlas 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 a.er the coverage afforded by the policies listed thereon.
ACORO 25-8 (7197)
J
loe
SUPPLEMENT TO CERTIFICATE OF INSURANCE
DATE
03/11/10
NAME OF INSURED: POllt, Buckley, Schuh" Jernig-aD, Inc.
d/b/a PBS&J
Waiver of subrogation on the General Liability, Automobile Liability and Workers Compensation in favor of the
Additional In.urad..
Additional In.ured on the General Liability << Auto Liability on .. Primary Q Non-Contributory b..ia, including
completed operation. nWhere Required by Contr.ct~ (GL ONLY). a.neral LiaDiltiy Aggregate limit applies per Projeot
Blanket Additional Insured LeS8or/LoIIs Pay.. on the Auto Liability. Waiver of Subrogation on the General Liability
Auto Liability, and Workers Compeneation "Where Required by ContractN. O'ltlbrelIa follows form to the Additional
Insureds on the a.naral Liability.
NOTICE Oli' CANCEI.LATION WORDING:
SHOULD ANY OF THE DESCRIBED POLICIES ON THB CERTIFICATE BE CANCELLED BErORE THE EXPIRATION DATE TBBREOF, !HE
ISSUING INSURER WILL ~L 30, 60 OR 90 DAYS WRITTEN NOTICE "WHBRE REQUIRED BY CONTRACT" EXCEPT 10 DAYS NOTICE FOR
NON-PAYMENT OF PREMIUM TO THE CERTIFICATE HOLDER NAMED ON THE ATTACHED CERTIFICATE.
supp (10100)
Additional Insured - Automatic - Owners, Lessees Or
Contractors - Broad Form
10C
o
ZURICH
Named Insured: Post. Buckley, Schuh & Jernigan. Inc. dlb/al PBS&J
Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff, Date of End. Producer Add'l, Prem Return Prem.
GLO 9139458-03 09130/09 09/30/10 09/30/09 $ $
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the,
Commercial General Liability Coverage Part
A, WHO IS AN INSURED (Section II) is amended to include as an insured any person or organization whom you are required
Lo add as an additional insured on this policy under a written contract or written agreement.
B. The insurance provided to additional insureds applies only to "bodily injury". "property damage" or llpersonal and advertis-
ing injury" covered under Section I, Coverage A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY and
Coverage B, PERSONAL AND ADVERTISING INJURY LIABILITY, but only if,
1. The "bodily injury" or "property damage" results from your negligence; and
2, lbe "bodily injury", "property damage" or "personal and advertising injury" results directly from:
a. Your ongoing operations; or
b. I'Your work" completed as included in the IIproducts-completed operations hazard".
performed for the additional insured, which is the subject of the written contract or wrillen agreement.
C. However, regardless of the provisions of paragraphs A, and B. above,
I. We will not extend any insurance coverage to any additional insured person or organization:
a, That is not provided to you in this policy; or
b, That is any broader coverage than you are required to provide to the additional insured person or organization in the
written contract or written agreement; and
2, We will not provide Limits ofInsurance to any additional insured person or organization that exceed the lower of:
a, The Limits of Insurance provided to you in this policy; or
b. The Limits of Insurance you arc required to provide in the written contract or written agreement.
D. The insurance provided to the additional insured person or organization does not apply to,
I. "Bodily injury", "property damage" or "personal and advertising injury" that results solely from negligence of the addi-
tional insured; or
2. "Bodily injury", "property damage~' or upersonal and advertising injuryll arising out of the rendering or failure to
render any professional architectural, engineering or surveying services including:
B. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field
orders, change orders or drawings and specifications; and
Includes copyrighted material of Insurance Services Office, Inc. with Its permission.
U-GL,lI75,ACW (9/03)
Page I of2
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b. Supervisory, inspection, architeetural or engineering activities,
E. The additional insured must see to it that,
I. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim:
2. We receive written notice ofa claim or "suitll as soon as practicable; and
3, A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by
another insurer under which the additional insured also has rights as an insured or additional insured.
F. The insurance provided by this endorsement is primary insurance and we will not seek contribution from any other in.
surance available to any additional insured person or organization unless the other insurance is provided by a contractor
other than you for the same operations and job location, Then we will share with that other insurance by the method de-
scribed in paragraph 4,c, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS,
Any provisions in this Coverage Part not changed by the terms and conditions of this endorsement continue to apply as writ-
ten,
Name ot' Penon or Organization:
Board of County Commissioners for Collier County, Collier County Government. Collier County, Florida
3301 Tamlami Trail E.st
Naples, ~'L 34112
RE: Contract #09 5262, County Wide Engineering Services.
U.GL,ll15-A cw (9/03)
Page 2 of2
lOC
Waiver Of Subrogation (Blanket) Endorsement
~
ZURICH
Named Insured: Post, Buckley. Schuh & Jernigan. Inc,
dlb/a PBS&J
Policy No. Eff. Date of Pol. Exp. Dale of Pot Eft'. Date of End. Producer Add'l, Prem Return Premo
GLO 9139458-03 109/30/2009 09/30/2010 09/30/2009 11-800-000 ~
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the,
Commercial General Liability Coverage Part
The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition,
If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from ath.
ers. we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other
operations in which the insured has no contractual interest.
Name of Person or Organization:
Board uf County Commissioners for Collier County. Collier County Government, Collier County. Florida
3301 Tamiami Trail East
Naples, FL 34112
RE: Contract #09 5262. County Wide Engineering Services.
U-GL-925,8 CW (t2/01)
Page I of I
IOC
~
ZURICH
Waiver Of Transfer Of Rights Of Recovery Against Others To Us
Policy No. Err. Date of Pol.. Exp. Date of Pol. EIT. Date of End. '\.geney No. Add!. P,em Return Premo
BAP 9139457-03 9/3012009 ~9/301201 0 9/3012009 11-800-000
This endorsement is issued by the company named in the Declarations, It changes the policy on the effective date listed above at
the hour stated in the Declarations.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured,
Address (Including ZIP code),
Post. Buckley, Schuh & Jernigan. Inc. d/b/a/ PBS&J
5300 W, Cypress Street
Tampa, FL 33607-1764
This endorsement modifies insurance provided under the:
Business Auto Coverage Form
Truckers Coverage Form
Garage Coverage Form
Motor Carrier Coverage Form
SCHEDULE
Name of Person or Organization:
Board of County Commissioners for Collier County, Collier County Government. Collier County. Florida
3301 Tamiami Trail East
Naples. FL 34112
RE: Contract #09 5262. County Wide Engineering Services.
We waive any right of recovery we may have against the designated person or organization shown in the schedule because of
payments we make for injury or damage caused by an "accident" or "loss" resulting from the ownership, maintenance, or use of
a covered "auto" for which a Waiver of Subrogation is required in conjunction with work perfonned by you for the designated
person or organization. The waiver applies only to the designated person or organization shown in the schedule.
U,CA-320-B CW (4/94)
Page I of 1
IOC
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY
WC000313
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
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.)
Policy No. WC 9139459.(J3
09/30/2009 at 12:01 A,M, standard time, forms a pert of
(DATE)
of the ZURICH AMERICAN INSURANCE COMPANY
This endorsement, effective on
(NAME OF INSURANCE COMPANY)
issued to Post. Buckley, Schuh & Jernigan. Inc, d/b/a PBS&J
Premium (if any) $
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.'
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule,
Schedule
ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR
AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF
SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT
PERSON AND/OR ORGANIZATION
Board of County Commissioners for Collier County, Collier County Government, Collier County,
Florida
3301 Tamiaml Trail East
Naples, FL 34112
RE: Contract #09 5262, County Wide Engineering Services,
WC 124 (4,64)
WC 000313
Copyright 1983 National Council on Compensation Insurance.
Page 1 of 1
IOC
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Post, Buckley. Schuh & Jernigan, Inc, d/b/a PBS&J
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 "County Wide Engineering
Services" are accurate, complete and current as of the time of contracting.
Post, Buckley. Schuh & Jernigan. Inc,
d/b/a PBS&J
~-
BY:
TITLE:
Randy L. Larson
Co-Preside"l
l
DATE:
3 \ LSJ ;)0 f()
D-1
Patricia L. Morgan
iDe
From:
Sent:
To:
Cc:
Subject:
Attachments:
DeLeon Diana [DianaDeLeon@colliergov.net]
Wednesday, April 20, 2011 11: 1 0 AM
Patricia L. Morgan
Bonnie L. Baer; Tibbetts, Rhonda
Name Change Amendment - Contracts 07-3947,08-5122,09-5262, and 10-5206
10-5206 Name Change Amendment. pdt; 07-3947 Name Change Amendment. pdt; 08-5122
Name Change Amendment. pdt; 09-5262 Name Change Amendment.pdt
Pat,
Attached is an amendment that needs to be attached to four (4) contracts. It changes the name ofthe consultant from
PBS&J to Atkins North America, Inc.
Thanks,
Diana De Leon
Collier County Board of County Commissioners
Purchasing Dept.
3327 Tamiami Trail East
Naples, FL 34112-4901
(239)252-8375; Fax (239)252-6597
d ia nadeleo n@colliergov.net
Under Florida Law. e-mail addresses are public records, If you do not want your e-mail address released in response 10 a public records request do not send
electronic mail to tllis entity. Instead, contact tllis office by telepllone or in writing,
10C
EXHIBIT A Contract Amendment
This amendment, elated Aw,', L--2h-. 20 II to the following contracts:
07-3947 "Professio~ervices for SR~4 from Radio Road to CR951",
08-5122 "Watershed ModellJpdate & Plan Development",
09-5262 "County Wide Engineering Services", and
10-5206 "Professional Services for Design Services for Collier Area Transit (CA T)
Transfer Station"
shall be by and between the parties to the original agreement. Post. Buckley. Schuh & Jernigan
(PBS&J) now known as Atkins NOlth America, Inc. (to be referred to as "Consultant") and
Collier County, Florida, (to be referred to as "County").
Statement of Understanding
The following change to the above referenced contracts has been mutually agreed to by the
Consultant and the County:
Each and every place where the names Post. Buckley. Schuh & .Iemigan, Inc. or PBS&J are
used is to he replaced \\,ith Atkins North America. lnc.
All other terms and conditions of the agreement shall remain in force,
IN WITNESS WHEREOF, the Consultant and the COllnty have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date(s) indicated below.
By:
Title:
Dated:
David J. Caner
Senior Vice President
.&QrJLJ.9. 20 11....___
A TIEST:
Senetary/Witness
Assistant Secretary
By: Rene de los Rio~_.__
Dated: Al2dl19. 20 II ___
CORPORATE SEAL
Approved as to form and
Legal sufficiency:
OWNER:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY. FLORIDA
\7tJl2~
~_.__....----:L
At f:if.laflt County Attorney
~#r" ?
By:
Stephen
Direct I' of Purchasing and General Servi(:es
10 C
MEMORANDUM
Date: March 25, 20 I 0
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262: County-Wide Engineering Services
Contractor: Agnoli, Barber & Brundage
Attached please find an original contract document, referenced above,
(Agenda Item #10C) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold one of the second
original agreement in the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
ITEM NO.: lO~t.C- O/SW7.--
REQUEST FOR LEGAL SERVICES
~Iri-, I pATE RECEIVED:
,'r'l . I.l. Vi Int Inc' 1
AJ)fnv AT7/)F!NEY V''
?n 'a '" . ~ 1-
(" ,iI" /9 f.,~ /1: 1.7 ouJ.\,.PJ
1'iL ~ 'VI'
<- -.-r ~
~~> (l,~ ~Vl'
~ <~'~-zJ I v
~)v (pi
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
Date:
March 15, 2010
To:
Office of the County Attorney
Jeff Klatzkow
3'R,
':b\).....l
~~~
From:
Diana De Leon, Contract Technician
Purchasing Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: Agnoli, Barber & Brundage
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~~
1,\"V )\~
www.sunbiz.org - Department of State
1 0 C flalf 1 on
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Florida Profit Corporation
AGNOLl, BARBER & BRUNDAGE, INC.
Filing Information
Document Number G33364
FEI/EIN Number 592287155
Date Filed 04/11/1983
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 01/24/1989
Event Effective Date NONE
Principal Address
7400 TAMIAMI TRAIL NORTH
SU ITE 200
NAPLES FL 34108-2855 US
Changed 01/24/2005
Mailing Address
7400 TAMIAMI TRAIL NORTH
SUITE 200
NAPLES FL 34108-2855 US
Changed 04/09/2009
Registered Agent Name & Address
NAPLES-LAWDOCK, INC.
1395 PANTHER LANE
STE 300
NAPLES FL 34109 US
Name Changed: 04/09/2009
Address Changed: 02/17/2004
OfficerlDirector Detail
Name & Address
TitieCD
BARBER, FREDERICK T
42 9TH STREET
BONITA SPRINGS FL 34134
Titie PD
http://www.sunbiz.org/scripts/cordeLexe?action=DETF1L&inCL doc _ numbcr=G33364&in... 3/12/2010
www.sunbiz.org - Department of State
BRUNDAGE, DANIEL W
2695 66TH ST. SW.
NAPLES FL 34105
Title VTD
AMICO, DOMINICK J
4541 1ST AVENUE NW
NAPLES FL 34116
TitleVD
HACKNEY, GEOGE W
3641 GOLDEN GATE BLVD. EAST
NAPLES FL 34120
Title VSD
ADAMS, GUY P
3630 11TH AVE SW
NAPLES FL 34117
Title D
CARR. JAMES A JR
2590 DAWN CIRCLE
NAPLES FL 34103
Annual Reports
Report Year Filed Date
2007 04/11/2007
2008 04/17/2008
2009 04/09/2009
Document Images
04/0912009 -- ANNUAL REPORT
04/17/2008 -- ANNUAL REPORT
04/1112007 ANNUAL REPORT
04106/2006 -- ANNUAL REf"ORT
01/2412005 -. ANNUAL REPORT
02/17/2004.- ANNUAL REPORT
OS/2212003 -- ANNUAL REPORT
02/20/2002 -- ANNUAL REPORT
02/15/2001 -- ANNUAL REPORT
02115/2000 -- ANNUAL REPORT
02/1911999 -- ANNUAL REPORT
03/31/1998 -- ANNUAL REPORT
02/03/1997. ANNUAL REPORT
02/0911996 -- ANNUAL REPORT
02/1411995 -- ANNUAL F,EPORT
Page 2 of3
10 C \1~"
View image in PDF format
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Vie\V image in PDF format
Vi~\I\Iimage in PDF format
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MEMORANDUM
10 C
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 15,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Agnoli, Barber & Brundage
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
RECEIVED
MAR 1 [; 2010
RISK MANAGE~
~ "d/
3 1'7 ID
10 C H~
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Friday, March 19, 2010 10:37 AM
DeLeonDiana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
Diana, I have approved the certificate(s) of insurance provided by Agnoll, Barber & Brundage for contract 09-5262. The
Contract will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~ Cah.t.ch.
Manager Risk Finance
Office 239-252-8839
Cell 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 C
HerreraSandra
From:
Sent:
To:
Subject:
DeLeonDiana
Monday, March 22, 2010 12:39 PM
HerreraSandra
FW: 10-PRC-01542 County-Wide Engineering Services: CP - Imaging
Sandra, the GL needed is only $2M, so $lM & $lM umbrella is all that is needed. DD
From: HerreraSandra
Sent: Monday, March 22, 2010 12:17 PM
To: DeLeonDiana
Subject: 10-PRC-01S42 County-Wide Engineering Services: CP - Imaging
-m
Open RLS -
noli Barber Brune
See attached certificate of liability - umbrella does not cover the
required commercial general liability (need $2 million in umbrella).
Sandra Herrera, Certified Paralegal
Office of the County Attorney
3301 Tamiami Trail East, 8th Floor
Naples, Florida 34112-4902
Phone: (239) 252-8400
Facsimile: (239) 252-6300
Sandraherrera@collierlZov.net
J:der Fi(jfl'j:J L_dW pmall aOijre::;:;e,; ,1f() ;>lbI1r; rc:, '~If(!',
,:*ciluIIC 'hjl~ L, ihis enUv 11I';\I!;id ;;(>:1:1;:1 ~! !I'
"j do fh I Wi if v,}W
in,'lit ;jd(jr,:",. 'ei",iL)()d in I()"'pi)r,'~;' 1,: '1 public 1()Lords loquw:1
r;o! send
,[.:--:il,;[1:'):" ""I::,,;
RLS# -1D~Y?
CHECKLIST FOR REVIEWING CONTRACTS L
Ellti!YName:.aDnd\ 1~\\::ec*-fiD~e---r-vc -I 0 C~Jf~
Entity name correct on contra . _0s No
Entity registered with FL Sec. of State? L Yes No
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &lor Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability .
General Aggregate Required $ '2tv\\ \ ~ Provided $'2 f'i)\ \ '- Exp. Date ~,'211 \)
Pruducts/CompVOp Required $.,' ., Provided $ ~~ I t Exp. Date ~
Personal & Advert Required $ , . ~ Provided $ ~ \ _ Exp. Date " . ~ _.
Each Occurrence Required $ I I If Provided $ J...L I J Exp. Date I, J J-~
FirelProp Damage Required (~ v.- Provided $f.!.--'-L_ Exp. Date -.1'-----'-4.-
Automobile Liabili!y L . \ \ ~ \
Bodily Inj & Prop Required $ 5l)QJ_ Provided $WW Exp Date ~ G~D ~
Workers Compensation . \ ~\ 1~ ~
Each accident Required$_\r<"\_ Provided $\. ",,0,\\.. ExpDate_QU \0 "f
Disease Aggregate Required $ r, I Provided $ .~ Exp Date ,_~.__ (,
Disease Each Empl Required $ " '.( Provided.$._ 't _u i Exp Date__.'1 I) ~1~ \'.
Umbrella Liability .':Z.\,j ~(J
Each Occurrence Provided $ ~\ \ \ Exp Date S\.~O ~ ~
Aggregate Provided $~/l Ex~e _1/ ~ r-IJ.. (S Y
Does Umbrella sufficiently cover any underinsured portion? \,L-- Yes No '~ to '\J'-/
Professional Liability \. . \1 ~
Each Occurrence Required $ ~_~ Provided $ 21V'1~)l Exp. Date ,'5\ \5\1 t) Sf-"
Per Aggregate Required $ (t ,. Provided $ -Lt M i \ \ Exp. Date , ~ . I
Other Insurance
Each Occur Type:
/Yes
~7'"Yes
Sy~
es
Yes
No
No
No
No
Required $._ .__
Provided $
Exp Date ~
County required to be named as additional insured?
County named as additional insured?
Lpw-
~Yes
6s
Yes
No
No
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
No
~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond
Does dollar amount match contract?
Agent registered in Florida?
Yes
No
Yes
Yes
No
No
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
~_NO
es No
~,,;.;es No
..v:.Yes _~No
~Yes _.__No
""7J:'es No
::ZY~__NO
~s No ~
- &~i;W"tnitia~~ ~~\D
Dol" ~
G4-COA-O 1!!!J2-
Attachments
Are alI required attachments included?
10C
Contract 09-5262
"County- Wide Engineering Services" - Civil-Public Utilities Water, Wastewater and Irrigation
(CI-PU H20), Civil-Transportation Stormwater (CI-Storm), Civil-Transportation Roads (CI-
Roads), Civil-Transportation Bridge (CI-Bridge), Civil-Transportation CEI (CI-CEI), and Civil-
Transportation Survey (CI-Survey)
THIS AGREEMENT is made and entered into this ~ day of f\I\d,-d, , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Agnoli, Barber & Brundage, Inc.,
authorized to do business in the State of Florida, whose business address is 7400 Tamiami Trail
North, Suite 200, Naples, Florida 34108-2855 (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
10e
1. Civil-Public Utilities Water, Wastewater and Irrigation (CI-PU H20)
2. Civil-Transportation Stormwater (CI-Storm)
3. Civil-Transportation Roads (CI-Roads)
4. Civil-Transportation Bridge (CI-Bridge)
5. Civil-Transportation CEI (CI-CEI)
6. and Civil-Transportation Survey (CI-Survey)
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
2
IDe
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in 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.
3
10C
1
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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., P.E., 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.
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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.
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
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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
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
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specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 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
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document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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:
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing 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
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in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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
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Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
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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
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
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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.
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
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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.
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 CONSUL TANT. 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.
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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
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
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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.
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.
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9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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.
93.5 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.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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
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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
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
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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.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSU L T ANT. 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
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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.
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.
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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.
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
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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.
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
23
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costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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, Purchasing Building
3301 Tamiami Trail East
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Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Agnoli, Barber & Brundage, Inc.
7400 Tamiami Trail North
Naples, FL 34108
Phone: 239-597-3111; Fax: 239-566-2203
Attn: Dominick J. Amico, Jr., 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.
25
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained In this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
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
26
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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
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.
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19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
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either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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:
c.
"., .
~'. . ,... _. c '-<."-
Dwight 15. Btock, "Clerk
BY~
'il~:-' .. .: ''';. 10
If, . ....' -" '
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By: ~,~ W. ~.
Fred Coyle, Chairman
De
7
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Agnoli, Barber & Brundage, Inc.
By:~/~I-.
Witness
Matthew D. McLean
Typed Name and Title
Witnes~
Dominick J. Amico, Jr.
Typed Name and Title
VII
.Tames A. Carr
Typed Name and Title
Item# J{') U
Agenda ~..q -1 D
Dale J _
30
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Civil-Public Utilities
Water, Wastewater and Irrigation (CI-PU H20), Civil-Transportation Stormwater (CI-Storm), Civil-Transportation
Roads (CI-Roads), Civil-Transportation Bridge (CI-Bridge), Civil-Transportation CEI (CI-CEI), and Civil-
Transportation Survey (CI-Survey))
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
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Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Inspector
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
loe
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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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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.1
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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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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. 'This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
C-G
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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 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
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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.
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(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.
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SCHEDULE 0
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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
Agnoli, Barber & Brundage, Inc.
BY:
~JLj
v r
TITLE:
J.p.
DATE:
3 115//D
.
D-1
Cllent#: 1955 AGNOBAR3 .. ^^ .
ACORDm CERTIFICATE OF LIABILITY INSURANCE ~ ~;~/~MMIDDIYYYY}
21 12010
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Suncoast Insurance Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
P.O. Box 22668 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Tampa, FL 33622.2668
813289-5200 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Charter Oak Fire Insurance Camp 25615
Agnoli, Barber and Brundage, Inc. INSURER B: Travelers Indemnity Company 25658
7400 Tamiami Trail North INSURER c: Travelers Casualty and Surety C 19038
Suite, 200 INSURER 0: XL Specialty Insurance Company 37885
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. 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 P~~I~.r,EXPlRATION
EL EACH ACCIDENT $1 000 000
EL DISEASE - EA EMPLOYEE $1 000 000
E.L, DISEASE - POLICY LIMIT $1 000 000
$2,000,000 per claim
$4,000,000 annl aggr.
LTR N R
TYPE OF INSURANCE
POL.ICY NUMBER
A
0995M029
05113109
EACH OCCURRENCE
I g~t;1d~FfJ? RENTED
MED EXP (Any 0118 person)
PERSONAl & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
05113110
~NERAL LIABIL.1TY
X COMMERCIAL GENERAL LIABILITY
== t:rCLAIMS MADE [X] OCCUR
-
-
~'L AGGRE~E ~L1MIT AP~S PER:
I POLICY I I j~9i I ILOC
~TOMOBIL.E L.IABIL.1TY
!... ANY AUTO
_ ALL OWNED AUTOS
SCHEDULED AUTOS
~ HIRED AUTOS
.!.... NON-OWNED AUTOS
X Drive Other Car
05/13110
05113109
BA 1378L202
B
COMBINED SINGLE LIMIT
(Eaaccidenl)
BODILY INJURY
(Per person)
BODILY INJURY
(Peraccidenl)
PROPERTY DAMAGE
(Per accident)
~~GE LlABIL.ITY
I ANY AUTO
AUTO ONLY - EA ACCIDENT
OTHER THAN
AUTO ONLY:
B
CUP9034Y340
05113109
EACH OCCURRENCE
AGGREGATE
05113110
--:;lESSJUMBREL.LA L.IABILlTY
....!J OCCUR D CLAIMS MADE
I DEDUCTIBLE
xl ~ETENTION $ 10000
C WORKERS COMPENSATION AND
EMPLOYERS' L.IABIL.ITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
If yes, describe under
SPECIAL PROVISIONS below
D OlliER Professional
Liability
05101109
x
WC STATU-
05101110
5824Y70308
DPR9680024
05115109
05115110
DESCRIPTION OF OPERATIONS I L.OCATIONS I VEHICL.ES I 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
LIMITS
.1 000 000
.1 000 000
.10000
.1 000 000
.2 000 000
.2 000 000
'1,000,000
.
.
EAACC $
.
AGG
.1 000 000
.1 000 000
.
.
.
IOJ~
Collier County
Purchasing Department
3301 Tamiami Trail East
Naples, FL 34112
SHOUL.D ANY OF lliE ABOVE DESCRIBED POL.ICIES BE CANCEL.L.ED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WIL.L ENDEAVOR TO MAlL. ---3n.... DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO lliE L.EFT. BUT FAIL.URE TO DO SO SHAL.L.
IMPOSE NO OBLlGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
~ED REPRE~TlVE
....,.., Ql.. .a
-
@ ACORD CORPORATION 1988
ACORD 25 (2001/08) 1 of 2
BJM
#S236404IM192225
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
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-5 (2001/08) 2 of 2
#S236404IM192225
IDe
j
MEMORANDUM
Date: March 25, 2010
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262: County-Wide Engineering Services
Contractor: TRC Worldwide Engineering, Inc.
Attached please find an original contract document, referenced above,
(Agenda Item #10C) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold one of the second
original agreement in the official records of the Board.
rfyou should have any questions, please contact me at 252-8406.
j
Thank you.
Attachment
~.'__'_"m'.._,____~_._,_____
ITEM NO.:
lO,~/a 5uS
DATE REcEIIQ C
, ~;i
FILE NO.:
" 'J\ '-', _:. ',-Jj- f ("Ie
.1\ .!rd 1\, /ir'" -\1__
, ': 1h'!\jD
I,; If C)'
ROUTED TO:
," /0
_.CO; ,
P 19 Mil! 1;6 r vt
,~( l,t<rf {) ~ ) ; -v-Vl
'f.f L "~ +-- +-v
b2 /) t L~
pi':> .".pA
_~1Y7" S!~)}}3
')
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date: March 17,2010
To: Office of the County Attorney
Jeff Klatzkow
512. -r Due 3/a3
From: Diana De Leon, Contract Technician
Purchasing Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: TRC Worldwide Engineering, Inc.
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~
'1\'\..1\~'D
RLS #LQj?ec--C>-l5-~~
CHECKUS r FOR REVIEWING CONTRACTS lU C "'" t-'{
Entity Nall~:I3...c.. /,",,-Of W. wide.. ere~ ('f'efl' '5 ~-l---I'lC
Entity name correct on contract? _~ 0/ No
Entity registered with FL Sec. of State? ~es No
Insurance
Insurance Certificate attached? ._~.Yes No
Cnsured registered in Florida? _~__Yes No ~
Contract # &lor Project referenced on Certificate" Yes ~ No ~ (~0 G~ C
Certificate Holder name correct (BCC)? _V-'yes No
Commercial General Liabilif%- #
General Aggregate Required $" LMI) l Provided $ 2m,\l Exp. Date \ 11
ProductslCompl/Op Required $_LL~-'- Provided $ It I ,_ Exp. Date __1-'---'-'--
Personal & Advert Required $ It' t Provided $ \ fV\i U- Exp. Date _~.!...'..
Each Occurrence Required $ ~ _' I t Provided $1L I '_ Exp. Date ~.___~~
FirelProp Damage Required $.::;;::(;l \L Provided $ "i3f:f">"L Exp_ Date '" I I
Automobile Liability ,J ~ \ \
Bodily Inj & Prop Required $ ~ ~ Provided $ '\ m\1l Exp D . \ '1 l \
Workers Compensation
Each accident Required $'\~\l Provided $ \ D'D"It,. Exp Date_1\=1.4
Disease Aggregate Required $-1-'--_1...'- Provided $" , I Exp Date --'-'-~~
Disease Each Emp! Required $ I t I I Provided $ ~'C Exp Date ."-_:.......:...
Umbrella Liability 4' I.
Each Occurrence Provided $~ Exp Date \ 41.~
Aggregate Provided $LL_LJ_ Ex]] Date _ { t,
Does Umbrella sufficiently cover any underinsured portion? X- Yes __No
Professional Liability \. l - "\ LJ \ . \ 1"2-
Each Occurrence Required $ .Jr'0\ \_ Provided $ ~ \ Ii Exp. Date ~
Per Aggregate Required $.IL--.!..!... Provided $..LL--'-L Exp. Date _ It" /
Other Insurance
Each Occur Type:
Required $ ___
Provided $
-4
-6,.LY cs
Exp Date ~
County required to be named as additional insured?
County named as additional insured?
No
No
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
~es
Yes
~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
Yes
No
Yes
Yes
No
__~No
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
AuthorIzatIOn for executor to sign, lfnecessary- ~~~____ __~~ ~
ChaIrman's SIgnature block? es
Clerk's attestatIOn slgnature block? s
::'"::~:~;,;;;~:::,::::", ;;:--
~:
_..~
No
No
No
__No
__No
No
No
__----c_No , Q~}O
ReVIewer Initlals-L ,
Dale: __.
1J4.COA-O I 03
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10 C~lof2
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Foreign Profit Corporation
TRC WORLDWIDE ENGINEERING, INC.
Filing Information
Document Number F06000007320
FEI/EIN Number 621803853
Date Filed 11/27/2006
State TN
Status ACTIVE
Principal Address
217 WARD CIRCLE
BRENTWOOD TN 37027
Mailing Address
217 WARD CIRCLE
BRENTWOOD TN 37027
Registered Agent Name & Address
CHARLAND, DAVID 0
3590 NW 56TH STREET
FT LAUDERDALE FL 33309 US
Officer/Director Detail
Name & Address
Title MR
RAMANNA, SURENDRA PRESID
217 WARD CIRCLE
BRENTWOOD TN 37027
Title MRS
RAMANNA, SUJATHA SECTRY
217 WARD CIRCLE
BRENTWOOD TN 37027
Title MR I
TODD, MCCOY COOID
7310 TILGHMAN ST STE 60
ALLENTOWN PA 18106
Annual Reports
Report Year Filed Date
2008 01/16/2008
http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&in'L. doc _ number= F060000073... 3/12/2010
www.sunbiz.org - Department of State
1 agO offt~1,
.
2009 01/1412009
2010 01105/2010
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01/05/2010.. ANNUAL REPORT
01/14/2009 -- ANNUAL REPORT
11/27/2006 Foreign Profit
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01/16/2008.. ANNUAL REf'ORT
02/19/2007 -- ANNUAL REPORT
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: HOi'YH, I Cc lli,del '1<; I [)Oc'Wh'nt Si'i1rdl(:~; I [-Hlinq ~>orvi,f'(; I 1'(;rt"l'; ! IKin I
(C'lJvrleJ;lt <1I,c1 Pri'/dlY POlicies
::up'/f'iqIH ,Y,' ).;..()/ ~;ti1t(, ,it I !ori!id, DepiHlrh;!ll( -A Sti-j!'C
http://www.sunbiz.org/scripts/cordet.exe?action= DETFlL&in~ doc.. number= F060000073... 3/12/2010
MEMORANDUM
loe
1
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician .rd__<-
Purchasing Department ..JV
DATE: Ma~h17,2010
RE: Review Insurance for Contract #09-5262 "County-Wide
Engineering Services"
.
Contractor: TRC Worldwide Engineering, Inc.
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
RECEIVED
M~R , S 10\0
RISK MANA~'''2
N1f2tJJ1/
,41::/10
IDe '''4
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Friday, March 19, 2010 10:25 AM
DeLeon Diana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
All, I have approved the certificate(s) of insurance provided by:
1. RWA, Inc.
2. Q. Grady Minor
3. Black & Veatch Corp.
4. Vanassee Hangen Brustlin, Inc. (VHB)
5. AECOM USA, Inc.
~ TRC Worldwide Engineering, Inc.
These contracts will now be forwarded to the County Attorney's Office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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 offjce by telephone or in writing.
1
10 C ~~~
Contract 09-5262
"County- Wide Engineering Services" - Structural (ST)
THIS AGREEMENT is made and entered into this ~day of M" or< h ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and TRC Worldwide Engineering, Inc.,
authorized to do business in the State of Florida, whose business address is 217 Ward Circle,
Brentwood, Tennessee 37027 (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
Oiscipline(s):
1. Structural (ST)
1
'l€liC wi;~l
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
10 C H1
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.
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
lac .t~"
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 Paul S. Moerschel, P.E., 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
1 0 C ''l f1
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 C "HI
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
~ ..~..._---._--,~.-.~-"._,--_._..- "",. ~.._.>-,._~._,---
10Cl~1I
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
IDe 'ltc'
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
lOe
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
10C
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
IOC i'~
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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 C 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
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
12
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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
14
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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.
15
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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
'-' -.._.._------,_..,--~---~"--~._~
10 C 1
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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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, Purchasing Building
3301 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:
TRC Worldwide Engineering, Inc.
12550 Professional Park Drive, Suite 7
Ft. Myers, FL 33913
Phone: 239-939-1414; Fax: 239-278-4289
Attn: Paul S. Moerschel, 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 III 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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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 ofthis 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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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:
Dwight E. Bp~9kiClerk
^. ' .,: ... '..'. " [ ~','
By: u;...U.M
OJ:.
Date ~I~l D
AU_." II _~t
.t...... ...,. "
Approved as to form and
le!(ai'sufficiencY) )
r5--<o.11 (' ~f.A<L
Assisldlll County Attorney
1kr~~2~~
'/ .--~~---
l ' ......../ ------
Witness
Paul E. Carroll, Principal - Division Manager,
Florida Transportation
. JI"".........,..~.~~....~;;L1'V
/'.. <'".':-t/-,//>1_
Witness
Paul S. Moerschel, Principal, Division Manager,
Structural
30
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
,.~ _~Lv r~
By: ..1'1- . ,-
Fred Coyle, Chairman '
TRC Worldwj(le Engineering, Inc.
,>. ./
.. G 1 ".
~ . l,.. 1 -
By: , lit t " /
T /
Todd G. McCoy, COO
Typed Name and Title
Item# JDC;
Agenda 3..tf10
Dale
:=d 8---,15.D
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
,20
(RFP/Bid 09-5262- Structural (ST)
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
loe
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Principal
$195
Senior Project Manager
$165
Project Manager
$148
$155
$119
$85
$65
$140
$110
$115
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
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 polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
C-1
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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
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 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
IOC
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
IOC
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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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
C-6
toe
(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
IOC
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
IO C
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
IDe
(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
IDe
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, TRC Worldwide 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
TRC Worldwide Engineering, Inc.
./
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BY:
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TITLE:
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DATE:
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0-1
IDe
CERTIFICATE OF INSURANCE
DATE 0"'22'10
PROOUCER THIS CERTIFICATE IS ISSUED AS A MAHER OF INFORMATION ONI. Y AN!) CONITRS NO
RIGH~,~PON ~HE ~;.~~IFICA TE HOLDER. THIS C~RTlFIC ATE DOES NOT AMEN!).
PROFESSIONAL DESIGN INSURANCE FXTFN OR A .TFR F('llVFRM;FAFFORnr.nRYTlIFP{)IJC1FSRI.I.(IW
COMPANIES AFFORDING COVERAGE
MANAGEMENT CORPORA TION
P,O. BOX 501130 COMPANY ^ Archilecls and Engineers Insurance Compan) (ALle I
LEnIOR
INDIANAPOLIS, IN 46250
Phone: (317) 570-6945 Fax: (317) 579-641 () COMPANY B
LEnER
INSURED COMPANY C
TRC Worldwide Engineering Inc. & el al LETTER
217 Ward Circle COMPANY D
Nashville, TN 37027 LEnER
COMPANY 10
LETTER
COVERA<;ES
THIS IS TO CERTIFY TIIA T POLlCI~S Or INSURANCL I.ISTUJ ll~l.OW I I ,\V I' BELN ISSllUJ ['() 1111 INSlIl{I-1) J\./\\IE ABOV1.: H)I(I HI I'olll' 1'1 Kl()j)
INDICATED. NOTWITHSTANDIf\G N~V REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR (rnlFR Don:\1FNT Vl.'1T1IKr:SI'I:('1 nl Wllll'\1
THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. TIlE INSURANCE AFFORDED BY THE l'uLll'lES ll~SCRIBCD IIEREIN IS SlJllJITTIlJ ALL 1'111-
TERMS. EXCLUSION. AND CONDTION OF SUCH POLICIES. LIMITS SHOWN MAY HA VI' BEEN R~llUCED BY I'AIII CLAIMS.
CO TVPE OF INSURANCE POLICY NUMBER POLICY POLICY LIMITS
LTR EFI'ECTIVE EXPIRATION
OATF nATF
GENERAL LIABILITY GENERAL AGGREGATE $
I I COMMERCIAL GENERAL l.IABH.lTY rRl)Dl ;CTS-U)f\W.'1 )P~ ,\li< iRH ,..\ n \ I
I ] I ]CLAIM MADE I J OCCURRENCE PERSONAL & ADVl::RTJSI~(j INJURY S
I ) OWNER'S & CONTRACTORS PROTECTIVE EACH OCCURENCE $
I) FIRI D.\!'v1'\(i1j.\'\;YCI'1 !-!I{!) ,
11 MEU,EXPENSE IANY ONE PERSOl'l1 S I
AUTOMOBILE LlABIUTY cst $
I I ANY AUTO BODIL Y INJlJR Y $
I I ALL OWNED AUTOS (PER PERSON)
I J SCHEDULED AUTOS BODII. Y INJUR Y $
I I HIRED AUTOS IPER ACCIDENT)
I I NON.()WNED AUTOS I
I I GARAGE LIABILITY PROPERTY S
II DAMAliE
EXCESS LIABILITY I;ACH AGGREGATE I
I I UMBREI.LA FORM Ot.'CIIRRI:Nl":
I I OTHER TIIAN UMBREL.LA S-'f\n 1()j{Y '"
WORKERS' CUMI'E~SATION S tlo-\l.lI..\ll'Il>I:\:ll
AND $ IDlSI'ASI'-I'OI.lCY liMIT)
EMPLOYER LlAllIl.ITY $ (DISEASE-EACH HWLUYEI: I
A OTHER
PROFESSIONAL LIABILITY AEICPG-08 4/112009 4/1/2012 5000000 LIMIT EACH CLAIM A~D
IX] ARCHITECTS AND ENGINEERS 5000000 IN THE AGGREGATE
I I
DESCRIPTION OF OPERA TIONS/LOCATIONIVEHICLES/SP~CIAL ITEMS I
I
CERTIFICATE HOLDER SHOlll.D A~Y or: TIlE AAOVF. DESl"RIBH) POI 1< 'II''' Hi' (-:\I'"l\-I\ !ll \
BEFORE THE EX!)IRATlON UATE THEREOF, THE ISSUIN(j COMPANY
Collier Counly Florida WILL ENDEA VOR TO MAIL 30 DAYS WRITI'EN "OTlcr TO TIlE
3301 Tamiami Trail Easl CERTIFICATE HOLDER NAMED ro THE LEfT. Bl:T FAILURE TO
Naples, FL 34112 MAIL. SUCII NOTICE SIIALL IMPOSE NO OBJ.lGAflON OR J.IABIUTY
OF ANY KIND UPON THE COMPANY. ITS AGENTS OR
REPRESINTATIVES.
AUTHORIZED REPRESENTATIVE
ACORD 25-S (1/<J5) *~ 13~v I
I
IDe
ACORD~ CERTIFICATE OF LIABILITY INSURANCE DATE (MMlDDlYVYY)
3/4/2010
PRODUCER (615)383-8874 FAX: (615)383-8939 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Neal ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Frank E. & Co., Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
2223 Eighth Avenue, South ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P.O. Box 40507
Nashville TN 37204 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A Travelers Ins. Co.
TRC Worldwide Engineering, Inc. INSURER B
Jenkins & Charland INSURER C
217 Ward Circle INSURER D
Brentwood TN 37027 INSURER E
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 r~F:~~\DED BY ~:~~ ~~;ICI;~nl?;;~RIBE~I~~~;II~~'S SUBJECT TO Al~ THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
A TELlMIT H WNMAYH R DBYPA I
;I~~: ~~~~ TYPE OF INSURANCE POLICY NUMBER P8,N~1:~r88,wf ~kl.fJ,;<.x~N LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
- 8~~b~~J9~~~~nce
-"- 5MERCIAL GENERAl LIABILITY $ 300,000
A CLAIMS MADE ~ OCCUR 6309132M425 1/7 /2010 1/7 /2011 MED EXP IAnv one nerson\ $ 10,000
-
PERSONAL & ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREAE LIMIT AAES PER PRODUCTS. COMP/OP AGG $ 2,000,000
~ , PRO.
POLICY JECT LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000
- (Eaaccident) $
-"- ANY AUTO
A ALL OWNED AUTOS 8101055N490 1/7/2010 1/7 /2011 BODILY INJURY
- (Per person) $
- SCHEDULED AUTOS
-"- HIRED AUTOS BODILY INJURY $
-"- NON.oWNED AUTOS (Peraccidenl)
PROPERTY DAMAGE $
(Peraccidenl)
~~GE UABIUTY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EA ^rr $
AUTO ONLY AGG S
~~SSlUMBRELLA LIABILITY EN'H rvy', 'RREN"E $ 3,000,000
X OCCUR D ClJ\IMS MADE AGGREGATE $ 3,000,000
$
A ~ ~EDUCTIBlE CUP1055N533 1/7 /2010 1/7/2011 $
X RETENTION S 10 000 $
A WORKERS COMPENSATION AND X I T~1JtJIY~ I OJ~.
EMPLOYERS' LIABILITY
ANY PROPRI ETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 100,000
OFFICERIMEMBER EXCLUDED? UB9168M201 1/7 /2010 1/7 /2011 E.L. DISEASE. EA EMPLOYEE .$ 100,000
~~~~I~s~:;~~~~s be~ E.L DISEASE. POLICY LIMIT $ 500,000
OTHER
DESCRIPTION OF OPERATIONSlLOCATlONSlVEHICLESlEXCLUSlONS ADDEO BY ENDORSEMENT/SPECIAL PROVISIONS
AS RESPECTS GENERAL LIABILITY, THE CERTIFICATE HOLDER IS ADDITIONAL INSURED PER FORM CGD414 WITH RESPECT TO THE
WRITTEN CONTRACT BETWEEN THE CERTIFICATE HOLDER AND THE NAMED INSURED FOR THE REFERENCED PROJECT OR AGREEMENT.
*EXCEPT 10 DAYS NOTICE FOR NONPAYMENT OF PREMIUM
COLLIER COUNTY FLORIDA
3301 TAMIAMI TRAIL EAST
NAPLES, FL 34112
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT
FAILURE TO 00 so SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE
CERTIFICATE HOLDER
INSURER ITS AGENTS OR REPRESENTATNES.
AUTHORIZED REPRESENTATNE
Mark Neal/LMOORE
'----rvz.:: ,-
~
ACORD 25 (2001/08)
@ACORDCORPORATION 1988
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( 5).
If SUBROGATION IS WAIVED. subject 10 Ihe 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), 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 (2001108)
INS025 (0108).08a
Page2of2
IDe
MEMORANDUM
Date: March 25,2010
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262: County-Wide Engineering Services
Contractor: Vanassee Hangen Brustlin, Inc. (VHB)
Attached please find an original contract document, referenced above,
(Agenda Item #10C) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold one of the second
original agreement in the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
ITEM NO.:
I D ~?eC- 0 l <=VLfw
,,'jil-,( pATE RECEIJ.~ e
-'\)Ut,; 7 \~c ',;.;' i , (
'll!~; It {LLi'J
?,o'n . 'h'NFI, ,~ ',/
{.i/u/I;!.) . cr .
"" / 9 , -
'T ~~ ~.~/'- 'X"
DO NOT WRITE ABOVE THIS LINE 4 " "'d '\,~
~ 'L.. '
~L 1(:
~~(o
') f\-J 1/ /
J( 0
4
FILE NO.:
ROUTED TO:
REQUEST FOR LEGAL SERVICES
Date:
March 16, 2010
To:
Office of the County Attorney
Jeff Klatzkow
SC, --:
f,vJ
,../
I
~\~)
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
. Contractor: Vanassee Hangen Brustlin, Inc. (VHB)
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
\\1~
'1\",.,\\0
MEMORANDUM
10 e T~
TO: Ray Carter
Risk Management Department
FROM:
Diana De Leon, Contract Technician
Purchasing Department
f '- t}""-
-----
DATE: March 16, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Vanassee Hangen Brustlin, Inc. (VHB)
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
DATE RECEIVED
MAR 1 7 2010
RIa
4r, ~ ~7",
. lee
, .
, ?-, n{r'U
10C
1
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Friday, March 19, 2010 10:25 AM
DeLeon Diana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
All, I have approved the certificate(s) of insurance provided by:
1. RWA, inc.
2. Q. Grady Minor
3. Black & Veatch Corp.
~ Vanassee Hangen Brustlin, Inc. (VHB)
5. AECOM USA, Inc.
6. TRC Worldwide Engineering, Inc.
These contracts will now be forwarded to the County Attorney's Office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 239-821-9370
Under Florida Law, e-mail addresses are pUbhc 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
IDe j
VANASSE HANGEN BRUSTUN, INC.
Certificate of Vote
I, Robert M. Dubinsky, hereby certify that I am the duly elected Clerk of
Vanasse Hangen Brustlin, Inc.
I hereby certify the following is a true copy of a Vote taken at a meeting of
the Board of Directors of the Corporation, duly called and held on January
27, 2010, at which a quorum ofthe Board was present and voting.
VOTED:
That William J. Roache is the Executive Vice President of
Vanasse Hangen Brustlin, Inc. and is hereby authorized to
execute bonds, leases, certificates and professional service
contracts, proposals and amendments, in the name and
behalf of said company and affix its corporate seal thereto;
and such execution of any contract or obligation in this
company's name on its behalf under seal of the company,
shall be valid arul. binding upon this company.
I hereby certify that said vote has not been amended or repealed and remains
in full force and effect as of this date, and that William J. Roache is Executive
Vice President of this Corporation.
ATTEST:
Date: March 9. 2010
(Corporate Seal)
.
\\mawatr\corporat\BOD\Contract Certifications\Roachecertification.doc:
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Foreign Profit Corporation
VANASSE HANGEN BRUSTLlN, INC,
Filing Information
/'
Documenl Number P14454
FEI/EIN Number 042931679
Dale Filed 05/14/1987
Slale MA
Slalus ACTIVE
Lasl Evenl EVENT CONVERTED TO NOTES
Evenl Dale Filed 05/14/1987
Evenl Effective Dale NONE
/
Principal Address
101 WALNUT ST.
WATERTOWN MA 02472
Changed 01/05/2010
Mailing Address
101 WALNUT ST,
POBOX 9151
WATERTOWN MA 02472
Changed 01/05/2010
Registered Agent Name & Address
v
REGISTERED AGENT SOLUTIONS, INC,
155 OFFICE PLAZA DR STE A
TALLAHASSEE FL 32301 US
Name Changed: 12/11/2008
Address Changed: 12/11/2008
OfficerlDirector Detail
Name & Address
Title D
O'CALLAGHAN, FRANCIS
81 WATERVALE RD
MEDFORD MA
Tille D
ZEBROWSKI, ANNE P
101 WALNUT STREET
http://www.sunbiz.org/scripts/cordet.exe')action=DETFIL&in~ doc _ number=P 14454&inq... 3/12/2010
www.sunbiz.org - Department of State
Page 2 of3
,I
WATERTOWN MA 02471
Title D
FEINSTEIN, JONATHAN
38 CONSTITUTION DR
SOUTHBORO MA
Title T
JACKSON, JOHN B
22 SCHOOL HOUSE LN
HINGHAM MA
/
Title D
ROACHE, WILLIAM J,
38 GROVE STREET
NORFOLK MA
Title C
DUBINSKY, ROBERT
80 HAYWARD STREET
HOPKINTON MA 01748
Annual Reports
Report Year Filed Dale
2009 01/30/2009
2009 05/18/2009
2010 01/05/2010
Document Images
01/05/2010 -- ANNUAL REPORT
05/18/2009 -- ANNUAL REPORT
01/30/2009 -- ANNUAL REPORT
12/11/2008 -- Reg, Agent Change
01/14/2008 -- ANNUAL REPORT
01/16/2007 ANNUAL REPORT
02/27/2006 -- ANNUAL REPORT
01/25/2005 -- ANNUAL REPORT
01/15/2004 u ANNUAL REPORT
05/02/2003 u ANNUAL REPORT
01/24/2002 -- ANNUAL REPORT
OS/22/2001 -- ANNUAL REPORT
0711112000 -- ANNUAL REPORT
02/21/1999 -- ANNUAL REPORT
07116/1998 u ANNUAL REPORT
02106/1997 -- ANNUAL REPORT
03/27/1996 -- ANNUAL REPORT
05/01/1995 u ANNUAL REPORT
IDe
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Note: This is not official record. See documents if question or conflict.
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CHECKLIST FOR REVIEWING CON~~1~TP'2.~-6l-S-l-LC
ElllityName:~Cl~(\o~e~.Man~~('U3-H\n 1 nC.
Entity name correct on contract'} ~ -~ No IDe
Entity regIstered WIth FL See of State" ~Yes No
Insurance . /
Insurance Certificate attached? ~_ Yes No
Insured registered in Florida? _ ~..Yes No
Contract # &lor Project referenced on Certificate? ____~_-...--y.e YesS No
Certificate Holder name correct (BCC)? yYe Na
Commercial General Liability c:'. \'IT
Genera! Aggregate Reqnired$2~ \1 Provided $ 2""i \1 Exp, Date~t:>
Products/Campl/Op Required $_,'..'------"-' Provided $ I' .J! Exp. Date__..!. . ,
Personal & Advert Required $ '. . . Provided $ \ M\ \ \ Exp. Date .. ' /
Each Occurrence Required $ , . _~ Provided $__ ...LL__----.!.J_ Exp. Date J I
FirelProp Damage Required $ 5C1'l Provided $ 11-----.Lj~ Exp, Date
Aulomobile Liability ~L ' r - I
Bodily Inj & Prop Required $ eilX:> T'I Provided $ \rY1 i \ I Exp Date (), \ I.~ \ 1'1)
Workers Compensation ~
Each accidenl Required $~~l... Provided $_, \yY'\\ \ \ Exp Date ~6.V-\Lt:>
Disease Aggregate Required $ I I I Provided $ ----1J.~ Exp Date 1 (__ ' J
Disease Each Emp! Required $' ,I I Provided $1....J'_----'-'- Exp Date I _, I'
Umbrella Liability . 1.1
Each Occurrence Provided $...iJ:L~ Exp Date ~,fL D
Aggregate Provided $ _ ' , .J' Exp Date L- '. ' ~
Does Umbrella sufficiently cover any underinsured port~~~!----_. -1<- Y es --~ 1'f.o
Professiollal Liability '.' \\ '_ \........ " \\ _"!'-
Each Occurrence Required $..1..r<\\ Provided $ tly'll' \ L ~ '
Per Aggregate Required $-'---'----'_" Provided $_t,.'_--.LL Exp, Date , I , I' I
Other Insuran~ rrf' _ c-\ \ 1
Each Occur TYPe:~t> d:qUired ~ Provided $ '2. j ~b(j)Exp Date~ it>
County required to be named as additional insured? ~.-*s No
County named as additional insured? Yes No
'.J
+s 1, )\t>
Indemnification
Does indemnification meet County standards?
Is County indenmifying other party?
0es ~
Yes
Yes No
-- Yes No
Yes No
:;:/1:s No
No
~ No
-
Yes No
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond _____..~_______
Does dollar amount match contract?
Agent registered in Florida?
Signalure Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
a---'NO
.:h:: ~~
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No 51T:
/i.;~i;''''lnitials ~.~n "70D
Dale: ____ . ~
(;4-('01\-01030/ 22
Attachments
Are all required attachments included?
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Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation Planning (CI-TRPL)
THIS AGREEMENT is made and entered into this '1~ay of (Iv \o-.vch. , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Vanasse Hangen Brustlin, Inc.,
authorized to do business in the State of Florida, whose business address is 101 Walnut Street,
Watertown, Massachusetts 02472 (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. Civil-Transportation Planning (CI-TRPL)
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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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
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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.
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 John Jennings 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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.
1 0.4 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, Purchasing Building
3301 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:
Vanasse Hangen Brustlin, Inc. (VHB)
225 E. Robinson Street, Suite 300
Landmark Center Two
Orlando, FL 32801
Phone: 407-389-4006; Fax: 407-839-4008
Attn: Mark F. Bertoncini
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 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,
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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,
,,\
'\,..';
........ ':.J,,:<
DwightE: Brock, ,tle.~_
-
BY:~,
"
c
By: ~-~ w. C+_
Fred Coyle, Chairman
A ed as to form and
egal SU7~i~~
7t;/< J<:,,,
~ssistaAt County Attorney
'-'<'Y''';~
vanafsf HangeP13rust!i'l9. Inc.
. /;fth, /'
By' i/f<1 "./~. }
. j:. ''V /lni";::"!;.
Wflliam J. Roache
Senior Vic-e PreRident
Typed Name and Title
~~..L ~t-f /~t.L........--
Wdt-ri~~/ Joyce Hamner
F.xecutive Secretary
Typed Name and Title
Witness Cathy Crannell
Risk Administrator
Typed Name and Title
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Agenda yq /'10
Date
I [mte ~/~5./1\)
Rec'd
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20
Planning (CI-TRPL)
(RFP/Bid 09-5262- Civil-Transportation
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)
TOTAL FEE
$
$
$
$
Task I
Task II
Task III
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Designer
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
$130
$160
$180
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
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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 polices 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
poor 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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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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
IOC
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
IOC
(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-?
lOC
,
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
IOC
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~'~.___"'__~.___" .'.,._".___....._.__u____..'.'..._______.__
IOC
(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
IO C
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Vanasse Hangen Brustlin, 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
Vanasse Hangen Brustlin, Inc.
II ./i
f;f /~/ /,.
BY: /!L~AYd4i-----
William J. Roache
TITLE: Senior Vice President
DATE: March 15, 2010
0-1
ACORD.
CERTIFICATE OF LIABILITY INSURANCE
OP ID PB
VANAS-l 02 23
THIS CERTIFICATE 15 ISSUED AS A MAnER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOt AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
PRODUCER
Poole Professional Ltd.
107 Audubon Rd. #2, Ste. 305
Wakefield MA 01880
phone: 781-245-5400 Fax:781-245-5463
-INSURED
Vanasse Hang~ Brustlin, Inc.
VHB Engineering,
Surveying << Landscape Arch.,PC
Vanasse Hangen Brustlin LLC
P. O. Box n51
Watertown MA 02471
INSURER A
n'lilveh,rll :tsUIIUV1.it.y Co of co.!'
NAIC#
- ~,.~>-~.--'"--
25682
25615_...__.__
25658
-,-~~'--'-....."-
,_2.!'.?_~__
39454
INSURERS AFFORDING COVERAGE
INSURE~_B' Charter _pa~_~ire In~~___~~!.___
INSU~~ c:,,~~_ Travele;-e Indemn~,,~_..Co.
I~SU~~~~~. Pa~l Fir~.,~.~Eine ___,"
INSURER E: safet Insurance Com an
COVERAGES
-THE. POLICIES OF INSURANCE LISTED BELOW HAVE BE.EN ISSUEO TO THE INSURED NAMED ABOve FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF AtofY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PEFlTA1N, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED H!:REIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIE.5, AGGREGATE LIMITS SHOWN MAY HAVE BeEN REDUCED BY PAID CLAIMS.
~~'~~R -'~;E OF INSURANCE POLICY NUMBER ----"-.--'n:a~~fu'berw!'"ps8It1r:5lfJi1Jf,A'tr N "-'-'~'--"'-"'-"-'-"-'u;;;iTs--'-'~-
GENERALllABIUTV EACH OCCURRENCE S 1,000,000
_ O.I\MAGEiu ~N I tU -_.'-'-"-- .
A . X ~~L~_~.!"lMERCfALGENE~~~IABllITY 6802611tJ561 05/01/0-9 05/01/10 I\"PREMISES (E30<<."'. !l!f.!L,_! $ 1,0,00., O.Q..Q__,-,
! I; ClAIMSMAOE GD OCCUR MeDExP{AnYO~~~~~~~_J..!_l:9_, OO~__.__~__
_~_,B~sines!-9~ers.._,,,,. INSURANCE IS PRI ~~_~_DVINJURY ,J!.,~!.OOO,OOO
_j~~tract_~._.~iab. .' INCL. BLANKET WAIV :"G~~~RAI.AGGREGATE ! s 2,000-,,,9,00
GEN'L AGGREGATE LIMIT APf'LIES PER:! !RODUCTS.:5:?~~~ AG-G"! ~-!,.Q.O O.~_<i9j" -~
I PWey Ix j!'t'i LOe I
\~TOMOBILE LIABILITY
X 1 ANY AUTO
! X ~ ALL QWNEDAUTOS
X SCHEDULED AUTOS
X HIRED AUTOS
X NON.oWNfD AUTOS
X BUSINESS AUTO
DEDUCTIBLE
X RETENTION $10,000
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
B ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
~~~t,lr~~~v~g1bN5 below
OTHER
UB-5825Y496
05/01/09
! COMBINEOSINGLEUMIT '$1 000 000
06/13/10 l tEa ac~~~':'~~_..,,_,....,----1-_,.,_~__,_,_~._._.
, ,
I BODilY INJURY I s
05/01/10 (Perpersol'l) I
'-'-----'-'---,----.." -
05/01/10 I BODilY INJURY I
05/01/10 (Peraccidenl) : S
'---' -,-",-,",-,_..,-".,_._, .. "-""'.--'--~"--""'''''''-'
05/01/10 PROPERTY DAMAGE \ $
(Peraecidelll) I
~~:::~~~ ~"~~~~~~7il{.~ _~._="~',~=
AUTO ONLY. AGG $
GCH OCc.\!.~~~,_J.!.!.<h.2.~.!. 0 00
05/01/ 1 OAGG~E'!~:r.e...__n_H 1 0 ,_0. 00 !..QQQ.
------'---umJi'___==::.-=
$
X TORY LllvIITL- .JiEL_
E.l.EACHACCIDENT $1,000,000
E.L.DI$EASE.EA,EMPlQY $1,000,000
E.L. DfSEASE . POLICY liMIT $ 1, 000 , 000
05/01/10
1501873
06/13/09
C
A
.,,::/04.41..114.).. C't'.Nll.1tl.I"t...V't
! 05/01/09
MA 05/01/09
05/01/09
05/01/09
E
BA2043L055 NO&H
BA2067L575 VA
; BA2044L84A-08 NY
GARAGE UASIUTY
ANY AUTO
;-
,
Dlx
I
EXCESS/UMBREllA lIABILITY
X OCCUR [] CL1,IMS MADE
QK06502228
05/01/09
A
Prof. Office Pack.
05/01/09 I
05/01/10
valuable
Records
$2,250,000
680-2611L561
INSURANCE IS PRI
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS AObED BY ENDORSEMENT / SPECIAl. PROVISlONS
Re: Contract #09-5262 County wide Engineering Services. Interest of Collier
County is included as additional insured under the above indicated policies
only subject to all policy terms and conditions. InSurance is primary and
non-contributory.
Collier County
Attn, purchasing Dept.
3301 East Tamiarni Trail
Naples FL 34112
CANCELLATION
COLLI M 2 SHOULD ANY OF THE ABOVE OESCRlBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF. THE ISSUING INSURER WILL ~f4MAIl ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO 00 SO SHALL
IMPOSE NO OBLIGATION OR LlABIUTY OF ANY KINO UPON THE INSURER, IT$ AGENTS OR
REPRESENTATIVES.
AUTHOR R PRE
ORPORATION 19811
CERTIFICATE HOLDER
ACORD 25 (2001/08)
@ACO
ACORD.
CERTIFICATE OF LIABILITY INSURANCE
OP 10 PB
VANAS-l 0 2
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PROOUCER
poole Professional Ltd.
107 Audubon Rd. #2, Ste. 305
Wakefield MA 018BO
Phone: 781-245-5400 Fax:781-245.-5463
INSUI'tE.D Vanasse Hang,n B"rustl-in1 lna.
VHB Engineer1ng, Survey ng
Landscape Arch., PC .
Vanasse Hangen Brustl~n, PC
Assoc.
P. O. Box 9151
Watertown MA 02471
_ . INSURERS AFFORDING COVERAGE _" ,___",_,._. I NAIC # _"
- '--llNSURERA: _:L Sp.chlt,y I1311\lx.:~~~___~7885__
!INSlJRER'B: _ ~_ ______~____ ____ _~___
i INSURER c:
\_~~~~D: ___ __~-=-~-=~-=-~-=-~= --==-_-
IINSURE~ E'
COVERAGES
THE POLICIes OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD lNOICATED.N01W1THSTANDING
ANY REQUIREMENT. TERM OR CONDITION OF At(( COt'frRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERE:IN 15 SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES, AGGREGATE UMfTS SHOWN MAY HAVE Bi:;EN REDUCED BY PAID CLAIMS. ,- ,--
""",",'" - .__.-~.__.._._.._. -.--- ---'TIllOrrEl'n"CYrv. P'OOOY'"EXfSlffAfiOtf----<- ._._...--~_. ..-..- _P.
L TR INSR TYPE OF INSURANCE POLICY NUMBER I 'OAT~~~MIDif,w;t; DATE'IMMfDONYi' liMITS
GEIiERAL UABILlTY ! EACH OCCURRENCE S
-~! COMMERClALGENf;RAL LIABILITY , DAMAUE.TO""RENTEIJ.~.n --- --' ----" - - --
~-- [J OCCUR PREMISES(Ea~~!!~)_ -'-,-- -,,-"--"-,-,----
_...LJ CLAIMS MADE ~D EX.~ (Any Qne perllon) .
__u, ._.-
I PERSONAL & AD\! INJURY .
----'",,--- -..".,..--.-- , -, -.--
_L -~,,'-"'._._- GENERALAGGREGAT-E'.-"-I--;--."~-'--
._'------"-~-------' -,"--,-
-c:'!.r AGGRE~~i LIMI~ A~~~~ pm , PROO~CTS' COMPJOP AG.9'._ln!.._..._. -'
I POLICY i r:8T' : LOC
I AUTOMOBILE LIABiliTY COM81NED SINGLE LIMIT !
-- (Eaaeeidenl) i$
ArNAUlQ i-----------f-
- ..--.--.."'......-.....-
- ALL OWNED AUTOS BODILY INJURY I.
,,_~~ SCHEDULED AUTOS I (Per pereon)
....---"'..~."---- .-...----.-...-..-...-...-,,-...-
_.J HIRED AUTOS l BODilY II:lJURY :1
~ NQN-QWNE.D AUTOS : (PBrsCeldenl) ,
i .....-..-....-.--....-.- ...--.".. ..-.-. .....-...-
,-1--'---'-.-------'--- I I PROPERTY DAMAGE :$
i i (Perac>::idelil)
l:"E LIABILITY I ~UTO ONL ~..:~~ ~ECI05NT l_~.~..___~.^.... -----
I ANY AUTO OTHER THAN EAACC ,
r--- --.-.- -_."-~- ....-
AUTO ONLY; AGG .
! EXCESSJUM6RELLA LlAB1UTY ! ~~CCURRENCE .
.~] OCCUR L' -'."- -,,-.-.......---
__1 CLAIMS MADE i AGGREGATE S
I I !r~~-:~--::~ ~ jf-::~-:-~:~=
="=1 ~EOUCTIB1.E
I
RETENTION .
WORKERS COMPENSATION AND _b:QBicl~\ftL...L1R~.
EMPLOYERS' UABu..ITY _._....___...__...___ no '''"-
ANY PROPRIETOR/PARTNER/EXECUTIVE E.l. EACH ACCIDENT .
--...---.--..-....-."
OFFICE.R/MEMBER EXCLUDED? ~1~EASE . EA EMPLOYEE $
~~~BI1t~~tg',Jj~~~~5 b13low -...-,,-..---..-..-
E.L. DISEASE. POLICY liMIT S
OTHeR
A Arch./Eng. E&O DPR9680444 07/19/09 07/19/10 EachClaim $1,000,000
incl Pollution Lia FULL PRIOR ACTS Aaareaate Sl,OOO,OOO
DESCRIPTION OF OPERATIONS 1 LOCATIOIi$ I VEHICL.ES I EXCLUSIONS ADtlED BY ENOORSEMENT I SPECrAI. PROVISIONS
For professional liabili ty coverage { the aggregate limit is the total
insurance available for all covered claims presented within the policy
period. The limit will be reduced by payments of indemnity and expenses.
Re~ contract #09-5262 County Wide Engineering Services.
Collier County
Attn: Purchasing Dept.
3301 East Tamiami Trail
Naples FL 34112
CANCELLATION
COLt.I _ 2 SHOULD ANY OF THE ABOVE DESCRIBED POLlCIE.S BE CA.NCELLEO BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILLSQD:S~MAIL. ~ DAYS WRITTEN
NOTICE TO THE CER'J'IFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTH R PR
ORPORATION 1988
CERTIFICATE HOLDER
ACORD 25 (2001108)
10 C
.",",
MEMORANDUM
Date: March 25, 2010
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262: Engineering Services for Collier County
Contractor: HAS (Rare Earth)
Attached please find an original contract document, referenced above,
(Agenda Item #10C) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold one of the second
original agreement in the oftlcial records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
ITEM NO.: /O-{:tL -0 I s29'
10 C
DATE RECEIVED:
FILE NO.:
,~
" f~'" I ~., \ ;',. i {-,"
',.';_JI..'I,i7\/ .'.:;...___ Ie
, . i-i' '()RIIIEr
ROUTED TO:
ii'.! 16 2'i;~_ Dud-l:.J/1
(~!,! . .'. S1- elt, ) " '
q2l '. l ~
pt
Jz' ~ , y?
; ~,{/ ))1 D
?~
I\~
A r J
(,)t 't,// \~
!if'U/) . vi J
Contract: #09-5262 "County-Wide Engineering Services" '~ ~/ I 0
Contractor: HSA (Rare Earth) )
) ~{Y1
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 11, 2010
From:
Diana De Leon, Contract Technician
Purchasing Department
To:
Office of the County Attorney
Jeff Klatzkow
Re:
.
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~~
~\'L1\\()
MEMORANDUM
10 C e'r,
TO:
Ray Carter
Risk Management Department ,
Jk ../
(t.--
Diana De Leon, Contract Technician. C
Purchasing Department
FROM:
DATE:
March 11,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: HSA (Rare Earth)
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
10 C "1!'f
mausen_g
From:
Sent:
To:
Cc;
Subject:
RaymondCarter
Monday, March 15, 2010 2:07 PM
DeLeonDiana
mausen_g
Contract 09-5262 "Counly-Wide Engineering Services"
I have approved the certificate(s) of insurance provided by HSA Engineers & Scientists (Rare Earth Sciences) for contract
09-5262. The contract will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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.
IDe
f
~HSA
ENGINEERS & SCIENTISTS
A member of the eRA Family of Companies
March 22, 2010
Collier County Board of County Commissioners
Purchasing Department, Building G
3301 Tamiami Trail East
Naples, Florida 34112
Attention: Ms. Diana De Leon
RE: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACTS
Dear Ms. De Leon:
Please accept this letter as authorization for Michael E. Lastovica, Operations Manager,
to execute Contract #09-5262 "County Wide Engineering Services" with the Collier
County Board of County Commissioners.
Should you have questions or require additional information, please contact this office.
Sincerely
RARE EAR SCIENCES, INC. d/b/a HSA ENGINEERS & SCIENTISTS
1AJ;(
Richard G. Lewis, II, P.E.
Secretary
STATE OF FLORIDA
COUNTY OF LEE
Sworn to (or affirmed) and subscribed before me this ?i]f\~day of i\'\:)J1:~ 2010, by
Richard G Lewis, II.
.,'j.~~~_ JENNIFER CABLE
{~,lJ:'} V" COMMISSION # DD676525
"~~ . .,,' ,_XPIRES August 07,2011
',,,,'
(4Q7) 39&-015:; FIQlldaNolcrySUIY!CO,CQIll
P:\Proposalsi200912009.204 Caliar County Engineering SSMcaslProject IrlforrYlation\CcY1lracts & Proposals\Letler 10.03-22 RGl (11 "__'..,
Personally Known X
iN/A
~. Ir~/- 1
enni er Cable ,3!if,:r \\l
or Produced Identification _Type of Identification produced
www.hsa-env.com
1520 Royal Palm Square Boulevard, Suite 260/ Fort Myers, Florida 33919
Tel: (239) 936-4003/ Fax: (239) 936-0819
Offices in: Ft Myers. Atlanta. Charleston. Hilton Head. Orlando. Pensacola. Savannah. Tampa. West Palm Beach
Client Focused Solution Oriented Quality Driven
www.sunbiz.org- Department of State
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Florida Profit Corporation
RARE EARTH SCIENCES, INC,
Filing Information
Document Number P94000053943
FEIIEIN Number 593256313
Dale Filed 07/21/1994
Stale FL
Slalus ACTIVE
Lasl Evenl AMENDMENT
Evenl Date Filed 12/13/1999
Evenl Effective Dale NONE
Principal Address
4019 E, FOWLER AVE
TAMPA FL 33617 US
Changed 02/13/1998
Mailing Address
4019 E. FOWLER AVE
TAMPA FL 33617 US
Changed 01/06/2010
Registered Agent Name & Address
STULL, R. JEFFREY
602 S BLVD
TAMPA FL 33606 US
Officer/Director Detail
Name & Address
Title DP
ALBERGO, NICHOLAS
14103 POINT ANNE DR
ODESSA FL 33556
Title DT
SCOTT. DAVID D
914 SHADED WATER WAY
LUTZ FL 33549
Title 0
YING. ANTHONY
http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&in<L doc _ number= P94000053 9... 3/17/2010
www.sunbiz.org - Department of State
8085 CENTRE LANE
EAST ELMHURST NY 14051
Title 0
SHANNON, EARL
RR4
BRIGHT, ONT. CANADA nOJ_'1bO
Title DS
LEWIS, RICHARD II
13966 BALD CYPRESS CIR
FORT MYERS FL 33907
Title V
BOSSERMAN, BRUCE N
3585 WALDEN POND DR.
SARASOTA FL 34240
Annual Reports
Report Year Filed Dale
2009 01/14/2009
2009 01/20/2009
2010 01/06/2010
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01106/2010 ANNUAL REPORT
01/20/2009 -- ANNUAL REPORT
01/14/2009 -- ANNUAL REPORT
01/28/2008 -- ANNUAL REPORT
01/16/2007 -- ANNUAL REPORT
02/16/2006 -- ANNUAL REPORT
01/31/2005 c: ANNUAL REPORT
07/23/2004 -- ANNUAL REPORT
01/29/2003 --ANNUAL REPORT
02/05/2002 -- ANNUAL REPORT
03/12/2001 ANNUAL REPORT
03/07/2000 -- ANNUAL REPORT
12/13/1999 -- Amendment
02/24/1999 -- ANNUAL REPORT
02/13/1998 --ANNUAL REPORT
04/18/1997... ANNUAL REPORT
03/05/1996 -- ANNUAL REPORT
04/11/1995 -- ANNUAL REPORT
Page 2 of3
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HSA ENGINEERS & SCIENTISTS
Filing Information
Regislralion Number G98072000009
Slalus ACTIVE
Filed Date 03/13/1998
Expirallon Date 12/31/2013
Current Owners 1
Counly HILLSBOROUGH
Total Pages 3
Events Filed 2
FEI/EIN Number NONE
Mailing Address
4019 E FOWLER AVENUE
TAMPA, FL
Owner Information
RARE EARTH SCIENCES INC
4019 E FOWLER AVENUE
TAMPA, FL 33617
FEI/EIN Number: 59-3256313
Documenl Number: P94000053943
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03/13/1998 -- REGISTRATION
06/30/2008 -- RENEWAL
01/2912003 -- RENEWAL
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CHECKLIST FOR REVlEWING CONTRACTS
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Performance Bond
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If attached, expiration dale of bond,
Does dollar amount match contract?
Agent registered in Florida?
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04-COA-r) 3 222
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Contract 09-5262
"County- Wide Engineering Services" - Materials (MA), and Mechanical (ME)
THIS AGREEMENT is made and entered into this ~ day of /VI", .-<..1, , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Rare Earth Sciences, Inc., d/b/a HSA
Engineers & Scientists authorized to do business in the State of Florida, whose business address is
4019 East Fowler Avenue, Tampa, Florida 33617 (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. Materials (MA)
2. and Mechanical (ME)
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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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
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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.
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 Lastovica, P.E., 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 rnodifying 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
pa rties.
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 requirernents 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.
1 0.3 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.
1 0.4 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 adjustrnents 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, Purchasing Building
3301 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:
Rare Earth Sciences, Inc., d/b/a HSA Engineers & Scientists
1520 Royal Palm Square Blvd., Suite 260
Fort Myers, FL 33919
Phone: 239-936-4003; Fax: 239-936-0819
Attn: Michael Lastovica, 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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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.
i ,.
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
ATTEST:
,
Dwight E. Brock,'Clerk
~ ,.',' .
::t~:~
MUll ... ..w.. ..
11 pattIrt tII. ~
Appr ed as to form and
I al s,dfflcienc ,
By: A~Lv. C~
Fred Coyle, Chairman--
tl?r)'
County Attomey
~~ lfuJrtikJ
Christy Newman, Marketing Assistant
By:
P.E., Operations Manager
Typed Name and Title
Karen Miller, Marketing Coordinator
Typed Name and Title
30
Ilem# lOc....
. ft.genda .3 i11 0
~ Dale
,
~ g~~d 3 -dS10
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20
Mechanical (ME))
(RFP/Bid 09-5262- Materials (MAl, and
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 methodes): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel CateClorv
Standard Hourly Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
loe .t'1
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equiyalents, 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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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 coyerages
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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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
1 0 C 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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
10 C
, I '~"i
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 C
(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
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 fiye (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 endorsernents issued or to be issued on the
policy if requested by OWNER.
C-8
10 C
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 yaluable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
docurnents 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
toe
(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
IOC
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Rare Earth Sciences, Inc., d/b/a HSA Engineers &
Scientists 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 "County Wide Engineering
Services" are accurate, complete and current as of the time of contracting.
Rare Earth Sciences, Inc.
d/b/a HSA Engineers & Scientists
BY:
TITLE:
DATE:
~/;!p/2&IO
,
D-1
~ nr.
Client#: 5018 RAREEAR3
ACORD~ CERTIFICATE OF LIABILITY INSURANCE ~ DATE (MMlDDIYYYY)
2/2212010
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ISU Suncoast Insurance Assoc ONLY ANP CONFERS NO RIGHTS UPON THE CERTIFICATE
P.O. Box 22668 HOLDER. THIS CERTIFICATE POES NOT AMENP, EXTENP OR
ALTER THE COVERAGE AFFORPEP BY THE POLICIES BELOW.
Tampa, FL 33622-2668
813 289-5200 INSURERS AFFORPING COVERAGE NAIC#
INSURED INSURER A; Wausau Underwriters Ins Co 26042
Rare Earth Sciences, Inc. DBA INSURER B: Phoenix Insurance Company 25623
HSA Engineers & Scientists INSURER c:
23-B Sheridan Park Circle INSURER D:
Bluffton, SC 29910 INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR NSR TYPE OF INSURANCE POLICY NUMBER PJ>A~~~ri~~~~E P~~.fJ (~~~~N LIMITS
~NERAL UABILITY EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $
I CLAIMS MADE D OCCUR MED EXP (Anyone person) $
- PERSONAL & ADV INJURY $
- GENERAL AGGREGATE $
~'~ AGG~EnE ~~~ APrlS PER: PRODUCTS.COM~OPAGG $
POLICY JECT LOC
B ~OMOBILE LIABILITY BA5283L53009 10/27/09 10/27/10 COMBINED SINGLE LIMIT
~ ANY AUTO (Eaaccident) $1,000,000
- ALL OWNED AUTOS BODILY INJURY
(Per person) $
X SCHEDULED AUTOS
HIRED AUTOS 80DIL Y INJURY
~ (Per accident) $
~ NON-OWNED AUTOS
PROPERTY DAMAGE $
(Peraccidenl)
~~GE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EAACC $
AUTO ONLY: AGG $
:5~SSlUMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR D CLAIMS MADE AGGREGATE $
$
~ ~EDUCTIBLE $
RETENTION $ $
A WORKERS COMPENSATION AND VVCJZ91453430019 12/31/09 12/31/10 X I T~~J!~l~~ I IOJ);'
EMPLOYERS' L1ABIUTY $1 000 000
ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? E.L DISEASE. EA EMPLOYEE $1 000,000
If yes, describe lJnder $1,000,000
SPECIAL PROVISIONS below E.L DISEASE - POLICY LIMIT
OTHER
DESCRIPTION OF OPERATIONS! lOCATIONS! VEHICLES! EXCLUSIONS ADDED BY ENDORSEMENT! SPECIAL PROVISIONS
Re: Contract #09-5262 "County Wide Engineering Services"-Materials (MA) and Mechanical (ME)
Collier County is listed as additional insured with respect to the Auto Liability policy.
CERTIFICATE HOLPER CANCELLATION 10 Davs for Non-Pavment
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier County DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
Purchasing Department NOTICE TO THE CERTIACATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
3301 Taimiami Trail East IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Naples, FL 34112 REPRESENTATIVES.
~"pED REPRESENTATIVE
. ""'- o&-C>l~.a -
ACORD 25 (2001108) 1 of 2
#S236946/M229797
BJM
" ACORO CORPORATION 1988
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
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-S (2001/08) 2 of 2
#S236946/M229797
1nl"
CERTIFICATE OF INSURANCE ISSUE DATEJ1'!!~J!>DITY}
02123/2010
BROKER This certificate is issued as a matter of information only and confers no
J~ Program Brokerage Corporation rights upon the certificate holder. This certificate does not amend,extend
or alter the coverage afforded by the policies below.
225 Metro Centre Boulevard ~.
Warwick, RI 02886 Company
Andrea L. Drew - 41 &-597-0555 ext. 485 A American International Specialty Lines Ins. Co
Company
B
INSURED'S FUll NAME ANP MAILING APDRESS Company
Conestoga-Rovers & Associates Inc. NO Rare Earth Sciences, Inc. DBA HSA C
Engineers & Scientists, DBA Anchor Engineering Consultants tnc., DBA S E Company
Engineering and Inspections Inc. D
4019 E. FOWLER AVENUE
TAMPA, FL 33617 Company
E
COVERAGES
This is to certify that the policies of insurance listed below have been issued to the insured 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 the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims.
TYPE OF INSURANCE CO POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS OF LlABILITY
LTR DATE (MMlDDNY) DATE (MMlDDNY) (Canadian dollars unless indicated otherwise)
COMMERCIAL GENERAL UABILITY A 12380282 09/30/2009 09/30/2010 EACH OCCURRENCE $ 1,000,000
D CLAIMS MADE GENERAL AGGREGATE $ 2,000,000
IZI OCCURRENCE LIMITS IN USO PRODUCTS - COMP/OP $ 2,000,000
IZl PRODUCTS AND/OR AGGREGATE
COMPLETED OPERATIONS PERSONAL INJURY $ 1,000.000
[Z] PERSONAL INJURY EMPLOYER'S LIABILITY $
o EMPLOYER'S LIABILITY TENANTS LEGAL LIABILITY $ 1,000,000
NON-OWNED AUTOMOBILE $
[Zl TENANT'S LEGAL LIABILITY HIRED AUTOMOBILE $
o NON-OWNED AUTOMOBILE
o HIRED AUTOMOBILE
AUTOMOBILE UABILlTY BODILY INJURY
o DESCRIBED AUTOMOBILES PROPERTY DAMAGE $
o ALL OWNED AUTOMOBILES COMBINED
BODILY INJURY
o LEASED AUTOMOBILES .. (Per person) $
o GARAGE LIABILITY BODILY INJURY $
D (Per accident)
nALl AUTOMOBILES LEASED IN EXCESS OF 30 PROPERTY DAMAGE
DAYS WHERE THE INSURED IS REQUIRED TO $
PROVIDE INSURANCE
EXCESS UABlllTY A 12380283 09/30/2009 09/30/2010 EACH OCCURRENCE $ 15,000,000
IZI UMBRELLA FORM
D OTHER THAN UMBRELLA FORM LIMITS IN USO AGGREGATE 15,000,000
$
OTHER (SPECIFY) A 12456483 09/30/2009 09/30/2010 Per Occurrence $ 10,000,000
Pollution/Professional Liability Aggregate $ 10,000,000
LIMITS IN USD COV A ~ Prof (Claims Made) $
Cov B - Poll (Occurrence) $
$
DESCRIPTION OF OPERATIONS/LOCATIONS/AUTOMOBILES/SPECIAL ITEMSI ADDITIONAL INSURED
Contract #09-5262 County Wide Engineering Services. HSA project number 76-34723
Collier County Government, Collier County, Florida is added as Additionallnsured(s) to the Commercial General Liability and Umbrella Liability Policies but
only with respect to liability arising out of the operations of the Named Insured.
Commercial General Liability Policy includes Contractual Liability, Per Project Aggregate Endorsement and Coross Liability/Severability of Interest.
No exclusion for XCU.
Professional Liability Policy contains a self insured retention of $25,000
(continued next page)
CERTIFICATE HOlPER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOUR TO MAIL 30 DAYS WRITTEN NOTICE
TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE
SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS
OR REPRESENTATIVES.
Board of County Commissioners for Collier County AUTHORIZED REPRESENTATIVE
Purchasing Department T~P.:
3301 Tamiami Trail East ~"')
Naples, FL 34125 Per:
Page 1 of 2
W6HLCllS
10 C
ADDITIONAL INFORMATION
ISSUE DATE
02123/2010
PROPUCER
CERTIFICATE HOLDER
Program Brokerage Corporation
225 Metro Centre Boulevard
Warwick, RI 02886
Andrea L. Drew - 416-597-0555 ext. 485
Board of County Commissioners for Collier County
Purchasing Department
3301 Tamiami Trail East
Naples, FL 34125
INSUREP
Conestoga-Rovers & Associates Inc. NO Rare Earth Sciences,
Inc. DBA HSA Engineers & Scientists, DBA Anchor Engineering
Consultants Inc., DBA S E Engineering and Inspections Inc.
4019 E. FOWLER AVENUE
TAMPA. FL 33617
(continued from previous page)
Waiver of Subrogation is granted in favor of the Board of County comissioners for Collier County under the Commercial
General Liability, Umbrella Liability and Pollution Liability Policies where required by written contract.
Per Project General Aggregate endorsement is inckApplies
Page 2 of 2
Certificate ID#
W6HLCZlS
IOC
ENDORSEMENT NO.24
This endorsement, effective 12:01 AM: September 30. 2009
Forms a part of policy no.: PROP 12380282
Issued to: CONESTOGA-ROVERS & ASSOCIATES LIMITED
By: CHARTIS SPECIALTY INSURANCE COMPANY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFUllY.
ADDITIONAL INSURED - DESIGNATED PERSON OR
ORGANIZATION FOR COVERAGES A, B, AND C
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY AND
PROFESSIONAL LIABILITY COVERAGE FORM
SCHEDULE
Name of Person or Organization:
WHERE REQUIRED BY CONTRACT OR AGREEMENT
With respect to Coverages A, B, and C, WHO IS AN INSUREO (SECTION II) is amended to include
the person or organization shown in the Schedule as an insured, but only with respect to liability
arising out of your work or premises owned by or rented to you.
As respects the coverage afforded the Additional Insured, this insurance is primary and
non-contributory, and our obligations are not affected by any other insurance carried by such
Additional Insured whether primary, excess, contingent, or on any other basis.
This endorsement does not increase the Company's limits of liability as specified in the Declarations
of this policy.
All other terms, conditions and exclusions remain the same.
tl~
Authorized Representative
or countersignature (where required by law)
IOC
1
MEMORANDUM
Date: March 25,2010
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262: County-Wide Engineering Services
Contractor: Black & Veatch Corp.
Attached please find an original contract document, referenced above,
(Agenda Item #10C) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold one of the second
original agreement in the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
i) t) ( , 0 I Sc-U
ITEM NO.: to', \"--
10C
.,
REQUEST FOR LEGAL SERVICES
PAIIE RECEIVED:
,,'I I, t
;Cif1rny /\:TI)RNEY $
'''""" 19 ACI /I ~C )~ b dc\,,,n
~~SD~~ ~
oJ < y1 -
,~~ /p(f }fD
~ );j)
)
"5\L- '\
~~ o\;;)?
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
Date:
March 16,2010
To:
Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
. Contractor: Black & Veatch Corp.
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
\
~\'L. '1\\'0
RLS IIIO-ffZC-:.-G-15 LJ (
CHECKLIST FOR REVIEWING CONTRACTS --. -,
ElltiryName~~k-kclL~cdicY) 10 C
Entity name correct on contract? ~ No
Entity registered with FL Sec. of State? ~ -- - --No
Insurance ~
Insurance Certificate attached? .-:;;eess No
Insured registered in Florida? V" ~ No
Contract # &lor Project referenced on Certificate? ~~ No
Certificate Holder name correct (BCC)? :.~Yes __No
Commercial General Liability . \ " I. \ ,.....
General Aggregate Required $ 'Z-Y'f\ I \ Provided $'2..~\\\ Exp. Date ~
Prodncts/Compl/Op Required $ I' '.1 Provided $_1_ . _ Exp. Date ~---'--' .
Personal & Advert Required $ c , '" Provided $ ~.~ Exp. Date ----"---~ .
Each Occurrence Required $ I ( / , Provided $ '" I , Exp. Date II , I .
Fire/Prop Damage Required $'S'{) \l Provided $~5\C Exp. Date ..!.~-'--!
Automobile Liabiliry ,/ ~
Bodily Inj & Prop Required $500.b-- Provided $jm;\L Exp Date \ 0
Workers Compensation -h I'. \'. ~
Each accident Required $biL~ Provlded $ \ f'V)', \ \ Exp Date ~ (,
Disease Aggregate Required$.<-L_ ,-" Provided$.!L----'-'. EExxpPDDaattee__'/-~, '/ '.llll~~/ .
Disease Each Empl Rcqnired :II I I , PrclVlded $1./-_ --'-'-- I I Y I
Umbrella Liabiliry \..... \II ~
Each Occurrence Provided $.lm\1L Exp Date \ \ \ \ ~ ~p- . \~lo"~~ \ SV
Aggregate Provided $ --'-L_~ y..EYn.[)_\':ees -'-L~---fJ\,,[I'VfC.J)1 ~ '-'"
Does Umbrella sufficiently cover any underinsured portion? ~o-1 \'
Professional Liabiliry \ L ~-I ~ t ~
Each Occurrence Required $bLlJ...... ProvIded $_ fY"Ii \, Exp. Date ----\UUt9 q~. .
Per Aggregate Required $ h I I Provided $ _lL_.1_L.. Exp. Date " I J
Other Insurance
Each Occur Type:
Required $_...__._
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indenmitication meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary? ~_
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation slgnature block?
County Attorney's signature block?
Attachments
Are all required attachments included?
Provided $
Exp Date
V"'Ye's
~
No
No
/Yes
Yes
~
Yes
No
Yes
Yes
No
No
~ ~~
~cs __No.
~es No
O'\- ~~lC
~_Yes No
V- Yes No
V"Yes ---No
~es
No ~
-R;~~wer In. ;1.;a.IS: . ~ 0
Date: . I
04-0lA-OIO
MEMORANDUM
10 C
'..
I
TO: Ray Carter
Risk Management Department
FROM:
Diana De Leon, Contract Technician
Purchasing Department
.",- .-/'
IJ{V
/\,L
DATE: March 16,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Black & Veatch Corp.
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
DATE RECEIVED
MAR 1 7 2010
A?~
3ffi
IOC
.,
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Friday, March 19, 2010 10:25 AM
DeLeon Diana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
All, I have approved the certificate(s) of insurance provided by:
1. RWA, Inc.
2. Q. Grady Minor
\./Black & Veatch Corp.
4. Vanassee Hangen Brustlin, Inc. (VHB)
5. AECOM USA, Inc.
6. TRC Worldwide Engineering, Inc.
These contracts will now be forwarded to the County Attorney's Office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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 pubhc records request, do not send
electronic mail to this entity. Instead, contact this office by telephone or in writing.
1
loe
'('1
., .
~,
BLACK & VEATCH
Building a world of difference'.
CERTIFICATE OF OFFICER
1, Timothy W. Triplett. the Executive Vice President and Assistant Secretary of BLACK &
VEA TCH CORPORATION, a corporation duly organized and existing under the laws of the State of
Delaware. United States of America, certify that the following is a true excerpt of a certain resolution of
said Board of Directors of BLACK & VEATCH CORPORATION, which resolution was duly adopted
March 13. 2003 and that said resolution has not been rescinded or modified, is in accordance with the
charter and hy-Iaws of the corporation, and is still in full force and effect.
"RESOLVED, any note, mortgage, evidence of indebtedness, contract, share certificate,
conveyance, power of attorney, or other instrument in writing and any assignment or endorsements
thereof, or guarantee of any other entity's perfonnance under any !>uch executed document, entered
into between this corporation and any other person or company shall he valid and binding on this
corporation, when signed by either the Chainnan of the Board, the President or any Vice President,
and, if attestation is required, by' either the Secretary, Assistant Secretary, Chief Financial Otncer,
Treasurer or any Assistant Treasurer of tllis corporation. Any such instruments may be signed by any
other person or persons in such manner as from time to time shall be determined by the Board.
I further certify that Helen O. Bennett, Vice President, and ineumhent, is now qualified and acting
as an omcer of BLACK & VEATCH CORPORATION.
IN WITNESS WHEREOF, I have hereunto set my hand and attached the corporate seal of BLACK
& VEATCH CORPORATION this 8th day of March, 2010.
ST ATE OF KANSAS )
)ss
COUNTY OF JOHNSON )
~~ ?-; ~
~-w~4riPlett
Executive Vice President and Secretary
Subscribed and sworn to before me this 8th day of March, 20 I O.
AI"" ' f). A II~
_.&\'!\il~
Notary Public
o\~1l rill
+.
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Foreign Profit Corporation
BLACK & VEATCH CORPORATION
Filing Information
Document Number F98000006965
FEI/EIN Number 431833073
Date Filed 12/22/1998
State DE
Status ACTIVE
Principal Address
8400 WARD PARKWAY
KANSAS CITY MO 64114
Changed 03/15/2007
Mailing Address
11401 LAMAR
OVERLAND PARK KS 66211
Changed 11/01/2001
Registered Agent Name & Address
C T CORPORATION SYSTEM
% C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION FL 33324 US
Name Changed: 10/25/2004
Address Changed: 10/25/2004
Officer/Director Detail
Name & Address
Title VSD
TRIPLETT, TIMOTHY W
11401 LAMAR
OVERLAND PARK KS 66211
Title PCFO
DANIEL, KAREN L
11401 LAMAR
OVERLAND PARK KS 66211
Title TV
KERNS, DAVID E
http://www.sunbiz.org/scripts/cordet.exe?action=D ETFlL&in'L doc _ number= F980000069... 3/12/2010
www.sunbiz.org - Department of State
11401 LAMAR
OVERLAND PARK KS 66211
Title V
AINSWORTH, BRUCE A
11401 LAMAR
OVERLAND PARK KS 66211
TitleVP
STAMM, JEFFREY J
11401 LAMAR
OVERLAND PARK KS 66211
Annual Reports
Report Year Filed Date
2007 03/15/2007
2008 04/23/2008
2009 04/29/2009
Document Images
04/29/2009 -- ANNUAL REPORT
04/23/2008 -- ANNUAL REPORT
03/15/2007 -- ANNUAL REPORT
04/18/2006.- ANNUAL REPORT
04/29/2005 -- ANNUAL REPOR T
10/25/2004 -- Reg Agent Change
04/29/2004 -- ANNUAL REPORT
04/23/2003 -- ANNUAL REPORT
05/08/2002 .- ANNUAL REPORT
11/01/2001 -- Reg. Agent Change
05/03/2001 -- ANNUAL REPORT
05/04/2000 -- ANNUAL REF'ORT
05/12/1999 -- ANNUAL REPORT
12/22/1998 -- Foreign Profit
Page 2 01'2
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10C:~
HerreraSandra
From:
Sent:
To:
Subject:
Attachments:
DeLeonDiana
Monday, March 22, 2010 12:47 PM
HerreraSandra
FW: 10-PRC-01541 County-Wide Engineering Services: CP - Imaging
Black & Veatch-Sign Auth.pdf
Sandra, please see my e-mail in regards the umbrella for the previous firm. The umbrella covers each of the deficiencies,
it does not have to be enough coverage for all policies put together. DD
From: HerreraSandra
Sent: Monday, March 22, 2010 12:14 PM
To: DeLeon Diana
Subject: 10-PRC-01541 County-Wide Engineering Services: CP - Imaging
See attached certificate of liability - umbrella does not cover the
required commercial general liability (need $3 million in umbrella).
Also, need proof that Helen O. Bennett has authorization to sign on behalf
of corporation.
Sandra Herrera, Certified Paralegal
Office of the County Attorney
3301 Tamiami Trail East, 8th Floor
Naples, Florida 34112-4902
Phone: (239) 252-8400
Facsimile: (239) 252-6300
Sandraherrera@collieri!ov.net
unCi!"i i:k)nda i iii, ,HllSil addrCSSP5 ,-,fe, liUOIW ;ecord,-,; If YO'.i du :1('1 "I-:)I"-t yu,,, I"ail _J(]tjre",: II/:;:spd in
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Contract 09-5262
"County- Wide Engineering Services" - Civil-Public Utilities Facility Design (CI-PU Design)
THIS AGREEMENT is made and entered into this ~ day of (Y\,.., d~ ' 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Black & Veatch Corporation,
authorized to do business in the State of Florida, whose business address is 8400 Ward Parkway,
Kansas City, Missouri 66211 (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. Civil-Public Utilities Facility Design (CI-PU Design)
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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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approyed
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
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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 proYide 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 Helen O. Bennett, P.E., 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 proYided 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
whateyer 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 oyer 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 deliyerables,
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 ayailable 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 approyal. 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 representatiYe 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 giye 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; proYided, howeyer, 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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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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 oyertime work requiring higher than regular rates approved in
adyance 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 oyer the
Work Order required under the applicable Work Order.
5.3.2.6
Other items on request and approyed 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 fiye (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 coyerages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" proYisions 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.
1 0.4 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 waiyer 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 proYided 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 recoyery 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 recoyery 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 eyent (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, Purchasing Building
3301 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 giyen 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:
Black & Veatch Corporation
4210 Metro Parkway, Suite 220
Ft. Myers, FL 33916
Phone: 239-278-3830; Fax: 239-939-5142
Attn: Helen O. Bennett, 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
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,
indiyidual 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 yendor list
following a conviction for a pubiic 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:
'-',.
\~:"'. ....... <j....
Dwight E.~roCk,CIE(i1<.... ,~~.
By: ~ ....._'...... .~...:.;b'lf..
~__. ..., ~,')1""
Date: ... ""~( 0
'0,_,' , '0"" ',.,(<'"
'll 1. .'_.:t
,.. 1--" .....
Appr ved as to form and
Ie al ~ufficiencY7
tA.~-<<--
. ~ County Attorney
')yP7
,-") , ,
a/2"'/C::f ',4;;;:1 ,
Witness
Sheree Little, Regional Office Coord.
Typed Name and Title
Wit~~h1 ~
Diane M. Kranz, Admin. Support Assist.
Typed Name and Title
30
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
"-1_ tLW. ~
By: -rL
Fred Coyle, Chairman -
Black Zh Corporation
By: ~r:f.~
Helen O. Bennett, Vice President
Typed Name and Title
Item# JOG
'.' ^;enda 3-t1-ckJ
t IWJ
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Civil-Public Utilities
Facility Design (CI-PU Design))
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 methodes): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material
(negotiated hourly rate) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be
used for which tasks)
Task I
Task II
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourly Rate
Inspector
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-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.
B-1
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SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coyerage 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) Coyerages 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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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 eyent of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to haye 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 approyal 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 coyerages 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 waiyer 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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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 waiye 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
Products/Completed Operations Aggregate
Personal and Adyertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Adyertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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.~
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approyal 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 coyerage 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
loe
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 retroactiye 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 ayailable 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 proYision 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 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
lOC
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Black & Veatch Corporation 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
Black & Veatch Corporation
BY:
vf cJ. ;(-
Helen o. Bennett
TITLE:
Vice President
DATE:
March 4, 2010
D-1
~
toe
ACORD'" CERTIFICATE OF LIABILITY INSURANC~/2Olo I DATE (MMIODNYYY)
~ 3/312010
PRODUCER Lockton Companies, LLC-l Kansas City THIS CERTIFICATE IS ISSUEP AS A MATTER OF INFORMATION
444 W. 47th Street, Suite 900 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLPER. THIS CERTIFICATE POES NOT AMEND, EXTEND OR
Kansas City MO 64112-1906 ALTER THE COVERAGE AFFORDEO BY THE POLICIES BELOW.
(816) 960-9000
INSURERS AFFORPING COVERAGE NAIC#
INSURED BLACK & YEA TCH CORP INSURER A: LEXINGTON INSURANCE COMPANY*
1007194 8400 WARD PARKWAY INSURER B:
KANSAS CITY MO 64114 INSURER c:
Martin, Mark INSURER 0:
INSURER E:
COVERAGES
BLAVEOl
PJ
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING
INSURER(S ,AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER
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,
INSR 00' POLICY NUMBER 62}~~~~gg.w~ b~i\frM~b~~ LIMITS
LTR N'R TYPE OF INSURANCE
GENERAL LIABILITY EACH OCCURRENCE < XXXXXXX
- NOT APPLICABLE ~~~~~~J9E~~~~r?ence\
COMMERCIAL GENERAL LIABILITY $ XXXXXXX
- :J CLAIMS MADE D OCCUR
MED EXP (Anyone person) $ XXXXXXX
-
PERSONAL & ADV INJURY $ XXXXXXX
-
GENERAL AGGREGATE $ XXXXXXX
-
GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ XXXXXXX
I n PRO- nlOC
POLICY JECT
~UTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ XXXXXXX
ANY AUTO NOT APPLICABLE (Eaaccident)
-
- ALL OWNED AUTOS BODILY INJURY
(Per person) $ XXXXXXX
- SCHEDULED AUTOS
- HIRED AUTOS BODILY INJURY
(Per accident) $ XXXXXXX
- NON-OWNED AUTOS
- PROPERTY DAMAGE $ XXXXXXX
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ XXXXXXX
~ ANY AUTO NOT APPLICABLE OTHER THAN EAACC $ XXXXXXX
AUTO ONLY: AGG $ XXXXXXX
:jCESS { UMBRELLA LIABILITY EACH OCCURRENCE $ XXXXXXX
OCCUR D CLAIMS MADE NOT APPLICABLE AGGREGATE $ XXXXXXX
$ XXXXXXX
o UMBRELLA
~ DEDUCTIBLE FORM $ XXXXXXX
RETENTION $ $ XXXXXXX
WORKERS COMPENSATION I T~~]ItJI~S I IOJ~-
AND EMPLOYERS' LIABILITY YIN NOT APPLICABLE
ANY PROPRIETOR/PARTNER/EXECUTIVE 0 EL EACH ACCIDENT $ XXXXXXX
OFFICER/MEMBER EXCLUDED?
(MandaloryfnNH) EL DISEASE - EA EMPLOYEE $ XXXXXXX
If yes, describe under $ XXXXXXX
SPECIAL PROVISIONS below E.l. DISEASE - POLICY LIMIT
A OTHER 020562691 11/1/2009 11/1/2010 $1,000,000 EACH CLAIM AND IN
PROFESSIOl\'AL THE AGGREGATE FOR ALL
LIABILITY PROJECTS,
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
B&V Proposal M835161 Contract # 09-5262 "County Wide Engineering Services"
CERTIFICATE HOLDER
10813154
CANCELLATION
Board of County Commissioners, Collier County, FL
3301 Tamiami Trail East
Naples, FL 34112
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
ACORD 25 (2009/01)
@1988-20 A
The ACORD name and logo are registered marks of ACORD
All rights reserved.
Forqucsllo'lsrcg.rdingthisccrtjfk.tc,contactthe'l"rnberlistedinthe'Producer'sectionabove''ldspecjfythecllentcode'St.AVE01'
IOC
ACORD" CERTIFICATE OF LIABILITY INSURANC';l/2olo I DATE (MMIDDlYYYY)
~ 3/3/2010
PRODUCER Lockton Companies, LLC-I Kansas City THIS CERTIFICATE IS ISSUEP AS A MATTER OF INFORMATION
444 W. 47th Street, Suite 900 ONLY ANP CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLPER. THIS CERTIFICATE POES NOT AMEND, EXTEND OR
Kansas City MO 641 ]2-1906 ALTER THE COVERAGE AFFORDEP BY THE POLICIES BELOW.
(816) 900-9000
INSURERS AFFORPING COVERAGE NAIC#
INSURED BLACK & YEA TCH CORP INSURER A ZURICH AMERICAN INSURANCE COMPANY
100907] X400WARD PARKWAY INSURER 8 Leximnon Insurance Company ]9437
KANSAS CITY MO 64114 INSURER c:
Martin, Mark INSURER 0
, INSURER E:
~
COVERAGES
BlA VEOl
PJ
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING
, INSURERfSl, AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER.
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
lNSR DO' &2i~~r...~~6g;;,w~\ ~~i~rM~b~W:
CTR ... TYPE OF INSURANCE POLICY NUMBER LIMITS
GENERAL LIABILITY EACH OCCURRENCE I 000 000
- 11/1/2009 ~~~~~~J9E~~~J~r~erlce
A X COMMERCIAL GENERAL LIABILITY OlO 4641367 11/1/2010 $ 300,000
=:J CLAIMS MADE 0 OCCUR MED EXP (ArlY orle persorl) S 10,000
X CONTRACTUAL PERSONAL & ADV INJURY , 1,000,000
X BrPD & C/O & XCU GENERAL AGGREGATE , 2,000,000
-
GEN'L AGGRER ~lIMIT APPrl :ER PRODUCTS - COMPIOP AGG $ 1,000,000
I PRO-
POLICY JECT LOC
~TOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1,000,000
A .::. ANY AUTO RAP 4641355 (AOS) 1111/2009 11/1/2010 (Eaaccident)
X ALL OWNED AUTOS
- BODlL Y INJURY $ XXXXXXX
SCHEDULED AUTOS (per person)
X HIRED AUTOS
- BODILY INJURY $ XXXXXXX
X NON-OWNED AUTOS (Per accident)
-
- PROPERTY DAMAGE $ XXXXXXX
(Peraccidenl)
~RAGE LlABILlTV AUTO ONLY - EA ACCIDENT S XXXXXXX
ANY AUTO NOT APPLlCABlE OTHER THAN EA ACC , XXXXXXX
AUTO ONLY AGG $ XXXXXXX
flCE55 I UMBRELLA LIABILITY EACH OCCURRENCE $ 1 000 000
8 X OCCUR [~ CLAIMS MADE lB0913690 11/1/2009 11/1/2010 AGGREGATE $ 1 000 000
$ XXXXXXX
~ DEDUCTIBLE o UMBRELLA $ XXXXXXX
FORM
RETENTION $ $ XXXXXXX
WORKERS COMPENSATION X I T~~~r~JNs I IOJk"
A AND EMPLOYERS' LIABILITY v,. WC 4641353 (AOS) 11/1/2009 [11I/201()
^ ANY PROPRIETOR/PARTNER/EXECUTIVE 0 WC 4641354 (WI & MA) 11/1/2009 11/1/2010 U EACH ACCIDENT , 1,000,000
OFFICERIMEMBER EXCLUDED?
(Mandatory in NH) E.I DISEASE- EA EMPLOYEE $ 1,000,000
If yes, describe under 1,000,000
SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
B&V Proposal # # 835161 Contract # 09-5262 "County Wide Engineering Services" Upon award of contract, Collier County Government, CoUier County, Florida
will be included as Additional Insureds on the General liability and Umbrella Excess liability Policies as required by written contract
CERTIFICATE HOLDER
10813152
CANCELLATION
Board or County Commissioners, Collier County, I'L
3301 Tamiami Trail East
Naples, FL 34112
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHOR PRESENTATIVE
All rights reserved.
ACORD 25 (2009/01)
@ 1988-20
The ACORD name and logo are registered marks of ACORD
For queslions ",gerding .his cer.ificate, conlaCllhe number listed in Ihe '?'o~ucer' ..clion abo~. and .pecify the clienl code 'I:\lAVE01'
Patricia L. Morgan
lOC
From:
Sent:
To:
Cc:
Subject:
Attachments:
DeLeonDiana [DianaDeLeon@colliergov.net]
Wednesday, April 20, 2011 11: 1 0 AM
Patricia L. Morgan
Bonnie L. Baer; Tibbetts, Rhonda
Name Change Amendment - Contracts 07-3947,08-5122,09-5262, and 10-5206
10-5206 Name Change Amendment.pdf; 07-3947 Name Change Amendment.pdf; 08-5122
Name Change Amendment.pdf; 09-5262 Name Change Amendment.pdf
Pat,
Attached is an amendment that needs to be attached to four (4) contracts. It changes the name of the consultant from
P8S&J to Atkins North America, Inc.
Thanks,
Diana De Leon
Collier County 80ard of County Commissioners
Purchasing Dept.
3327 Tamiami Trail East
Naples, FL 34112-4901
(239)252-8375; Fax (239)252-6597
dianadeleon@lcolliergov.net
Under Flonda Law. ('-mail addresses an, public records If you ,10 not wanl Vour (-,ilia, :Hldre,;s ;el('dS'}(j 'n resporEe 1(1 d pubhc records requesi de !Jot ~;ef1d
fr1ecl:()nic' rn:'llllo this entity Inslead, cuntact this office by leleptwm; (if III WlltHlq
10e
(<Xl-IIBIT A ContnH'l Amendmtnt
Thl\ a:nendnkllt. Cbll,;d _J;.f2.:;~,j,,,,,-~-, 20 II 1(1 llle IO]](\\\iI Ili-; (()J1lri-Kh.
07-3947 ';Professional eEl SCl'vkc~ for SRX4 froHll{adio Road tu ('R951".
08-5122 "WaltT,hed ~'Iodcl (l1.date /I; Plan lle\c1opment",
09~5262 "County \Vide Engineering St'fviccs'\ and
to..5206 "PI'ofcssional Sl'fvices for Dt'sign Sl~r\'i{'t,,'i for Cullier An'H Transit (eA'l1
'l'ntnsft:r Station"
shal! be b:v ,ltlcl be1wt_:,~n the p,tJ'tll'S h) the origilldl ilg-IT,~mcnL P!h!. l:\uckky. S,,:huh &krnlt!<ul
(PBS&J> no\\' knOVVll as Atkill~ N\mh !\lnCJXd, Inc (1.\1 Ill' n:!t-'lTnl [\) d" .'(\llhLdl"ult"J ,!lId
Colllu County, Fluridll. (It) Iw refl'rn."d to ,h "emllll)'''
Statement of tJlldcl'standing
Tlw following chall~c l~l llll' abo\'t' referenced (\)n1r;\cl~ 11,1-" bl:en n\lIlu,dly (l;:Tl'CJ to bv the
Consultant and the County:
r,udl ({1Ir! ('I'en' f;{o('{' ~Ih('j'(' ,lte /1(//1/('.' POi!. 8,'1;'/,:/1'\'. S'cf1uh & jernil.!,ul/. file. 01' PBS&J ore
I/sed is to he rCfJlon'd lIith AfJ..ii/s l\forfh Arneri, (I, 1m
All other terms and concl1tinn" of th\:.' :lgrel'lllent sIwll rc:main in i'orcc
IN \VrrNESS WHEREOIi', the COllsultLHll and the County hUH' each, n.'spcctively, by <Ill
authorIzed pi;l'son or agell1, hen:lI11der set thl'lr halld~ <lnd seals (;ll the datl.'(:") Ilidicated helDW.
ATTEST:
CONSUl >TANT
C't1rpOrall' Sv\.:rt't(Jry/\Vltlll~"''''
A;-,sistillH St~Cletdt')
By: 8.Ql~ g~JQ~K1Q.0.
Dated '\l'riI12>2011.
A ,I ".1 ~. \
i.~;~n s'. ~ ;;rt~ "F~~.!~i~l:minc.
./
111:
Tltk:
Dated:
L~!_'yj_<J_L~;)lJcr .
Sl~lliQ.L Vit-:~J?rl;':siLj,~!Jt
Aprilll)~20IJ
.....~^.~~
-t'~~'Q?'O~~";,~/(\
---~ .~ ."tr" .(:' \1'
,.~_.,' SEAL ;-
......~ .x
" ""\ 1960 ;f'
\~.. :
. .
..,/1.11\1)......
...-....
COI<PORATE SEAL
Approved a:i to rOml and
Legal c;ufficil'llCY
OWNER:
BOARD Ob C(JUN'I Y COMMISSIONERS
COLLIER COUNTY FLORID\
\ '; J
_~",<d iJ I ('(-oJ=-__
'I r I t ltit ( nllnt\ Attllnlt')
r.;",f'~~ '
Bv !f:"ViC-,
S;cphl'rlj I, c:-\{~li.
lJin~ct~.{r of Pllrch,l..,ill~ ,111(1 Ci\'lleral Sl'r\'\l~e~
10C
'1
MEMORANDUM
Date: March 25, 2010
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262: County-Wide Engineering Services
Contractor: Q. Grady Minor
Attached please find an original contract document, referenced above,
(Agenda Item #10C) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold one of the second
original agreement in the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
ITEM NO.: f 0 -:p~ - 0 I 503
FILE NO.:
10 C
.,jli9f\TE.. RECEIVED:
( (1( f'-" ~"'" './, I', ,.,
..J,}I I ,i 1\" ",-', '._ 111,-
..~ ".'..' '.'.'. ""'J.- -
I '/1NEY
ZO;O Ii;) I ()
. I, I::J f:.,'i I!: 1; 7
C)V,-_-:t
. ~,' ""'1
4f1C L~~ deV\~'
.n ~/ S -+ I ~
'L/ '. {J { I-
crV '
.Se1 ~(JA
- J! D
1 );}).. (
)1
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 16, 2010
To:
Office of the County Attorney
Jeff Klatzkow
From:
Diana De Leon, Contract Technician
Purchasing Department
"i312-\"
'"b \A..t.
51~o
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: Q. Grady Minor
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been preYiously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~~
'1\'l., ""Va
MEMORANDUM
lOC
~
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
-j~"/
DATE: March 16, 2010
RE: Reyiew Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Q. Grady Minor
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
DATE RECEIVED
MAR 1 7 2010
RlSK HIW&MENT
. c{2
7ri;3
3(('1 ro
10C
mausen 9
From;
Sent:
To:
Cc:
Subject:
RaymondCarter
Friday, March 19, 2010 10:25 AM
DeLeonDiana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
All, I have approved the certificate(s) of insurance provided by:
1. RWA, Inc.
LZ Q. Grady Minor
3. Black & Veatch Corp.
4. Vanassee Hangen Brustlin, Inc. (VHB)
5. AECOM USA, inc.
6. TRC Worldwide Engineering, Inc.
These contracts will now be forwarded to the County Attorney's Office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
RLs#-lD~OlSI "~ C
CHECKLIST FOR RF:VIEWING CONTRACTS ~'Y
~ E"lityName:__C&Gcadu.~.1:h.rrl ~,cd-esJ7,f
Entity name correct on contract" .--J ~ _ ___No
Entity registered with FL Sec. of State" ~ No
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &Jor Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability, . \\
General Aggregate Required $ __2 ~ Provided $ '2.. m; \ ~
ProductslCompl/Op Required $ 1< , J Provided $ 1/ ./ I
Personal & Advert Required $_ t. t, Provided $ \ \"'A ill
Each Occurrence Required $ ~ .... / Provided $. I ( I J_
Fire/Prop Damage Required $ :5 ()\L..... Provided $ \00 ~
Aulomobile Liability C'_ _ ./
Bodily Inj & Prop Required $_~ Provided $ \ ml \ \
Workers Compensation
Eaeh accident Required $ \ "'" i ~L Provided $ ~~
Disease Aggregate Required $_-"----_~_ Provided $ L' I '-
Disease Each Empl Required $_~..~!.I Provided $-,( , "-
Umbrella Liability
Each Occurrence Provided $ -5n:1.i.ll Exp Date 1..\ I ~~ \ 0
Aggregate Provided $-'-'------'-.1- Exp Date _~ (
.Does Umbrella sufficiently cover any underinsured portion? 'Y__ Yes ___No
Professional Liability . \ r r I. \ it
Each Occurrence Required $ \WV\\ \. _ Provided $ '2mi \L Exp. Date ~
Per Aggregate Required $~.------L Provided $ J~.L/-_ Exp. Date It ,.
Other Insurance
Each Occur Type:_______
~~:: ~ ~~
VY _--=No
~ ~_No
Exp. Date ul",,', D
Exp. Date~)
Exp. Date _'-'-------')
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County named as additional insured?
Indemnification
Does indenmitication meet County standards?
Is County indemnifying other party?
~
Yes
~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
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Yes
Yes
No
No
Signalure Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of wi tnesses/notary?
Authorization for executor to sign, if necessary: _.___
Chairman's signature block?
Clerk's attestation signature block?
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Attachments
Are all required attachments included?
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Florida Profit Corporation
Q. GRADY MINOR AND ASSOCIATES, PA
Filing Information
Document Number H80985
FEIIEIN Number 592583954
Date Filed 10/14/1985
State FL
Status ACTIVE
Principal Address
3800 VIA DEL REY
BONITA SPRINGS FL 34134 US
Changed 02/03/1997
Mailing Address
3800 VIA DEL REY
BONITA SPRINGS FL 34134 US
Changed 02/03/1997
Registered Agent Name & Address
MINOR, MARK W
3800 VIA DEL REY
BONITA SPRINGS FL 34134 US
Name Changed: 04/28/2004
Address Changed: 04/28/2004
Officer/Director Detail
Name & Address
Title PCEO
I
r
MINOR, MARK W
3800 VIA DEL REY
BONITA SPRINGS FL 34134
Title ST
ARNOLD, D. WAYNE
3800 VIA DEL REY
BONITA SPRINGS FL 34134
Title VCOO
EVANS, JOSHUA R.
3800 VIA DEL REY
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\'iww.sunbiz.org - Department of State
BONITA SPRINGS FL 34134
Title V
DELATE, MICHAEL J
3800 VIA DEL REY
BONITA SPRINGS FL 34314
Title V
HYYTI, PAMELA
3800 VIA DEL REY
BONITA SPRINGS FL 34134
Title V
SCHMITT, DAVID W
3800 VIA DEL REY
BONITA SPRINGS FL 34134
Annual Reports
Report Year Filed Date
2007 04/16/2007
2008 01/07/2008
2009 04/22/2009
Document Images
94/22/2009 -- ANNUAL REPDBT I
Q1/07/200Sc,-ANNLJ_AL REPORT I
oA/16/2D07 --,A,NNLJAL RJ;PORT I
04/19/~006 --ANNLJA..LREPORT I
05/02/2005 -- ANNLJAL REPORT [
03/21/2005=ANNUAL REPORT [
04/28/2004 cc ANNLJALREPORT I
01/15/2003 -- ANNLJAL REPORT I
07Llii/2Q02 -,ANNUAl, REf'OEI [
04/09/2002" ANNUAL REPORT [
04/02/2001 -- ANNUAL REPORT [
01/29/2000" ANNUAL REPORT I
02/19/1999" ANf',JUAL REPOST I
04/09/1998 -- ANNUAL REPORT I
02/03/1997 -- ANNLJAL REPORT [
02/23/1996=ANNLJALBEPORT I
02/10/1990 --ANNUAI,REPQKr: I
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Co()yriqht and Privacy Policies
Copyright @ 200/ State of Florida, Depdrtll1ent of State.
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~."...,- _..-..._'-------"..._~-_._"~~....__._,..._~_..,-_._.....-_.".
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Contract 09-5262
"County- Wide Engineering Services" - Aerospace (AE), Civil-General (CI-GEN), Civil-Public
Utilities Water, Wastewater and Irrigation (CI-H20), Civil-Transportation Stormwater (CI-
Storm), Civil-Transportation Roads (CI-Roads), Civil-Transportation Bridge (CI-Bridge), Civil-
Transportation CEI (CI-CEI), and Transportation Survey (CI-Survey)
THIS AGREEMENT is made and entered into this .!li!..'day of (\/\,-Tn" h ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Q. Grady Minor and 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").
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 proyisions 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 proyide 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
Oiscipline(s):
1
-. ,. -"'-"'''_'__._._~----_.",*.,..<-,,-
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1. Aerospace (AE)
2. CiyiI-General (CI-GEN)
3. Civil-Public Utilities Water, Wastewater and Irrigation (CI-H20)
4. Civil-Transportation Stormwater (CI-Storm)
5. Civil-Transportation Roads (CI-Roads)
6. Civil-Transportation Bridge (CI-Bridge)
7. Civil-Transportation CEI (CI-CEI)
8. and Transportation Survey (CI-Survey)
NOW, THEREFORE, in consideration of the mutual covenants and proYisions 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 proYided,
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
2
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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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in 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 proYided 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
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CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT
pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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
proYided 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, P.E., 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
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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
whateyer 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.
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
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these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best
professional judgment to adyise 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
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.
6
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1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc) , and adhere to industry
standard CAD specifications.
ARTICLE 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
7
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.'n,
,.
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 yariations, provided that CONSU L T ANT has deliyered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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
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1
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing 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.
9
-'-'---"--~-'''--~-",-------~,..--.",.._-....".~.
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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
goyernment 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 relieye CONSULTANT of its duty to perform or giye 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.
10
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4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be proYided 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 approyal 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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 comprehensiye and itemized statement of charges for the Services performed and rendered
11
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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
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.
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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 trayel 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.
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 oyer 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.
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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.
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 approyed 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 deyeloped by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
14
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.",
Project Documents are to be deliyered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with deliyering 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
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
15
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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.
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.
16
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) ~ '-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 proYisions 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 Goyernment, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by
CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
17
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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 haye to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must haye 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
18
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person or firm. Nor shall anything in this Agreement be deemed to giye 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
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.
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1 0.4 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.
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.
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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.
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 CONSU L T ANT 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
21
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,
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.
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
22
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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.
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
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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.
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.
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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, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Q. Grady Minor and Associates, P.A.
3800 Via Del Rey
Bonita Springs, FL 34134
Telephone: 239-947-1144
Fax: 239-947-0375
Attn: Mark W. Minor, 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.
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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 irnpair the rights or liabilities of either party.
17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
26
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1 ~, . ';1:l
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 0 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
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,
27
"T'"'''.'--'''.'''
10 C
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
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
28
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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.
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.
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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, J;lrOCk.l..G,lerk
By: ~,~P(.
Date:~.. ,,' ~;3t:>> D
AtUIt ... '...."-~
'ftIlIttft ~l~'
A ved as to form and
I afSU~iC~enCY' 'i~
County Attorney
FT~:W. Co~r~ C+
Q. Grad
r and Associates P.A.
By:
Witness
_PAI--lf"l.-^ H, H'i'iil
Typed Name and Title
'7 iu-
/ fI ' ,"
(A,l{~9' '<7rJ
Witness
cMJ ,,\ -tt. I) w,/ e-R
Typed Name and Title
v..o . ~ \ t-=>O Q.
Typed Name and Title \.)..rH, ~l-
ItejT1# JOU
.' )'~"3 .q-2b{
~ '.' "\i.)
,
30
; "~ 8a5-ool
1 ..:..;cd
Deputy c61! .
loe
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Aerospace (AE), Civil-
General (CI-GEN), Civil-Public Utilities Water, Wastewater and Irrigation (CI-H20), Civil-Transportation
Stormwater (CI-Storm), Civil-Transportation Roads (CI-Roads), Civil-Transportation Bridge (CI-Bridge), Civil-
Transportation CEI (CI-CEI), and Transportation Survey (CI-Survey))
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
10C
Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Inspector
$195
$165
$148
$155
$119
$85
$65
$140
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Senior Planner
Planner
$110
$115
$100
$115
$145
$100
$60
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
$130
CADD Technician
$85
$130
$160
$180
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive, Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed,
IOC
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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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.
(g) 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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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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording, "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part, The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you,"
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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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
C-6
10C
(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 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
10C
"
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
lID''C
(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
loe
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287,055, Florida Statutes, Q. Grady Minor and 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 Og-
5262 "County Wide Engineering Services-Aerospace" are accurate, complete and
current as of the time of contracting,
Q. Grady Minor and Associates, P.A.
BY:
~ '-- ~,~(\.
Q\I'~s.\~'"
TITLE:
DATE:
\~\\O
D--1
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~
~R CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDfYYYY)
OP 10 MY 03/J.5/J.D
QGRAD-2
t'KOuUl,;E/'l: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Dawson of F~orida; Nap1es HOLPER, THIS CERTIFICATE DOES NOT AMEND, EXTENP OR
6609 Willow ~ark Drive ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
NapJ.es FL 34J.09
Phone: 239-26J.-6J.J.6 Fax:239-26J.-2803 INSURERS AFFORPING COVERAGE NAlC #
INSURED INSURER A: rCCl: COIIIDI.:r:ci.~ Ineurance co.
!INSURER B Continentl.l Cillu<<lty CQ. (C_A) 20443
~. Grady ~nor & Associates,PA INSURER C
800 Via DeJ. Rej: ~SURER D
Bonita Springs L 34J.34
, INSURER E
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICJl,TED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF N<lY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VYHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL T-lE TERMS, EXCLUSIONS.'\NO CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDIYYYY) DATE (MMlDDIY'iYY) LIMITS
GENERAL LIABILITY EACH OCCURRENCE $1,000,000
X = GLOO05673 04/05/09 04/05/J.0 . J.OO ,000
A X COMMERCIf'!. GENERAl LIABILITY PREMISES (Ea occurence)
I CLAIMS MADE ~ OCCUR MED EXP (Anyone person) .5,000
X Contractual Liab. PERSONAL & NJV INJURY $1,000,000
GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $2,000,000
I POLICY [Xl j~& n LOC
Al1TOMOBILE LIABILITY COMBINED SINGLE LIMIT
- $ J.,OOO,OOO
A ~ ANY.AJJTO CAOO08906 04/05/09 04/05/J.D (Eaaccident)
ALL OVVNED AUTOS BODILY INJURY
- $
SCHEDULED f\JJTOS (Per person)
- ~- .~-
f HIRED AUTOS BODIL Y INJURY
$
NON-OWNED AUTOS (Per accident)
- PROPERTY D.AMAGE .
(Per accident)
GARAGE LIABILITY AUTO ONL Y ~ EAACCIDENT .
~ ANY PlJTO --
OTHER THAN EA ACC .
AUTO ONLY AGO .
EXCESS I UMBRELLA LIAB!LITY EACH OCCURRENCE :5 5,000,000
A ~ OCCUR D CLAIMS MADE UMBOO05343 04/05/09 04/05/J.0 AGGREGATE $ 5,000,000
.
~ DEDUCT'BLE I
--
X RETENTION '0 I
WORKERS COMPENSATION ~Jr.9RY_ LIMITS I I cEil
AND EMPLOYERS' LIABILITY YIN ._~
A ANY PROPRIETORlPAATNERIEXECUTIVE D 578J.3 04/05/09 04/05/J.0 EL EACH ACCIDENT $ 500 ,000 --
OFFICERlMEM8ER EXCLUDED?
(MandatoryinNH) EL DISEASE EA EMPLOYEE .500,000
II yes, describe under .500,000
SPECI.AL PROVISIONS below EL DISEASE - POLICY LIMIT
OTHER
B Professional Liab AEH28B30566J. 06/0J./09 06/0J./J.0 Aggregate 2,000,000
Retro J.0/J.4/86 Each Occ 2,000,000
DESCRIPTION OF OPERATIONS f LOCATIONS f VEHICLES f EXCLUSIONS ADDEO BY ENDORSEMENT f SPECIAL PROVISIONS
Contract 1/09-5262 "County-Wide Engineering Services"
Collier County Board of county Commissioners is
listed as additional insured with respect to general liability.
*30 days notice of cancellation except J.O for non payment of premium.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
COLLI25 DATE THEREOF, THE lSSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIF1CATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Col~ier county BOCC IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Purchasing Dept REPRESENTATIVES.
3301 Tamiami Tr E AUTHORIZED REPRESENTATIVE
Naples FL 34J.J.2 ~:k~ \3",&t.-"-
,
ACORD 25 (2009/01)
@)1988-2009ACORDCORPORATION. All rIghts reserved.
The ACORD name and logo are registered marks of ACORD
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 oflhe 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 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,
.
ACORO 25 (2009101)
10 C .1'1
MEMORANDUM
Date: March 26, 20 1 0
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262 "County-Wide Engineering Services"
Contractor: Vanus, Inc.
Attached, please find an original contract document, referenced above,
(Agenda Item #10C) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold one of the second
original agreement in the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
ITEM NO.: ,0 .~_a5d4
1
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
./
REQUEST FOR LEGAL SERVICES
Date:
March 10, 2010
$T
To:
Office of the County Attorney
Jeff Klatzkow
J)\AJ ,3) I;'
Re:
.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
\\Y~
'; \ 'G~ \ \~
RLS # --1-~D+5:;>L/
CHECKLIST FOR RF:VIEWING CONTRACTS I
EntityName:'J~~~~______ 10 C
.~;:
~
~
Entity name correct on contract?
Entity registered with FL Sec. of State?
Required $_.
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indenmification meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
Ifattached, expiration date ofbond ______. __ _
Does dollar amount match contract?
Agent registered in Florida?
Signature Blocks
Correct executor name in signature block'!
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary'!
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
Attachments
Are all required attachments included?
No
No
Provided $.
Exp Date __
-~
._.Yes
~s
_._No
No
~
Yes
Yes
No
Yes
Yes
No
No
~:
~
No
No
No
No
_~~- No
~=~:
y" -e",':::,";:,:;~ z/ -;'\
04(("Oi~r I J / U
MEMORANDUM
lID 'C
~
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 10, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Vanus
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
MEMORANDUM
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician
Purchasing Department
DATE: March 1,2010
RE: Review Insurance for Assumption of Contract: #09-5262 "County-
Wide Engineering Services"
Contractors: AECOM USA
AIM
Allied Universal
Ardaman
Camp Dresser & McKee
CH2M Hill
Coastal Engineering Consultants
Coastal Planning
Consul-Tech
CPH
David Plummer
EMA
Hole Montes
HSA (Rare Earth)
Johnson
Matern
Pelican
Q. Grady Minor
RWA
T Y Un Int'I
Tindale-Oliver
TLC
/ URS Corp
Vanus
Wilson Miller
This Contract has not been approved by the BCC.
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please return to Purchasing. Thank you. If you
have any questions, please contact me at extension 8375.
IOC
"i__~
IOiC
\ "
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Wednesday, March 10, 20103:29 PM
DeLeonDiana
mausen_9
Contracts for 09-5262 "CountyWide Engineering Services"
Diana Good Afternoon;
I have approved the certificate(s) of insurance for the following vendors for contract 09-5262
. AIM
. Allied Universal
. Ardaman
. Camp Dresser & McKee
. Coastal Engineering Consultants
. Consul-Tech
. CPH
. David Plummer
. EMA
. HDR Engineering, Inc.
. Hole Montes
. Johnson
. Kisinger Campo & Associates
. Tetra Tech, Inc
. Tindale-Oliver
. URscor/
. Vanus
. Wilson Miller
Per our discussion you will provide Risk with the required CAO RLS/Cover Sheet, and the proper coversheet for Risk
Management for the vendor contracts above. We will insert and send each of these contracts to the County Attorney's
Office for their review after we process.
I will send you under a separate email the list of vendors that have deficiencies in their certificates.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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.
www.sunbiz.org - Department of State
Page 1 of2
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Foreign Profit Corporation
VANUS, INC.
Filing Information
Document Number P07908
FEI/EIN Number 581626967
Date Filed 10/2911985
State GA
Status ACTIVE
Last Event NAME CHANGE AMENDMENT
Event Date Filed 09/15/2008
Event Effective Date NONE
Principal Address
4350 WEST CYPRESS STREET
SUITE 340
TAMPA FL 33607 US
Changed 03/29/2006
Mailing Address
4350 WEST CYPRESS STREET
SUITE 340
TAMPA FL 33607 US
Changed 03/29/2006
Registered Agent Name & Address
CALHOUN, JAY H.L.
4350 WEST CYPRESS STREET
SUITE 340
TAMPA FL 33607 US
Name Changed: 03/29/1999
Address Changed' 03/29/2006
Officer/Director Detail
Name & Address
Title PD
CALHOUN, JAY H.L
4350 WEST CYPRESS STREET, SUITE 340
TAMPA FL 33607
TitleVP
http://www.sunbiz.org/scripts/cordet.cxe?action= D ETFIL&in~ doc _ number= P07908&inq... 3/12/2010
www.sunbiz.org - Department of State
Page 2 of2
1 0 C q1f
CALHOUN. SARA E
4350 WEST CYPRESS STREET, SUITE 340
TAMPA FL 33607
Title VP
ENRIQUEZ, JEUNNE
4350 WEST CYPRESS STREET. SUITE 340
TAMPA FL 33607
Annual Reports
Report Year Filed Date
2008 01/07/2008
2009 01/19/2009
2010 01104/2010
Document Images
01/04/2010 -- ANNUAL REPORT
01/19/2009 -- ANNUAL REPORT
09/15/2008 -- Name Change
01/07/2008 -- ANNUAL REPORT
01/08/2007 n ANNUAL REPORT
03/29/2006 -- ANNUAL REPORT
03/13/2006 -- Name Change
01/10/2005 -- ANNUAL REPORT
01/12/2004 -- ANNUAL REPORT
09/24/2003 -- Reg Agent Change
02/10/2003.. ANNUAL REPORT
02/19/2002 -- ANNUAL REPORT
04/09/2001 n ANNUAL REPORT
03/07/2000 -- ANNUAL REPORT
03/29/1999 -- ANNUAL REI"ORT
07/14/1998 -- Name Change
05/14/1998 -- ANNUAL REPORT
03/20/1997 -- ANNUAL REPORT
03/20/1996 -- ANNUAL FH'PORl
05/01/1995 -- ANNUAL REPORT
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I !:or:h.~ i Cor:!dc\ liS I DOVin1c'nt :;'_,arch,:,:, I [ Filllr!] SerV'(I"; I ronn'; : HiclD i
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CDpyriQ!ltc:') )(h/ ~;ti'Jtc ur !'LJridd, Department of State
http://www. sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc __ number= P07908&inq... 3/1 2/20 I 0
10 C
"
Contract 09-5262
"County- Wide Engineering Services" - Civil-Transportation Planning (CI-TRPL) and Civil-
Transportation Traffic (CI-Traf)
THIS AGREEMENT is made and entered into thi~day of 'f'I!\~-L-..., 2010, by and
between the Board of County Commissioners for C6iiier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and VANUS, Inc., authorized to do
business in the State of Florida, whose business address is 4350 West Cypress Street, Suite 340,
Tampa, Florida 33607 (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. Civil-Transportation Planning (CI-TRPL)
1
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2. and Civil-Transportation Traffic (CI-Traf)
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
2
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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.
3
10 C
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 Jay H.L. Calhoun, P.E., 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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).
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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
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.
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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.
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.
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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.
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
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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
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
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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:
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9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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:
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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.
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1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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
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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.
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
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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.
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
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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.
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
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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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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, Purchasing Building
3301 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:
VANUS, Inc.
4350 West Cypress Street, Suite 340
Tampa, FL 33607
Phone: 813-831-8870; Fax: 813-831-9375
Attn: Jay H.L. Calhoun, 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.
25
loe
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
IDe
"'~
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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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
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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.
Dwight E. Brock, Clerk
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY. FLORIDA,
ATTEST:
By: n..." >,.)))~i"~V"':'e a c
~"""'~:'.'~'A\ .
Date::5':..... ..... t,)
....'~:fr:i- '
.t.L,~.._~" .
" ",,' ~~...:. ,;\'1
Approved asto'f "'''and
g suffici
By: --lulL lAY (~j~
Fred W. Coyle, Chairman
("
Wit~'- cJ"^~-<-
Colleen Clune/Proiect Coordinator
Typed Name and Title
1~/b, . !2.}r
Witness
Kolleen Snapp/Marketinq Coordinator
Typed Name and Title
VANUS,lnc.
By: d... ,JJt..O"O,p,(,::J
---""'(f )
Jav H.L. Calhoun, PE/President
Typed Name and Title
Item #
\OL
3~10
Agenda
Dale
Date .3-:J5iC'
Rec'd
K
DepuIy CIlIlt
30
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" ~
SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated ,20 (RFP/Bid 09-5262- Civil-Transportation
Planning (CI-TRPL) and Civil-Transportation Traffic (CI-Traf)
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 NoIice 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 & MaIerial
(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 houriy 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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourly Rate
Principal
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
10C
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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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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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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~ ~...
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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(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
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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
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 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
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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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(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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, VANUS, 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 "County
Wide Engineering Services" are accurate, complete and current as of the time of
contracting.
V ANUS, Inc.
BY: ltc.~Q~AJ.~
Jay .L.)Calhoun, PE
TITLE: President
DATE: February 24. 2010
D-1
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ACORD. CERTIFICATE OF LIABILITY INSURANCE OP 10 KP I DATE (MMfDDIYYYY)
VANUS-1 02/24/10
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Mynatt Insurance Agency, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1316 W. Busch Blvd ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
TaIlIpa FL 33612 i INSURERS AFFORDING COVERAGE
Phone. 813-932-5511 Fax.813-931-4459 NAIC#
INSURED I INSURER A: 'fi'avelars :I:nd<lllmity Company
I INSURER B: Zuri<:h An:ltiric;s.n Ins. COlIIpany
VANU'S, Inc. I INSURER C;
4350 W. ~ress St.,Ste.340 I INSURER 0:
Tampa FL 607 I !NSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAve BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANOING
ANY REQUIREMENT, TERM OR CONomON 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 PAlO CLAIMS.
'LTR ~SR TYPE OF INSURANCE POLICY NUMBER : "~1!~ 1MMIODNYI" 8;;~E (MMlDDtYVl'N LIMITS
GENERAL LIABILITY EACH OCCURRENCE '1,000,000
f-
A X X COMMERCIAL GENERAL LIABILITY I6806715L003TCT09 12/02/09 12/02/10 I PREMISES (Ea occurence) '1,000,000
I CLAIMS MADE ~ OCCUR MEa EXP (Anyone person) S 5,000
PERSONAL & ADV INJURY '1,000,000
GENERAL AGGREGATE '2,000,000
GEN'LAGGREGATE lIMIT APAS PER: PRODUCTS - COMP/OP AGG '2,000,000
Xl ' n :RO.
X POLICY JEeT lOC
AUTOMOBILE LIABilITY COM81NED SINGLE LIMIT
l- S 1,000, 000
A X ANY AUTO BA5637L59409SEL 08/01/09 08/01/10 (Eaaccidenl)
ex ALL OWNED AUTOS BODILY INJURY
l- .
SCHEDULED AUTOS I6806715L003TCT09 12/02/09 12/02/10 (Per person)
I-
A r!. HIRED AUTOS aODIL Y INJURY
(Per accident) .
c.!. NON-OWNED AUTOS
I- PROPERTY DAMAGE .
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT .
~ ANY AUTO OTHER THAN EA ACC .
. AUTO ONLY: AGG .
EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE '2,000,000
A f!J OCCUR 0 CLAIMS MADE ISFCUP8381Y597IND09 12/02/09 12/02/10 AGGREGATE '2,000,000
.
R DEDUCTIBLE .
RETENTION . .
WORKERS COMPENSA nON AND X I TORY LIMln1 ! IViR
A EMPLOYERS' LIABILITY IDTAHUB0904T38809 05/01/09 05/01/10
ANY PROPRIETORlPARTNERJEXECUTIVE EL EACH ACCIDENT Sl,OOO,OOO
OFFICERlMEMBER EXCLUDED? E.l. DISEASE - EA EMPLOYEE '1,000,000
g~~I~Ls~~~v~~1o~s below E.l. DISEASE - POLICY LIMIT Sl,OOO,OOO
OTHER
B Professional EOC937394006 05/05/09 05/05/10 Ea. Claim 1,000,000
Liabi 1i ty Aggreaate 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
Collier County Government is named as Addi ti onal Insured
Contract No. 09-5262 County Wide Engineering Services
CERTIFICATE HOLDER
CANCELLATION
COLL003
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAtL ~~ DAYS WRIITEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTA VE
Collier County
Attn: Contract Administration
330~ E Tamiami Trail East
Naples FL 34112
ACORD 25 (2001108)
James
Connor
/
;/ t..--L<:C..-_
(?~-V'-OL.-
@ACORD CORPORATION 1988
1DC
MEMORANDUM
Date: March 26, 20 1 0
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262 "County-Wide Engineering Services"
Contractor: MACTEC Engineering and Consulting, Inc.
Attached, please find an original contract document, referenced above,
(Agenda Item #10C) approved by the Board of County Commissioners
March 9, 2010.
The Minutes and Records Department will hold one of the second
original agreement in the official records of the Board.
rfyou should have any questions, please contact me at 252-8406.
Thank you.
Attachment
, "'/
ITEM NO.: ~O ryQ..(r 01 SS '"2-
FILE NO.:
ROUTED TO:
REQUEST FOR LEGAL SERVICES
Date:
March 16, 2010
To: Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
S~\
DW ~::J-~/ 10
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: MACTEC Engineering & Consulting, Inc.
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
RLS /I ___.lOn~D \ 55. ~
CHECKLIST FOR REVIEWING CONTRACTS
Elllity Name: l~\.EC..-:Ec-e-C\ff.ci0J~~uL C10S0\ ~'1 ~ . I
Entity name correct on contract? __, Yes No
Entity registered with FL Sec. of State? ?yes No
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &lor Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General LiahilifJ!... . \
General Aggregate Reqnired $ Lrv\, \
--,-
Products/Compl/Op Required $...':... '
Personal & Advert Required $ ~_.~
Each Occurrence Required $__ I' I t
FirelProp Damage Required $_ 50\~
Aulomobile Liability
Bodily Inj & Prop Required $. 5cn \C_ Provided $_\ yY"\ ~~l
Workers Compensation
Each accident Required $ \ '(f\ ; \ \
Disease Aggregate Required $ (' , ,.
--.---."'t-
Disease Each Empl Required $ I' ,
Umbrella Liability
Each Occurrence Provided $lmi ~ Exp Date _~
Aggregate Provided $_"L_-,_I_ Exp Date --'-'---'--'_
Does Umbrella sufficiently cover any underinsured portion? ~.Yes _No
Professional Liability ~
Each Occurrence Required $ \ fV\ i':L.... Provided $_ \ Y'l\i \.\ Exp. Date _
Per Aggregate Required $ _U I f Provided $ __l!_~.L_ Exp. Date I l' 'I
Other Insurance
Each Occur Type:~___
~. ..~ es No
~Yes No
~_Yes No
~__Yes No
Provided $'2r<\', \\ Exp. Date --si~1P
Provided $ (, ,I J Exp. Date ~----.:.....!.
Provided $~.~ Exp. Date" "
Provided $ (( ,I I Exp. Date , . I ~
Provided $} m;'\\ -- Exp. Date --"_-'-- '
Provided $ \ m: \1
Provided $ I . ; I
-.,-,."
Provided $LL_____'L
Exp Date '1_~
Exp Date ro/ . \ I 0
Exp Date _ ~
Exp Date ~~ I
Required $_
Performance Bond
Bond requirement referenced in contract?
Ifattached, expiration date ofbond _'___ ~___
Does dollar amount match contract?
Agent registered in Florida?
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Provided $
Exp Date_
~Yes
~Yes
No
No
/Yes
Yes
~
Yes
No
Yes
Yes
No
No
Signalure Blocks
Correct executor name in signature bIOCk?~, Yes No
Correct title of executor? Yes No
Executor authorized to sign for entity? '7 Yes --No
Proper number of witnesses/notary? ~ _ -A . v(-Yes ~-No . '0 see.e~~
Authorization for executor to sign, if necessary: .ARc.lJctl.. - ~ xr--?>~(\4.S"\\v(U
Chairman's signature block? ..Yes ___.__No-.J
Clerk's attestation signature block? ~s _.__ No
~:':,:.:~~:;;;;;;::::,:~~:~, .iL u:: ~ 111
-R~vi'w" lnitia.I" 2U.~'t1!/11 J-/ W
Date: . .~ I
04-('0/\-01 0222
MEMORANDUM
IOC
., '"
TO: Ray Carter
Risk Management Department
.- /'
FROM: Diana De Leon, Contract Technician ,{ . ",IP
Purchasing Department .;J<
DATE: March 16,2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: MACTEC Engineering & Consulting, Inc.
This Contract was approved by the Bee on March 9, 2010, Agenda Item 10.e
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
1m Emm
MAR 1 7 2010
RISK ~
<~~
q;Jo
laC ~~
mausen_9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Tuesday, March 23, 2010 2:16 PM
DeLeonDiana
mausen_g
Contract 09-5262 "MACTEC Engineering & Consulting, Inc."
Diana, I have approved the certificate of insurance provided by MACTEC for contract 09-5262. The contract will now be
forwarded to the County Attorney's Office for their review.
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
II MACTEC
IOC
.
Incumbency Certificate
I, Kendall H. Sherrill, being the duly elected and acting Secretary of MACTEC
Engineering and Consulting, Inc., ("MACTEC") hereby certify that Richard A. Minichiello is a
duly elected and acting Vice President of MACTEC and, pursuant to the authority inherent in the
office of Vice President as set forth in the Bylaws of MACTEC, has the authority, on behalf of
MACTEC, to execute the Fixed Term Professional CEI Services Agreement No. 06-3987
between MACTEC and Collier County Government.
Dated September 20, 2006.
MACTEC Engineering and Consulting, Inc.
SEAL
r,/j\./*"
j'
by
IW!JI:A~
Secr ar
\.. ',' "~"
J!"
MACTEC Engineering and Consulting
1105 Sanctuary Pkwy,Suite 300. Alpharetta, GA 30004
770-360-0600 . Call for Fax
IOC
HerreraSandra
From:
Sent:
To:
Subject:
DeLeonDiana
Wednesday, March 24, 2010 11,22 AM
HerreraSandra
RE: 10-PRC-01552 Contract 09-5262 County Wide Engineering Service.,
Sandra,
Yes, i just spoke to Mr. Manichiello... the letter is still current. Thanks, DD
From: HerreraSandra
Sent: Wednesday, March 24, 2010 10:34 AM
To: DeLeonDiana
Subject: 1O-PRC-01552 Contract 09-5262 County Wide Engineering Services:
This certificate is dated 2006, please confirm whether Richard Minichiello has authority to sign on behalf of Mactec.
Thanks. <<File: incumbency certificate .pdf>>
Sandra Herrera, Certified Paralegal
Office of the County Attorney
3301 Tamiami Trail East, 8th Floor
Naples, Florida 34112-4902
Phone: (239) 252-8400
Facsimile: (239) 252-6300
Sandraherrera@collierf!ov.net
Uildr'l F!mi.j:; law, fe-Trail addresses Bre rulJ!<c rf'\~mds !f yOlJ do Pl't V'Clnt your !-.m;:!.il i1ddress r(dew::ed ill response to 8 ~'lJilIIC reculds request do not send
e:ectiOilic IVlil to thiS f}lIlih Instedd ernLli:t th::, .)ftice tJ'y' Ilo'lepholw (II Ii: WI itinq
1
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Foreign Profit Corporation
MACTEC ENGINEERING AND CONSULTING, INC. ~
Filing Information
Document Number P33646
FEI/EIN Number 680146861
Date Filed 04/18/1991
State DE /'
Status ACTIVE V
Last Event NAME CHANGE AMENDMENT
Event Date Filed 10118/2002
Event Effective Date NONE
Principal Address
1105 LAKEWOOD PKWY SUITE 300
ALPHARETTA GA 30009
Changed 01/14/2009
Mailing Address
1105 LAKEWOOD PKWY SUITE 300
ALPHARETTA GA 30009
Changed 01114/2009
Registered Agent Name & Address
CORPORATION SERVICE COMPANY
1201 HAYS STREET
TALLAHASSEE FL 32301 US
Name Changed: 02/03/2009
Address Changed: 0210312009
OfficerlDirector Detail
Name & Address
Title DP
KIBLER, JAMES A JR
1105 LAKEWOOD PKWY SUITE 300
ALPHARETTA GA 30009
Title D
MASSEY, ANN E
1105 LAKEWOOD PKWY SU ITE 300
ALPHARETT A GA 30009
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Title EV
LEDBETTER, J. LEONARD
3200 TOWN POINT DR NW SUITE 100
KENNESAW GA 30144
Title SVP
GREER, WILBUR C JR
1105 LAKEWOOD PKWY SUITE 300
ALPHARETTA GA 30009
Title VST
SHERRILL, KENDALL H
1105 LAKEWOOD PKWY SUITE 300
ALPHARETTA GA 30009
Title AS
DUKE, BRUCE A
1105 LAKEWOOD PARKWAY SUITE 300
ALPHARETTA GA 30009
Annual Reports
Report Year Filed Date
2008 02/25/2008
2009 01/14/2009
2010 01/29/2010
Document Images
01/29/2010 -- ANNUAL REPORT
02/03/2009 Reg. Agent Cllange
01/14/2009 -- ANNUAL REf'ORT
02/25/2008 -- ANNUAL REPORT
04109/2007 ANNUAL REPORT
05/01/2006 -- ANNUAL REPORT
05/03/2005 -- ANNUAL REPORT
04/30/2004 -- ANNUAL REPORT
07/01/2003 -- ANNUAL REPORT
10/18/2002 -- Name Change
03/26/2002 -. ANNUAL REPORT
OS/21/2001 -- ANNUAL REPORT
07/20/2000 -- Name Change
03/20/2000 -- ANNUAL REPOR1
03/02/1999 -- ANNUAL REPORT
01/28/1998 -- ANNUAL REPORT
01/30/1997.. ANNUAL REPORT
03/22/1996 -- ANNUAL REPORT
02/14/1995 --ANNUAL REPORT
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..
Contract 09-5262
"County- Wide Engineering Services" - Materials (MA), Civil-Transportation Testing (CI-Test)
THIS AGREEMENT is made and entered into this !l!::.. day of (\1\ ctll\.l,\ ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and MACTEC Engineering and
Consulting, Inc., authorized to do business in the State of Florida, whose business address is 1105
Lakewood Parkway, Suite 300, Alpharetta, Georgia 30009 (hereinafter referred to as the
"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. Materials (MA)
2. Civil-Transportation Testing (CI-Test)
1
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.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree a~ 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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
2
lOb
~
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 Service!';
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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1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
such iil;t::nses as are required to do business in the State of Florida and in Collier County, Florida,
including, but not limited to, all licenses required by the respective state boards and other
governmental agencies responsible for regulating and licensing the professional Services to be
provided and performed by the CONSULTANT pursuant to this Agreement.
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization or
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Richard A. Minichiello as its Principal in Charge (hereinafter
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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'1
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 AgreE''''''' ()1 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 Ie >;)"ei"
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
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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.
7
10 C
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 authomy tv
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 C
objectives and constraints, space, capacity and performance requirements,
flexibility and expand ability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including e}:ic:,"j ,'. ,':"'::
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
10 C
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 ~ighi
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 CONSULTAN r'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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSA liON
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 in\ioi~es 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, lor tile (lflle
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 shaii be made upon presentation or 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 variou:s iilird 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 andfor
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 caUSt::ll by !lie
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
:..terests 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 anrl
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 oy
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 currentI.S.O. form with no limiting endorsements, must reference and identify this Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
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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 withbeld 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 NEGOTIA nON 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 CONSULTANTS services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time Df 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 "flail be
employed to perform those Services.
ARTICLE 15
MODI FICA liON
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 Tamiamj 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 wriiing 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:
MACTEC Engineering and Consulting, Inc.
222 Industrial Blvd., Suite 155
Naples, FL 34104
Phone: 239-643-4747; Fax: 239-643-4750
Attn: Richard A. Minichiello
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17 .1 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 pnor
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 ihi~ 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 see )ulations
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: .( .
'N
By: W. c+-
Fred W. Coyle, Chairman
MAC
Inc.
By:
Richard A. Minichiello Senior Vice President
Typed Name and Title
Item # .Lor)
AgllI\da 3. -q ~ 10
Date
Date 3' d5r(D
Rec'd
A<f
Deputy Cle<K
.',,,. .~"'"
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Materials (MA), Civil-
Transportation Testing (CI-Test)
This Work Order is for professional describe services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated . 20 which is attached hereto and made a part of this Work Order.
In accordance 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)
TOTAL FEE
$
$
$
$
Task I
Task II
Task III
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 Tille
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Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
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
Survey Crew - 3 man $160
Survey Crew - 4 man $180
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project ba'c;I' JS
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 polices 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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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 ihe CONSULTANT. Coverage will inciude, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
Completed 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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk I\lianagement 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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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.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, MACTEC Engineering and Consulting, Inc., hereby certifies
that wages, rates and other factual unit costs supporting the compensati.. .', the
services of the CONSULTANT to be provided under the Professional Services
Agreement, concerning 09-5262 "County Wide Engineering Services" are accurate,
complete and current as of the time of contracting.
MACTEC Engineering and Consulting, Inc.
BY:_P~
TITLE: ~. J~ ~~ck.:f
3!q(/D
DATE:
D-1
JefF"
MA ;'.':
ACORD" CERTIFICATE OF LIABILITY INSURANCE ( '~ATE. (MMIDOfYYYY)
3/23/2010
PRODUCER Commercial Lines ... (770) 850-0050 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Wells Fargo Insurance Services USA, Inc HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
4401 Northside Parkway, Suite 400
Atlanta, GA 30327 INSURERS AFFORDING COVERAGE NAIC#
INSURED MACTEC Engineering and Consulting, Inc. INSURER A: Zurich American Insurance Co 16535
5845 N.W. 158th Street INSURER B Steadfast Insurance Company 26387
INSURER c. Lloyd's, London
INSURER D'
Miami Lakes, FL 33014 INSURER E
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN is SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDiTIONS OF SUCH
POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
LTR NSR TYPE OF INSURANCE POLICY NUMBER PDOA~~Y :~i~8,w\E Pg~fJ 1~'g',~~~N LIMITS
A ~NERAL LIABILITY GL0225862812 09/01109 09/01/10 EACH OCCURRENCE $ 1.000,000
X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 1,000,000
I CLAIMS MADE [8] OCCUR MED EXP (Anyone person) $ 5,000
PERSONAL & ADV INJURY $ 1,000,000
-
GENERAL AGGREGATE $ 2,000,000
-
~'L AGG:EAE LIMIT APnSIPER PRODUCTS - COMP/OP AGG $ 2,000.000
X POLICY jrc?,: LaC
A ~TOMOBILE LIABILITY BAP225862912 09/01/09 09/01/10 COMBINED SINGLE LIMIT $
(Eaaccident) 1,000,000
X ANY AUTO
-
- ALL OWNED AUTOS BODILY INJURY
(Per person) $
- SCHEDULED AUTOS
-"- HIRED AUTOS BODILY INJURY
(Per accident) $
-"- NON-OWNED AUTOS
- PROPERTY DAMAGE $
(Per accident)
lAGE LIABILITY AUTO ONLY - EA ACCIDENT S
ANY AUTO OTHER THAN EAACC $
AUTO ONLY' AGG $
B fJ~SS/UMBRELLA LIABILITY SE0655238600 09/01/09 09/01/10 EACH OCCURRENCE $ 1,000,000
X OCCUR D CLAIMS MADE AGGREGATE $ 1,000,000
$
=1 ~EDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND X WC STATU- IOJ~-
A EMPLOYERS' LIABILITY WC225863012 (AOS) 09/01/09 09/01/10
ANY PROPRIETOR/PARTNER/EXECUTIVE WC283354012 (WI&MI) 09/01/09 09/01/10 EL EACH ACCIDENT S 1,000,000
OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE S 1,000.000
Ifyes,describellnder WC943289901 (Guam) 09/01/09 09101/10
SPECIAL PROVISIONS below E.L. DISEASE POLICY LIMIT $ 1,000,000
OTHER
C Professional QF054509 09101/09 09/01/10 $1.000,000 Each Claim
Liability $1,OOO,000Aggregate
DESCRIPTION OF OPERATIONS f LOCATIONS f VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
RE:County Wide Engineering Services ~ 09~5262 As respects general and automobile liability coverages, certificate holder is included as additional insured,
when required by contract, but only for work periormed by or on behalf of MACTEC Engineering & Consulting, Inc.
General and Automobile Liability Coverage indicated is considered primary and non-contributory in connection with any insurance in force or maintained by the
certificate holder arising out of MACTEC Engineering & Consulting, Inc's negligent
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
-
Board of County Commissioners for Collier County, Florida NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Attn: Ms. Diana Deleon IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
3300 East Tamiami Trail REPRESENTATIVES.
Naples, Fl 34112 AUTHORIZED REPRESENTATIVE 9{~
ACORD 25 (2001/08) 1 of 2 1273652
(This certificate replaces certificate# 1260564 issued on 3/16/2010)
@ ACORD CORPORATION 1988
DESCRIPTIONS (Continued from Page 1)
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operations.
The indicated General Liability, Automobile Liability & Workers Compensation policies contain a waiver of subrogation, when required by contract, in
favor of the certificate holder to the extent permitted by law. A per project aggregate applies on the General Liability coverage.
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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
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-5 (2001/08) 2 of 2
#S915260fM915043
10 C ;~
MEMORANDUM
Date: April 6, 2010
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262 "County-Wide Engineering Services"
Contractor: Malcolm Pirnie, Inc.
Attached, please find an original contract document, as referenced above,
(Item #10C) approved by the Board of County Commissioners March 9, 2010.
The Minutes and Records Department will hold the second original contract in
the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
ITEM NO.: r D ~- OtSU> ~
. . '. ; rit
!l1""""8N8
,." . fl'" \
,r' \ It .'i-1 \i ~\ I 'I I }~
\.j,,)' , '
lOe .\-I
DATE RECEIVEDO vJ'
4' Cl~~ k d<>
~~J~
V
Q, (" YJ1
lAW.
~) l )/1
717:7 ,
i I
LJ!t/IO
FILE NO.:
ROUTED TO:
0" V 40
\"030 111-
00\ 0 ',,'i,
C"IU '
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date: March 25, 2010
To: Office of the County Attorney
Jeff Klatzkow
Sf/T
From: Diana De Leon, Contract Technician
Purchasing Department
IJi It
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: Malcolm Pirnie, Inc.
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
~\\~
~\ A:\iVVO
RLS #, . -". ? 12.::<:(1 1f'f:1S:: <1
CHECKLIST FOR ImVIEWING CONTRACT~ .. ""-;tVV' ~
E"titYName:-m~ \c.nL~~ -
Entity name correct on contract? ~s
Entity registered with FL Sec. of State? ~.Yes
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &/or Project referenced on Certificate?
Certi!lcate Holder name correct (BCC)?
Commercial General Liability ,
General Aggregate Required $ 2("\, \ \
Products/CompVOp Required $ .. ' /
"
Personal & Advert Required $ I'
Each Occurrence Required $_ " ' (
Fire/Prop Damage Required $ 'S O\L..:_
Automobile Liability
Bodily Inj & Prop Required $ 600 ,,'-.
Workers Compensation . \
Each accident Required $1 vY\ \ \._
Disease Aggregate Required $..l.'........... '.-'-
Disease Each Emp] Required $, , '...L
Umbrella Liability
Each Occnrrence Provided $.~j \.1_
Aggregate Provided $ ~_~~~
Does Umbrella sufficiently cover any underinsured portion?
Professional Liability
Each Occurrence Required $ \ y">"\, \ L
Per Aggregate Required $-,-,---,--,-_
Other Insurance
Each Occur Type:___
_ 0C-
_.___No
No
LYes ___No
---7'Yes No
'?Y No
~~ _No
Provided $LM ~ \j Exp. Date _~.\
Provided $'1 " Exp. Date~
Provided $--iV"'~' tJ Exp. Date ~ --= {I
Provided $ -'-'-...J...!.. Exp. Date _
Provided $ \ r/\, l \ Exp. Date. _
Provided $ .lXY-L:.ll Exp Date ---.iff \
Provided $ \ 0"\; ll.. Exp Date ~
Provided $ -----M.,,~_._ Exp Date u 4 J.J ..
Provided $--+-~~.__ Exp Date , I J
I I
Exp Date ~._
Exp Date " I I
~S-=-No
G\\~b
Provided $ \ m. \ I
Provided$~.!~~~
Exp. Date
Exp. Date
11
/
Required $____
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indenmification meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: _____
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
Attachments
Are all required attacmnents included?
Provided $
-g
Exp Date ~
14~
~Yes
Yes
No
~
Yes
No
Yes
Yes
No
No
6es No
L"-yes No
----- ~;;:_- -~~
Xes .._No
es No
___Yes No
/
/Yes
--ReYie~e~ Initials: ~-t1 -0
Dale:. \
04-COA-O 2
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Foreign Profit Corporation
MALCOLM PIRNIE, INC.
Filing Information
~'
/
Document Number 816513
FEI/EIN Number 132653703
Date Filed 11/26/1962
State NY
Status ACTIVE
/
/
.-/
Principal Address
1300 E 8TH AVENUE
SUITE 100
TAMPA FL 33605 US
Changed 01/25/2008
Mailing Address
104 CORPORATE PARK DRIVE
WHITE PLAINS NY 10602 US
Changed 02/05/2009
Registered Agent Name & Address
CT CORPORATION SYSTEM
1200 S. PINE ISLAND ROAD
PLANTATION FL 33324 US
Name Changed: 07/02/1992
Address Changed: 07/02/1992
Officer/Director Detail
Name & Address
Title V
BENNETT, JEFFREY R
101 ARTHUR ANDERSON BLVD, SUITE 280
SARASOTA FL 34232 US
Title V
CERRATO, OAVID S
1330 E 8TH AVENUE, SUITE F.100
TAMPA FL 33605 US
Title V /
GRACE, NIGEL 0
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc _ number=816513&inq... 3/12/2010
www.sunbiz.org - Department of State
Page 2 of3
10 C if
8201 PETERS ROAD, SUITE 3400
PLANTATION FL 33324 US
Title PD
DEE, WILLIAM P
104 CORPORATE PARK DRIVE
WHITE PLAINS NY 10602 US
TitleVD
FREILlNG, JERRY L
4646 E VAN BUREN STREET, SUITE 400
PHOENIX AZ 85008 US
Title V
BELITZ, ROBERT S
104 CORPORATE PARK DRIVE
WHITE PLAINS NY 10602 US
Annual Reports
Report Year Filed Date
2008 01/25/2008
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MEMORANDUM
10C
TO: Ray Carter
Risk Management Department
FROM: Diana De Leon, Contract Technician J c/
Purchasing Department Y
DATE: March 25, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Malcolm Pirnie, Inc.
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
RECEIVED
MAR 2 6 2010
RISK MANAGEM
ENr
(,
~
Jf6;10
mausen 9
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1
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Friday, March 26, 2010 1 :53 PM
DeLeonDiana
mausen_g; HerreraSandra
Contract 09.5262 "County.Wide Engineering Services"
Diana, I have approved the certificate(s) of insurance provided by Malcolm Pirnie, Inc. for contract 09.5262. The contract
will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
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1
Contract 09-5262
"County- Wide Engineering Services" - Project Management (PM), Civil-Public Utilities Facility
Design (CI-PU Design), and Civil-Transportation Traffic (CI-Traf)
THIS AGREEMENT is made and entered into this ~ day of IVICL.-d, 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and Malcolm Pirnie, Inc., authorized to do
business in the State of Florida, whose business address is 1300 East 8th Avenue, Suite 100, Tampa,
Florida 33605 (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. Project Management (PM)
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2. Civil-Public Utilities Facility Design (CI-PU Design)
3. and Civil-Transportation Traffic (CI-Traf)
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10,2009, unless otherwise amended by the OWNER.
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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 H. French, P.E., 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
7
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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;
8
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1
(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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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 rnonthly
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).
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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
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.
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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.
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.
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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.
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
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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
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
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the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICA liON
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:
16
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..,
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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:
17
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9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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.
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1
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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.
1 0.4 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
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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.
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
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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.
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
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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.
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 sarne 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
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'. .4t
c' _~
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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, Purchasing Building
3301 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:
Malcolm Pirnie, Inc.
4315 Metro Pkwy., Suite 520
Ft. Myers, FL 33916
Phone: 239-332-1300; Fax: 239-332-1789
Attn: Robert H. French, 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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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,li;.)3rpck, Clerk
.,.(Ji;iu...... :~'. ~ rO.L .
a~..~'..
:,... .41. .t-..
',. ,. ',',,' ~, ,""" ., ......
':4lh ~
~~ ':~l')r5,1D( D
'M.w r~.~.
By: ~ ?i
Fred Coyle, Chairman'
,
Approved as to form and
Ir:tpL)
~t County Attorney
12L.-h\.~L
Witness .'
t20\),A \.L~"'- ~\"",... ~'I"'~
Typed Name and Title
\~trA'&tkJ
Witness
{!I'i'll:f. EU!LUt t:Y\~infe(
Typed Name and Title
Malcolm Pirnie, Inc.
-hr.'/ " ,....
B .::1d"" .'
Njd Gr'-cL, 0;<< Pr<.>,.!.<Mt
Typed Name and Title
Item# J Ct' J
: A'.ienda ;:>...a ~l D
,ll"1le v~-l
30
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Project Management
(PM), Civil-Public Utilities Facility Design (CI-PU Design), Civil-Transportation Traffic (CI-Traf)
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaorv
Standard Hourlv Rate
Designer
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
$145
$100
$60
$130
$85
$130
$160
$180
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Inspector
Senior Planner
Planner
Senior Designer
Environmental Specialist
Senior GIS Specialist
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
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 polices 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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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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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"
CONSULTANT. Deductibles or self-insured retentions carried by the CONSl)~rANT
.
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.?
IOC
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
IOC
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 Agreernent.
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
IOC
(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
IOC
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Malcolm Pirnie, 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
Malcolm Pirnie, Inc.
BY:
.(
\?"':::J, ',,, ',~ f'
\
TITLE:
'J, c~ feu \ ,lQ..n t
DATE: ~'V\",("d... II" '1.010
D.1
10C
..----, I OATE(MM/OO/YYYY)
ACORIJ- CERTIFICATE OF LIABILITY INSURANCE
<......--- 03/22/2010
PRoDXg~R R; sk Serv; ces South, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY
Franklin TN office AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. TillS
501 corporate centre Drive CF:RTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
suite 300 COVERAGE AFFORDED BY THE POLICIES BELOW.
Franklin TN 37067 USA
PHONE.(866) 283-7122 FAX. (847) 953 5390 INSL'RERS AFFORDING COVERAGE NAIC#
INSUREIl INSURER A: Lexington Insurance company 19437
Malcolm pi rnie. Inc. ]}.ISURERU
104 cor~orate Park Drive
white Pains NY 10602 USA INSURERC
INSl:RERD
INSURERE
COVERAGES
"
.
'"
"
=
.
;:i
"
.
."
;;
SIR applies per terms and conditions of the policy =
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUREO NAMED ABOVE FOR THE POLlCY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR (HHER DOCUME!\T WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN, THE INSURANCE AfFORDED BY THE POLICIES DESCRlBED HEREIN IS SUBJECT ro ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES
AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLA1MS. LIMITS SHOWN ARE AS REQUESTED
INSR A
LTO I:'>ISRD TYPE OF INSURANCE POLICY NUMBER :~i~~,~~~~~~ POUCY EXPIRATION LIMITS
DATE MM/DD/YYYV
f"-""' EA('IIOCCURREN('E
COMMERCIAL GENERAL LiABILITY DAMAGE TO RENTED
CLAIMS MADE D (lCC!;R PREMISES (Ea nccurrence)
nYUneperlWn '"
PERSONAL & AOV INJURY ""
N
'"
GEl\'ERAL A(jGRFGATE .-<
.-<
GEN'L AGGREGATE LIMIT APPLIES PER '"
m
PRODUCTS. COMPiOP AGG 0
0 POLICY D PRO- OI.OC 0
JECl ....
~
AUTOMOBILE LIABILITY ..
- COMBINED SINGLE l.IMIT .
ANY AUTO (Eaan:ident) '"
- ALL OWNED AUTOS ~
BOIJIL Y INJURY .
- 0
SCHEDULED AUTOS (PcrpCT>lln) '"
- HIRED AUTOS i
.
- BODILY INJURY '-'
NON OW:-.JFD AUTOS (l'eraaidenl)
-
PROPERTY DAMAGE
- (Peraccidentj
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT
R ANY AUTO OTHER THAN FAACC
AUTO ONLY
AGG
EXCESS IllMBRELLA LIABILITY EACH OCCL1RRENCE
o OCCUR 0 CLAIMS MADE AGGREGATE
BDEOUCTIBLE
RETENTION
WORKERS COMPENSATION AND IW( STATU-I I~~H-
EMPLOYERS' LIABILITY tJ
1'.1.. EACll ACUDENT =
ANY PROPRIETOR i PARTNER i EXECUTIVE -I
OFFICER-MEMBER EXCI.UDED') E.L. DlSEASE-EA EMPLOYEE
(MandalorylnNH)
Ifye" describe under SPECIAL PROVISIONS bek,,,, LL DISEASE-POLICY LIMIT
A 015448957 06/01/2009 vV; V"; <V"V Eachcla;m $1,000.000 ~
OTHER Prof & Poll L;ab
Archit.&Eng prof Annual Aggregat.e $1,000,000 ~
~
DESCRIPTION OF OPERA T10NSiLOCATIONSiVEHICLES/EXCLIJSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS ::;
:,
Contract #09-5262, count~-wide Engineering services. For Professional Liability coverage, the A~gregate Limit is ~
the total insurance avai able for claims presented within the policy period for all operations o the insured.
The Limit will be reduced by payments of indemnity and expense. ~
....
CERTIFICATE HOLDER
collier county
3301 Tamiami Trail East
Naples FL 34112 USA
CANCELLATION
~.
AI:nIORIZED REPRESENTATIVE
~ ~9"......... 9"~ ~
SHOl'LD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BfFORE THF EXPIRATlO:-.J
DATE THEREOF, THE ISSlIlNG INSURER WILL ENDEAVOR TO MAIL
30 DAYS WRI1TEN ~OTICE TO THE CERTIACATE HOLDER ~AMED TO THE LEFT,
BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENTATIVF_~
ACORD 25 (2009/01)
1t11988-2009 ACORD CORPORATION. All rights reserved.
The ACORD nllme llnd logo are registered marks of ACORD
loe
Attachment to ACORD Certificate for Malcolm Pimi,. loc.
The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage
afforded by the insurer(s). This attaclunent does not contain all terms, conditions, coverages or exclusions contained in the policy.
INSURER
INSlTRED
Malcolm pirnie, Inc.
104 Corporate park Drive
White plains NY 10602 USA
INSURER
INSURER
INSURER
INSURER
AOD'L POLICY NI~MBER POLICY POLICY
INSR I:'tlSRD TYPE CW I:'tlSURANCI: POl.l(:Y I>ESCRIPTlOI'i EFFECTIVE EXPIRATIOI\ LIMITS
LTR DATE DATE
OTHER
EJ Claims-Made
fl profess; ona 1 Liabil
EJ and Contractors
EJ pollution Liability
rfa policy below docs not include limit information, refer to the corresponding policy on the ACORD
certificate form for policy limits.
ADDITIONAL POLICIES
DESCRIPTION OF OPERATIONS/I.O('ATIONSiYElil{ 'LES/EX('UJSIONS .,"-ODED I:lY ENDORSEMENT, SPEC 'rAl PROVISIONS
Cancellation provision shown herein is subject to shorter or longer time periods depending on the
jurisdiction of, and reason for, the cancellation.
Certificate No :
570038119288
10C
-----. I DATECMM/DD/YYYY)
ACORIJ- CERTIFICATE OF LIABILITY INSURANCE
------. 03/22/2010
PRODXg~R Ri sk servi ces south, rnc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY
Franklin TN office AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
501 corporate Centre Drive CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
Suite 300 COVERAGE AFFORDED BY THE POUCIES BELOW. ,.,
Franklin TN 37067 USA c
P"oN..(866) 283-7122 'Ax.(847) 953-5390 INSURERS AFFORDING COVERAGE NAIC# w
INSURED lNSllRER A Greenwich Insurance company 22322 ..
Malcolm pi rnie, "
lnc. INStlRERB XL specialty Insurance Co 37885 .
104 cor~orate park Drive !5
white pains NY 10602 USA ;;
lNSL:RERC .
:!!
II'SL'Rt:RD "
.
"0
l!\SURER E "0
COVERAGES
SIR appl1es per terms and condltlons of the polley =
THE POLICIES OF INSURANCE LlSTED BELOW HA VE BEE~ ISSUED TO THE INSURED ~AMED ABOVE FOR THE POLICY I'ERIOD IJ\:DICATED. NOTWITJlST ANDING
ANY REQUIREMENT, TERM OR CONDITION Of ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY
PERTAIN, THE INSURANCE AfFORDED BY TilE POLICIES DESCRIBED HEREIN [S SUBJECT TO ALL THE nRMS, EXCLUSIONS AND CONDITIONS OF Sl;CIl POLICIES,
AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS LIMITS SHOWN ARE AS REQUESTED
INSR AvO' ~~~~~~~~~~~~~
LTR INSRI: [YPE OF INSl'RANCE POUCY Nl'MBl<:R P~~~~~~~;;I~~~~ LIMITS
A r~m GEC001076108 01/01/2010 01/01/2011 EACH OCCURRENCE $1,000,000
X COMMER{-IAL GENERAL LIABILITY General Liability $1,000,000
DAMAGE TO RENTED
CLAIMS MADE [!] ocn'R I'REMISES (Ea o~~urrellc~)
nv""eperson ....
PERSONAl. & ADV INJURY $1,000,000 N
~
0
GENERAL AGGREGATE $2,000,000 N
M
CEN'L AGGREGATE LlMIT APPLIES PER "'
$2,000,000 M
I'RODUl'TS - COMP,'OP AGG 0
D POLlCY ~ PRO-~ LOC 0
JECT ....
~
. AUTOMOBILE LIABILITY AEC001075808 01/01/2010 01/01/2011 ..
COMBINED S[NGLE LIMIT Q
::: ANY AUTO Auto (AOS) (Eaaccidellt) $1,000,000 ;Z
.
ALL OWNED AUTOS .
- BODILY INJL'RY "
S{ 'IlEDL'LED AL'TOS ( P~r person) '"
~ "f
H[RED AUTOS BODILY INJURY .
W
NON OWNED AUTOS (Per a~cid~n1)
- PRUPERTY DAMAGE
- (Per a~c'idelll)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT
B ANY AUTO OTHER THAN EAACT
-\l'TO ONLY
A(jG
A EXCl<:SS I UMBRELLA LlABILlTY UECOOl075908 01/01/2010 l,' EACH OCCURRENCE ", UUU, UUU
~O(,CUR 0 Umbrella $2,000,000
CL^--IMS MADE AG(jREGATE
~DEDL'CTlBLE
RETENTION $10,000
. RWD ui,ui/201O X IWC STATU,-I I?~H-
WORKERS COMPENSATION AND Workers compensation
EMPLOYERS' LIABILITY ~ E.L. EACH ACCIDENT $1,000,000 =
ANY PROPRIETOR PARTNER;' EXECUTIVE
OFF[l'ER/MEMBER fX('UmED~ EL DlSEASE-EA EMPLOYEE $1,000,000 ~
(Mandatol)'inIXH) $1,000,000
EL DISEASE-POLll'Y LIMIT
Jryes, de,~ribc under SPECIAL PROVISIONS bdn", ~
OTHER :.
DESCRIPTION OF OPERATlONSiLOCATlONSiVEIIICLES;,EX('LUS10NS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS ~
Contract #09-5262, count1-wide Engineerin~ services. collier county ; s i ncl uded as Addi ti ona 1 Insured with i;i
respect to General Liabi ity and Auto Lia ility policies where requi red by written contract. A waiver of ~
Subrogation is granted in favor of Additional Insured on the Gene ra 1 L i abi 1 i ty, Auto L i abil i ty and workers' -"
CERTIFICATE HOLDER
collier county
3301 Tamiami Trail East
Naples FL 34112 USA
CANCELLATION
AUTIlORIZED REPRESEKIATlVE
~ ~9".-.... 9"-""" ~
SHO\:LD ANY OF THE ABUVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE [SSL'IN(j INSURER \\-1LL ENDEAVOR TO MAIL
J(l DAYS WRITIEN NOTICE TO THE CERTlRCATE HOLDER NAMED TO THE LEf-T
BIIT f-AILL'RE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY ,
OF ANY KIND UPON THE lNSlIRER, ITS AGENTS OR REPRESENTATIVES
ACORD 25 (2009/01)
C91988~2009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
IOC
Attachment to ACORD Certificate for Malcolm pi enie, Inc.
The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage
afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages Of exclusions contained in the policy.
INSURER
II\"SURILD
Malcolm pirnie, Inc.
104 Corporate Park Drive
White plains NY 10602 USA
INSUR ER
INSURER
INSURER
INSURER
AOO'L POLICY NUMBER POUCY POLICY
INSR INSRD TYPE OF Il\'SI'RAI\TE POLICY DESCRIPTION EFFECTIVE HXPIRA nON LIMITS
UR DATE DATE
If a policy below does not include limit information, refer to the corresponding policy on the ACORD
certificate form for policy limits.
ADDITIONAL POLICIES
DES('RIPT10N Of {)PERATIONS/LOl'ATIONS/VEHlCLES,'EX('LUSIDNS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
compensation policies where reguired by written contract. Cancellation provision shown herein is
subject to shorter or longer tlme periods depending on the jurisdiction of, and reason for, the
cancellation. See attached Endorsement: CG 20 10 07 04, CG 20 37 07 04, XIC 4141007, XIC 404 1007, CG
24 04 10 93 and we 00 03 13.
Certificate No :
570038120527
INSllRED
Malcolm pirnie, Inc.
104 corporate Park Drive
white plains NY 10602 USA
CG 20 10 07 04
COMMERCIAL GENERAL LIABILITY
CG 20 10 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS
SCHEDULED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Additional Insured person(s) Or organizationCs):
Any person or organization that you are required in a written contract or a~reement
as and additional insured, provided the "bodily Injury" or "property damage occurs
to the execution of the written contract or agreement
Locat;on(s) of covered operations:
various as required by written contract.
to include
subsequent
A. section II - who Is An Insured is amended to include as an additional insured the person(s)
or organization(s) shown in the Schedule, but only with respect to liability for "bodily
injury", "property damage" or "personal and advertising injury" caused. in whole or in part.
by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for the additional insured(s) at the location(s)
designated above.
Certificate No :
570038120527
10e
IOC
IJ\"SlIREO
Malcolm p;rnie, Inc.
104 corporate Park Drive
white plains NY 10602 USA
CG 20 10 07 04
B. with respect to the insurance afforded to these additional insureds, the following
additional exclusions apply: This insurance does not apply to "bodily injury" or "property
damage" occurri ng after:
1. All work, including materials, parts or equipment furnished in connection with such work, on
the project (other than service, maintenance or repairs) to be performed by or on behalf of the
additional ;nsured(s) at the location of the covered operations has been completed; or
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.
CG 20 10 07 04
(c) ISO properties, Inc., 2004
Certificate No :
570038120527
10 C i
INSl'RILD
Malcolm pirnie, Inc.
104 corporate Park Drive
white plains NY 10602 USA
CG 20 37 07 04
COMMERCIAL GENERAL LIABILITY
CG 20 37 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS. LESSEES OR
CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Additional Insured person(s) Or Organ;zat;onCs):
Any person or organization that you arte required in a written contract or agreement to include
as an additional insured, provided the "bodily injury" or "property damage" occurs subsequent
to the execution of the written contract or agreement.
Location And Description of completed operations:
various - as required by written contract
section II - who IS An Insured is amended to include as an additional insured the person(s) or
organization(s) shown in the schedule, but only with respect to liability for "bodily injury"
or "property damage" caused, in whole or in part, by "your work" at the location designated and
described in the schedule of this endorsement performed for that additional insured and
included in the "products-completed operations hazard".
CG 20 37 07 04
(c) ISO properties, Inc., 2004
Certificate No : 570038120527
Il\SlIRED
Malcolm pirnie, Inc.
104 corporate park Drive
white plains NY 10602 USA
XIC 4141007
POLICY NUMBER: AECOOl07580B
XIC 414 1007
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
TRUCKERS COVERAGE FORM
with respect to coverage provided by this endorsement, the provisions of the coverage Form
apply unless modified by the endorsement.
schedule
Additional Insured(s): Collier county,
servi ces.
work: Contract #09-5262, county-wide Engineering
LIABILITY COVERAGE, Who Is An Insured, is amended to include as an insured the person or
or~anization listed in the schedule above, but only with respect to liability for bodily
inJury" or "property damage" otherwise covered under this policy caused, in whole or in part,
by the negligent acts or omissions of:
1. YOU, whi 1 e usi ng a covered "auto"; or
2. Any other person, except the additional insured or any employee or agent of the additional
insured, operating a covered auto with your permission;
in the performance of your work as described in the Schedule above.
In no event shall any person or organization listed in the schedule become an insured pursuant
to this Endorsement if such person or organization is solely negligent.
IT IS FURTHER AGREED THAT IN NO EVENT SHALL ANY CONTRACT OR AGREEMENT ALTER THE CONDITIONS,
COVERAGES OR EXCLUSIONS SET FORTH IN THIS POLICY.
All other terms and conditions remain the same.
XIC 4141007
(c) 2007, XL America, Inc.
page 1 of 1
Certificate No:
570038120527
IOC
II\'SURED
Malcolm pirnie. Inc.
104 corporate Park Drive
White plains NY 10602 USA
XIC 404 1007
XIC 404 1007
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
TRUCKERS COVERAGE FORM
BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the coverage Form
apply unless modified by the endorsement.
changes In conditions
The Transfer of Rights of Recovery Against others to Us condition is changed by adding the
following:
we waive any right of recovery we may have against the person or organization shown ln the
schedule below because of payments we make for "bodily injury" or "property damage" arising out
of your ongoing operations or work you performed under a contract with that person or
organization. This waiver applies only to the person or organization shown in the Schedule
below:
SCHEDULE
Name of person(s) or organization(s):
ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A
WRITTEN CONTRACT OR WRITTEN AGREEMENT TO WAIVE ANY RIGHT OF
RECOVERY WE MAY HAVE AGAINST THE PERSON OR ORGANIZATION,
PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS
SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR
WRITTEN AGREEMENT.
All other terms and conditions remain the same.
XIC 404 1007 (c) 2007, XL America, Inc. page 1 of 1
Includes copyrighted material of Insurance office, Inc., with its permission.
Certificate No :
570038120527
IOC
IDC
Il'\SURED
Malcolm p;rnie, Inc.
104 Corporate Park Drive
white plains NY 10602 USA
CG 24 04 10 93
policy NO.: GEC001076108
CG 24 04 10 93
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or organization:
ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR AGREEMENT TO WAIVE
ANY RIGHT OF RECOVERY WE MAY HAVE AGAINST THE PERSON OR ORGANIZATION, PROVIDED THE "BODILY
INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT.
(If no entry appears above, information required to complete this endorsement will be shown in
the Declarations as applicable to this endorsement.)
The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US condition (section IV - COMMERCIAL
GENERAL LIABILITY CONDITIONS) is amended by the addition of the following:
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 wlth 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
CG 24 04 10 93
Insurance services Office, Inc., 1992
Certificate No :
570038120527
IOC
INSURED
Malcolm pirnie, Inc.
104 corporate Park Drive
white plains NY 10602 USA
we 00 03 13
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY we 00 03 13
(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.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the
schedu 1 e.
schedul e
where required by written contract or agreement executed prior to loss.
This endorsement changes the policy to which it is attached and is effective on the date issued
unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to
preparation of the policy.)
Endorsement Effective January 1,2010
NO.
Insured Malcolm pirnie, Inc.
Insurance company
XL SPECIALTY INSURANCE COMPANY
policy NO. RWD943528401
Endorsement
Certificate No :
570038120527
lOC ~
MEMORANDUM
Date: April 7, 20 I 0
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262 "County-Wide Engineering Services"
Contractor: RW A, Inc.
Attached, please find an original contract document, as referenced above,
(Item #10C) approved by the Board of County Commissioners March 9, 2010.
The Minutes and Records Department will hold the second original contract in
the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
.'."..
DATE RECEI~~ C
",_'C: y-
D
414"c> ;~ :
@.d VV,\f-'
I'" I) ~\d I~
--", ;rz1
ITEM NO.: ID-W-C/ DISllY
:,. ,,~. Ii
FILE NO.:
ROUTED TO:
ZViD I.; 19
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
Date:
March 15, 2010
.
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j/
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Contract: #09-5262 "County-Wide Engineering Services"! / . uP'
I,v: rl' _
Contractor: RWA, Inc. ~",'\ \.2/
~ .~ 110 '
Y' _ A v"\ h
BAeKGR:~N:,:~,,:E:~:::~m,ed by the Bee," M'mh 9. 2010~::d' ,,\ ;11/
Item 10.C /'/
Office of the County Attorney
Jeff Klatzkow
To:
From:
Diana De Leon, Contract Technician
Purchasing Department
Re:
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
,~
Wiu\"
C: Joanne Markiewicz, Purchasing
MEMORANDUM
IOC
TO:
FROM:
Ray Carter
Risk Management Department
Diana De Leon, Contract TeChniCianJ' .-
t .. (L'oI-
Purchasing Department ~. /c
DATE:
March 15, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: RWA, Inc.
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
MTE RlmWD
MAR I 6 2010
RISK HIWIGaQr
3 (9(10
IOC
mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Friday, March 19, 2010 10:25 AM
DeLeonDiana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
All, i have approved the certificate(s) of insurance provided by:
l~WA, Inc.
2. Q. Grady Minor
3. Black & Veatch Corp.
4. Vanassee Hangen Brustlin, Inc. (VHB)
5. AECOM USA, Inc.
6. TRC Worldwide Engineering, Inc.
These contracts will now be forwarded to the County Attorney's Office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
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Florida Profit Corporation
RWA, INC.
Filing Information
Document Number P97000003711
FEI/EIN Number 650721059
Date Filed 01/08/1997
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 02/02/2009
Event Effective Date NONE
Principal Address
6610 WILLOW PARK
SUITE 200
NAPLES FL 34109 US
Changed 05/10/2005
Mailing Address
6610 WILLOW PARK
SU ITE 200
NAPLES FL 34109 US
Changed 05/10/2005
Registered Agent Name & Address
WRIGHT, CHRISTOPHER 0 CEO
6610 WILLOW PARK DRIVE
SUITE 200
NAPLES FL 34109 US
Name Changed: 02/01/2010
Address Changed: 01/04/2008
OfficerlDirector Detail
Name & Address
Title CEO
WRIGHT, CHRISTOPHER 0 CEO
6610 WILLOW PARK DRIVE STE 200
NAPLES FL 34109
Title COOD
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in~ doc _ number= P97000003 7... 3/12/2010
www.sunbiz.org - Department of State
ANDERSON, JAMES M
6610 WILLOW PARK DRIVE STE 200
NAPLES FL 34109
Title CFO
ROLOFF, ROBERT R
6610 WILLOW PARK DRIVE STE 200
NAPLES FL 34109
Title 0
CARTER. ROGER G
6610 WILLOW PARK DRIVE STE 200
NAPLES FL 34109
Titie 0
WILLIAMS, JOHN S
6610 WILLOW PARK DRIVE STE 200
NAPLES FL 34109
Annual Reports
Report Year Filed Date
2008 01/04/2008
2009 01/28/2009
2010 02/01/2010
Document Images
02/01/2010 -- ANNUAL REPORT
02/02/2009 -- Amendment
01/28/2009 -- ANNUAL REPORT
11/17/2008 -- Amendment
01/04/2008 -- ANNUAL REPORT
02/08/2007 -- ANNUAL REPORT
01/20/2006 -- ANNUAL REPOR1
02/28/2005 -- ANNUAL REPORT
02/12/2004 -- ANNUAL REPORT
02/03/2003 ANNUAL REPORT
OS/24/2002 -- ANNUAL REPORT
01/29/2001 -- ANNUAL REPORT
05/03/2000 -- ANNUAL REPORT
06/25/1999 -- ANNUAL REPORT
03/31/1998 -- ANNUAL REPORr
01/08/1997 Domestic Profit Articies
Page 2 of3
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RLS#..iD..~ l{
CHECKLIST FOR RF:VIEWING CONTRACTS ..
Entity NamQl08 I~_~_'____ 10 C
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &Jor Project referenced on Certificate?
Certitlcate Holder name correct (BCC)'I
Commercial General Liabili'J-. . \
General Aggregate Required $~~
Products/Compl/Op Required $-,-,----,-,-
Personal & Advert Required $ ---.!"'~ .. ~ _
Each Occurrence Required $ II ' J
FirelProp Damage Required $ ~ \L..
Automobile Liability \ I
Bodily Inj & Prop Required f)b() ~ Provided $_ \ 'IY'I \ \ \ Exp Date
Workers Compensation ,
Each accideut Required $ 'rt\\ \ \_ Provided $ \ r("'vi \.J
Disease Aggregate Required $_~___~ Provided $le.. _~!.
Disease Each Empl Required $.1..1 .____..' Provided $ _l_L._'_' Exp Date
Umbrella Liability . . \\
Each Occurrence Provided $a~f'C').\ Exp Date. 3.1..-3 \ 3\~ lj ,'l\
Aggregate Provided $ ---.!!. __~ I Exp Date----1 ' I V ,. "
Does Umbrella sufficiently cover any underinsured portion? _ ")(Yes ___No \
Professional Liability , ~-r-~, ~311ll
Each Occurrence Required $ \ f{\ \ \ L Provided $ . \ ~ Exp. Date' . . i
Per Aggregate Required $_ '" I I Provided 5r2.. '(V' \. 1 Exp. Date -'-__
Other Insurance
Each Occur Type:
Entity name correct on contract?
Entity registered with FL Sec. of State?
Required $_
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County iudemnifying other party?
Performance Bond
Bond requirement referenced in contract?
Ifattached, expiration date of bond _
Does dollar amount match contract?
Agent registered in Florida?
i/'f:s
~Yes
No
No
0es No
~es No
.~ ~~
Provided $ "'2.m', \ , Exp. Date ~ \
Provided $ i, J , Exp. Date -LL-- ~
Provided $\~~ \f Exp. Date " . J
Provided $ \ . Exp. Date I
Provided $.!_~___ Exp. Date
'*'11~
'f J(,
\ D ~ Frt\) f\'
):tD 81'f>\] , I
Provided $ __"~_"__
~s
V- Yes
LYes
Yes
Yes
Yes
Yes
Signature Blocks
Correct executor name in signature block? j /Nes
Correct title of executor? ~es
Executor authorized to sign for entity? __0es
Proper number of witnesses/notary? --tL- y cs
Authorization for executor to sign, if necessary: _~,________~.__.
Chairman's signature block? ~
Clerk's attestation signature block? __.. s
County Attorney's signature block? Vr
Attachments /u~~
Are all required attachments included? Yes
Exp Date_
=~~ ~ ~\~~V
No
~
._No
No
No
No
No
No
No
No
No
No
No ,r;
-R;~-;;:wec In;t;alS<~._~'\ - '";"\
Date: _...v \V
04-COA-ej I 03 _
10 C !~~
Contract 09-5262
''County- Wide Engineering Services" - Civil-General (CI-GEN), Civil-Transportation Planning
(CI-TRPL), Civil-Transportation Stormwater (CI-Storm), Civil-Transportation Roads (CI-Roads),
Civil-Transportation CEI (CI-CEI), Civil-Transportation Subsurface Utility Engineering (CI-SUE),
and Civil-Transportation Survey (CI-Survey)
THIS AGREEMENT is made and entered into this qthdayof malX' 1+=-, 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and 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").
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
10 C .~
1. Civil-General (CI-GEN)
2. Civil-Transportation Planning (CI-TRPL)
3. Civil-Transportation Stormwater (CI-Storm)
4. Civil-Transportation Roads (CI-Roads)
5. Civil-Transportation CEI (CI-CEI)
6. Civil-Transportation Subsurface Utility Engineering (CI-SUE)
7. and Civil-Transportation Survey (el-Survey)
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
2
IOC
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County. Work order assignments for
CCNA contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1,2.1 All Services must be authorized in writing by OWNER in 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.
3
10 C "1
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or
any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto)
are hereby incorporated into and made a part of this Agreement by reference.
1.3 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 O. Wright, P.E., 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.
4
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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.
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
5
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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
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
6
__ M '__'_"_'_'~___'___'_""_'_' ""---'-'.__
lOCi
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
ARTICLE 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
7
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document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
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:
B
1 0 C t~
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing 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
9
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I -1
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
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
10
lac
.~
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
11
lOC
.
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
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
12
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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.
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
13
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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.
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.
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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 CONSULTANTS 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 SeNices 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
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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.
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.
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9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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.
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9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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
18
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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
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.
1 0.4 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
19
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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.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSU L T ANT. 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
20
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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.
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.
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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.
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
22
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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.
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
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costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
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, Purchasing Building
3301 Tamiami Trail East
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Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
RWA, Inc.
6610 Willow Park Dr., #200
Naples, FL 34109
Phone: 239-597-0575; Fax: 239-597-0578
Attn: Christopher O. Wright, 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.
25
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17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
17,7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
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
26
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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
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.
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19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
public entity; may not submit a bid, proposal, or reply on a contract with a
public entity for the construction or repair of a public building or public
work; may not submit bids, proposals, or replies on leases of real property
to a public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public
entity; and may not transact business with any public entity in excess of
the threshold amount provided in s. 287.017 for CATEGORY TWO for a
period of 36 months following the date of being placed on the convicted
vendor list."
ARTICLE 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
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either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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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IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
County Wide Engineering Services the day and year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By: MW.~
Fred Coyle, Chairman .
Date:" .
_lit ~',...w.. t
4t.lllt....\;6l\ j'
Approved as to form and
I iciency'
stan County Attorney
~
RWA, Inc.
. /J ,.,-
By: ~~~~,,(;.~r
Wit ss
'3' (.00
Typed Na e a a Title
:<:~ A :LJ A/c
witneslll::', ~iU"
Type:N~~: ~d~~;n \.-4--
C.HRI$Tllt;-t~ o. W/<IL,rtT C.6o
Typed Name and Title
Item # lD.C.L.
30
Agenda D.L1,1 0
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Civil-General (CI-GEN),
Civil-Transportation Planning (CI-TRPL), Civil-Transportation Stormwater (CI-Storm), Civil-Transportation Roads
(CI-Roads), Civil-Transportation CEI (CI-CEI), Civil-Transportation Subsurface Utility Engineering (CI-SUE), and
Civil-Transportation Survey (CI-Survey))
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateaory
Standard Hourlv Rate
Inspector
$195
$165
$148
$155
$119
$85
$65
$140
$110
$115
$100
$115
Principal
Senior Project Manager
Project Manager
Senior Engineer
Engineer
Senior Inspector
Senior Planner
Planner
Senior Designer
Designer
Environmental Specialist
Senior GIS Specialist
$145
$100
$60
$130
$85
$130
$160
$180
GIS Specialist
Clerical
Surveyor and Mapper
CADD Technician
Survey Crew - 2 man
Survey Crew - 3 man
Survey Crew - 4 man
This list is not intended to be all-inclusive. Hourly rate fees for other categories of professional, support
and other services shall be mutually negotiated by the County and firm on a project by project basis as
needed.
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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 polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
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IOC .'~
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
IOC 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
IOC
'. .11
. .~
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
10C\~
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
IOC
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
(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
IOC '>if
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
IOC
. ^l
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
lac -1
(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
IQC
SCHEDULE 0
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 "County
Wide Engineering Services" are accurate, complete and current as of the time of
contracting.
RWA, Inc.
BY:
~~- ~~
(). ~r
TITLE:
DATE:
c--tE-o
z.. (1-'1- !-201 0
D-1
~
IOC
~R CERTIFICA TE OF LIABILITY INSURANCE DATE (MMIODNVYV)
OPID MY I 04/05/10
RWACO-1
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE
Dawson of Florida; Naples HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
6609 Willow Park Drive ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Naples E'L 34109
Phone: 239-261-6116 E'ax:239-261-2803 , INSURERS AFFORDING COVERAGE NAIC#
-- .,..-- ~------------~--_.._. --
INSURED III\SIJRr:R A __._!!~~ionil.l Fiu ~"'u:r. Har1:fo:rd 20478
~ ','Opcp B
---- -- -
RWA Inc. r~SIjREP c
6616 WIllow Park Drive #200 rhUr,["D
Naples E'L 34109 _ _ -
, r J::,I)PER E
COVERAGES
THE POLICIES OF I~JSURAi'JC[ LISTED BELOW HAVE BEEN IssueD TO THE iNSURED r~A.MED ABOV:: r-,)R TI-I[:: POLICY PERir)O Ir,OICATED NOTV\'ITHS lANDING
MY REQUIREMENT, TERM OR CONDITION OF "NY CONTRACT OR OTHER [IOCUMENT WITH RESPECT TO WHICH THIS CfCRTIFICATF MAY BE ISSUED or;'
Mfl.Y PERTAIN, THf:-: INSURANCE AFFORDED BY THE PC1L1CI:::S DESCRIBED HEREIN IS SUB_JEer 10:, AU. THE TERMS, [/<LLlSIONS AhiD ::ONDITI(lNS OF SUCH
POLICIES AGGREGATE LIMITS SI-jOW~ IVAY HAVE BEEN R[C'UCED BY PAID CLAIMS
INSR ~~.. -----.--------- ---.-- -.--....------.- -T6Rr~1~~~~-b~fe~~~ ___________u_ __u.._ - -
LTR NSR n'PE OF INSURANCE POLICY NUMBER LIMITS
~NERAL L1ABILIn' . , ::;:ACH OCClIRRENCE .1,000,000
A I X COMMERCIAL GE~'JERI\L L1."BIL'T'1 4020879541 03/31/10 03/31/11 ~lS~~(~~~~ccuroflcel .1,000,000
I CU\IMS MADE I-x] OCCUR I MED EXP (,"ny one porson) $10,000
LO~
A ~ Contractual Liab 4020879541 03/31/10 03/31/11 f-'ERsmJAL & ADV INJURY $1,000,000___
---~-
I '3EM::Rk ^G::;PE(~ArE $2,_000!000
~N'L AC'('R::GAT::-~I-~~'~;~IES PEG f
! PRCllUCT~: - (:r)MPIOP AGG -,2,000,00()_
HI,. I IPC" I \ ' -----------------.---..- -
F'0I,CY JE'_:;~ IOl. iEmp Ben. 1,000,000
AUTOMOBilE LIABILITY I I C:JMB~NED SII~GU: LIMIT
I - $1,000,000
A , l{_ ANY AU-O 4018102579 03/31/10 03/31/11 (Eaaccidsnt)
,
ALL OW~IED AUTOS ! 30DIL Y 1~;JUFe
.. $
SCII[~UU::) ALTOS :P8r>"wson)
- 03/31/10 --~
A ,X HIReD AUTOS 4018102579 03/31/11 S0DILY I~JJU,V
$
A ~ NON-(;W\JI'D"UT(~S 4018102579 03/31/10 03/31/11 :Poraccidsnt)
---- -
:~. ,or:;OF'ERTY DAMAGE $
,:coi)r"CGld,ml'
GARAGE LIABILITY , ,~H:O ONLY. c.A ACCIDENT $
==i ANY Ai'TO , I EAACC ,
i (HHFP THr\~J
, AUnONl,Y
, AGG $
i EXCESS I UMBRELLA LIABILITY I EACH OCCURRENCE '~~OO,O~O
F: 'XCUR [] CI.A'MS I#DE I I .__...m______
A 4020879555 03/31/10 03/31/11 I AG(:,REGATE $5,000,000
,________ -, ----
:,
1- -------+---- ~
~ ~1 ~mUCrIBLE:: I
, X RETENTON $ Nil , $
WORKERS COMPENSAll0N . 1.~.1~@.Y:L:~I% I Il~~
AND EMPLOYERS' LIABllIn' VlN
A N.,JV PROPRIETOR/PARTNER/EXECUTIVE D 4018100668 03/13/10 03/13/11 E.L EACh j\CCICENl $1,000,000
OFF CERlMEMBER EXCLuDED?
I (Mandatory In NH) r'l_ DISEASE - EA EMPLOYEE 11,000,000
: g~E~IZt5;R~~~~[,'~~S be'ow , ~._-_._~-
E.L DIS~.ASE - P'JLlCY LIMIT .1,000,000
! OTHER ,
, !
I ,
I I
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES { EXCLUSIONS ADDED BY ENDORSEMENT { SPECIAL PROVISIONS
Contract #09-5262 "County Wide Engineering Services
*10 days written notice for non payment of premium cancellation.
Collier Count Board of County Commissioners is named as additional insured
per G147167 599 endorsement.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
COLL-IE DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN
NOTICE TO THE CERT!FICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Collier County Board of County IMPOSE NO OBLlGAT10N OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Commissioners REPRESENTATIVES.
3301 East Tamiami Trail AUTHO~1REPReSENTATIVE
Naples E'L 34112 ;:;1 1.1/
I 7S u- ...:/1/
/ -
ACORD 2S (2009/01 J
@1988 2009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
IMPORTANT
If the certificate holder IS an ADDITIONAL INSURED. the policY(les) 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 constitute a contract between the issuing Insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the poliCies listed thereon.
ACORD 25(2009/01)
./
~
ACORD"
L.--
10
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER (201) 262-1200 FAX:
Fenner & Esler
467 Kinderkamack Road
P. O. Box 60
Oradell
(201)262-7810
NJ
07649-0060
INSURERS AFFORDING COVERAGE
INSURERA:RLI Insurance Company
INSURED
RWA, Inc.
6610 Willow Park Drive
Sui te 200
Naples
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 OISUCH
POLICIES. AGGREGATE LIMITS SHOV,,'N MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSRlAooi: POUCYNUMBER POUCYEFFEcnVE!poUCy"eXPlRATlON;
INSURER B'
INSURER C
INSURER D
FL
34109
INSURER E'
LIMITS
GENERAL LIABILITY
COMMERCl/l.L GENERAL LIABILITY'
I ,- - CLAIMS MADE.. -! OCCUR:
I ' I
I-j . i
l_g~_N'L AGGREGA ~ LIMIT AP_PJ:.~~S PE~: I
i POLICY: PRO- ; LOC
! AUTOMOBILE L1ABIUTY
I ANY AUTO
,
I ALL OVlA\lED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
i NON-OWNED AUTOS
II EACH OCCURRENCE
OAMAGEtO -RENTED
PRE.MI$j:._$J~139~~n~)
MED EXP (Anyone pers?!,l
!_ PERSONAL & AQV INJURY
,
:$
$
S
,
GE_~~_~~~GGREGATE $
PRODUCTS COM PlOP AGG $
COMBINED SINGLE LIMIT
(Eaacddent)
BODILY INJURY
(Per person)
BODILY INJURY
(Perao:ident)
, PROPERTY DAMAGE
(Perao:idenl) is
I GARAGE LIABILITY
, ANY AUTO
AUTO ONLY - EA ACCIDENT _S_
$
$
EAACC
OTHER THAN
AUTO ONLY
AGG
EXCESS I UMBREUA L1ABIUTY
OCCUR 0 CLAIMS MADE
: EACH OCCURRENCE
AG~_R_EGA TE
$
$
$
$
DEDUCT1BlF::.
RETENTIO:>J $
WORKERS COMPENSATION
ANDEMPLOYER5L1ABIUTY Y IN'
ANY PROPRIETOR/PARTNffi/EXECUTIVE D 'I.
OFFICER/MEMBER EXCLUDED?
(MandatorylnNH) !
~~~~I~t~R~~1$1gNS below
A I OmERprofessional ~P0001779
I Liability
,
"
o
I T~$IfJNs I 'Ol~-
E_L. EACH ACCIDENT $
_ E__L~~SE~~~~. ~~_EMPLOYE9 $
E_L. DISEASE - POLICY LIMIT $
i 3/1/2010
3/1/2011
Per C~aim Limi t
$1,000,000
$2,000,000
Aggregate Limit
DESCRIPTION OF OPERATlONS/LO CATIONS I VEHICLES IEXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
RE: Contact #09-5262
County Wide Engineering Services
CERIIFICA IE HOLDER
CANCELLA liON
SHOULD ANYOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE mE EXPIRATION
Collier County Board of Commissioners DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITIEN
3301 E. Tamiami Trail NOTICE TO mE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Naples, FL 34112
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE ~-~
Kevin Esler/JEAN
ACORD 25 (2009/01)
INS025 (200901)
@1988.2009ACORDCORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
10C'1
MEMORANDUM
Date: April 9, 2010
To: Diana DeLeon
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #09-5262 "County-Wide Engineering Services"
Contractor: Hazen & Sawyer
Attached, please find an original contract document, as referenced above,
(Item #10C) approved by the Board of County Commissioners March 9, 2010.
The Minutes and Records Department will hold the second original contract in
the official records of the Board.
If you should have any questions, please contact me at 252-8406.
Thank you.
Attachment
FILE NO.:
0'1 I.'J: 1l'L
(_ {\ \ ,.c
.00 -0
.... i\ \, \'I. ~,' i ,'<
L"~' \ \.j '. .
IOC"""
DATE RECEIVED: --t
L"A--'
(' 1 vV ~ :; '\->
{2:G ,/
c1c j~ t -r
f?> 0~ }1 (
{v(
1 9)/0
512)
~L\\<;S
ITEM No.:\D~ "WL~OICZ::Lolo
. .: \ \\1:
.'\' . ." nt--\C\/
,J\"l ~-::; r\1(}n\'it:.~
.r-ll 11-\ 'II..
U'-" .
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
REQUEST FOR LEGAL SERVICES
31
Date: March...3B', 2010
To: Office of the County Attorney
Jeff Klatzkow
From: Diana De Leon, Contract Technician
Purchasing Department
Re: Contract: #09-5262 "County-Wide Engineering Services"
· Contractor: Hazen & Sawyer
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda /
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Joanne Markiewicz, Purchasing
I<LS # _ICLP-EC.O.LSbb
CHECKLfsT FOR REVIEWING CONTRACTS 1 U C "'_
Entity Name: _ HC\.~~~ 't-~~er +- 7 C .
Entity name correct on contract? 0es No
Entity registered with FL Sec. of State? _~s No
Insurance
Insurance Certificate attached? ~ es No
Insured registered in Florida? -~:7~ess No
Contract # &lor Project referenced on Certificate? ~ ____No
Certificate Holder name correct (BCC)? 2. Yes No
Commercial General Liability ? I ....t:) I ,
General Aggregate Required $"2",,; \ \ Provided $ '2rni \ \ Exp. Date ~I
ProductslCompVOp Required $~' Provided $ ({ / I Exp. Date
Personal & Advert Required $ I Provided $' \ '^ i \ \ Exp. Date - L' - I' / I
Each Occurrence Required $_ Provided $ \ rI\ \ \T Exp. Dale.
FirelProp Damage Required $ 5D"-- Provided $ --1QQ...~ Exp. Dale .~..~
Automobile Liability ~ 1/ .-:> \ '7 ClI
Bodily Inj & Prop Required $15Q~ Provided $ ki..\l Exp Dale..~ \ \
Workers Compensation \
Each accident Required $ \ ('l\-, \ _. Provided $ ~ Exp Dale 3 \ 2'1. lL'
Disease Aggregate Required $ _~_'-'-- Provided $ --I-II.LL Exp Date -..L-.J./ / J
Disease Each Empl Required $ _!..'..........'....'. Provided $ --J,..L--~ Exp Date ~
Umbrella Liability I..
Each Occurrence Provided $ ~ i \\... Exp Date ~ '2.!=tt'..
Aggregate Provided $ ---K_~ ,__~ Exp pate~=------,-_
Does Umbrella sufficiently cover any underinsured portion? ~_ Yes __No
Professional Liability ~
Each Occurrence Required $ \ r<'\ \ \ Provided $~\\I.. Exp. Date'3 "2- 1 \ I
Per Aggregate Required $ ;, I l' Provided $u...-LL...._ Exp. Dale. 'J
Other Insurance
Each Occur Type:
Required $__.__
Provided $_.
~s
VYes
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
V';es
Yes
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond ____.
Does dollar amount match contract?
Agent registered in Florida?
Yes
Yes
Yes
Signature Blocks ./'
Correct executor name in signature block? V Yes
Correct title of executor? -:; ~y es
Executor authorized to sign for entity? Yes
Proper number of witnesses/notary? ~ Y es
Authorization for executor to sign, if necessary: ~~,_~_ _~ __
Chairman's signature block? ~~
Clerk's attestation signahlre block'? -==~'Yes
County Attorney's signature block? ~ Yes
Attachments
Are al1 required attachments included?
/
//Yes
Exp Date ~
No
No
No.
~ No
No
_No
_No
No
_No
No
No
No
No
No
No ~
Reviewer Initial." aJI. I D
Dale: -----:
04-CO.t\-O _,0
MEMORANDUM
IOC;'I~
TO:
Ray Carter
Risk Management Department
FROM:
Diana De Leon, Contract Technician
Purchasing Department
3\
March,36: 2010
DATE:
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: Hazen & Sawyer
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
DATE RfCElVED
MAR 3 I ,2010
RISK WJt~
Q.
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mausen 9
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Tuesday. April 06,201011 :10 AM
DeLeon Diana
mausen_g
Contract 09-5262 "County-Wide Engineering Services"
Diana, I have approved the revised certificate(s) of insurance provided by Hazen & Sawyer for contract 09-5262. The
contract will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~~
Manager Risk Finance
Office 239-252-8839
Cell 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
1 OC ~,.~
HAzEN AND SAWYER
En vir 0 n m e nla I En gin e e rs & S c i e n tis t 5
Hazen and Sa\~er, P.C.
498 Seven1h Avenue
New York, NY 10018
212777.8400
Fax:212614-9049
I HEREBY CERTIFY that a meeting of the Board of Directors of HAZEN AND SAWYER,
P.C., a corporation under the laws of the State of New York, held on October 1, 2001, the
following resolution was duly passed and adopted:
"RESOLVED, THAT:
Damann Anderson, P.E. - Vice President
Gary W. Bors, P.E. - Vice President
James T. Cowgill, P.E. - Vice President
Patrick A. Davis, P.E. - Vice President
Albert Muniz, P.E. - Vice President
Peter E. Robinson, P.E. - Vice President
of the Corporation, be and are hereby authorized to execute contracts on behalf of the
corporation and that their execution thereof shall be an official act and deed of this corporation."
I further certify that said Resolution is now in full force and effect.
IN WITNESS THEREOF, I have hereunto set my hand and affixed the official seal of the
corporation this 2nd day of October 2001.
~~~
{ Robert E. Hag om
President
1:\RGavino\My Oocument:s\HAGAOORN\H&S\CoIpOr.!.~on.doe
Ne.... yoti{. NY . Armo.lk NY . '/!oodbury. fJY . R~rr5~y. NJ . Pr:1a:elph,a, PA . D,,\ro::. :,:1 . Raleig~ tJC . cr,~~O:15. NC . Fai:ia~, VA . HDI,j'....ooj, Fl . I.~iami. FL
30ca Malen Fl . Fort P:erce. FL . ~~c<s.o.1vile_ FL . S~rasc';a, FL . Sanla;a d~ 8';901.'1. Cc!'~'"t.:a . Qujt:>, Eo.;adof . Lima. Pe'ti . Asur<:i6n. Palagua~
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HAZEN AND SAWYER, P.C.
Filing Information
Document Number 841657
FEI/EIN Number 13290465j
Date Filed 10t18/1978
State NY
Status ACTIVE
Last Event AMENDM T
Event Date Filed 08/10/1987
Event Effective Date NONE
Principal Address
4000 HOLLYWOOD BOULEVARD
SU ITE 750N
HOLLYWOOD FL 33021
Changed 01/29/2007
Mailing Address
4000 HOLLYWOOD BOULEVARD
SUITE 705N
HOLLYWOOD FL 33021
Changed 01/29/2007
Registered Agent Name & Address
CORPORATION SERVICE COMPANY
1201 HAYS STREET
TALLAHASSEE FL 32301 US
Name Changed: 06/30/2005
Address Changed: 06/30/2005
Officer/Director Detail
Name & Address
TitleVD I
DAVIS. PATRICK
921 SOUTHEAST 8TH STREET
FORT LAUDERDALE FL 33316
TitleVD
BORS. GARY W.
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TitleVP
COWGILL, JAMES T.
2506 BARBARA DRIVE
FORT LAUDERDALE FL 33316
Title PD
FAGAN, JAMES W..
498 7TH AVENUE, 11TH FLOOR
NEW YORK NY 10018
Title VDST
DIFIORE, ROBERT S.
729 BENNINGTON DRIVE
RALEIGH NC 27615
TitleVD
SMITH, ROBERT D
179 DEGRAW STREET
BROOKLYN NY 11231
Annual Reports
Report Year Filed Date
2008 02/26/2008
2009 01/19/2009
2010 01/26/2010
Document Images
01/26/2010 -- ANNUAL REPORT
01/19/2009 -- ANNUAL REPORT
02/26/2008 -- ANNUAL REPORT
01/29/2007 -- ANNUAL REPORT
01/12/200(3 ANNUAL REPORT
06/30/2005 -- Reg. Agent Change
01/14/2005 -- ANNUAL REPORT
02/09/2004 -- ANNUAL REPORT
03/06/2003 -- ANNUAL REPORT
03/14/2002 -- ANNUAL REPORT
05/03/2001 ,.. ANNUAL REPORT
03/20/2000 -- ANNUAL REPOR T
02/23/1999 -- ANNUAL REPORT
02/03/1998 -- ANNUAL REPORT
01/15/1997 -.. ANNUAL REPORT
01/31/1996 -- ANNUAL REPORT
01/19/1995 -- ANNUAL REPORT
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I 0 C "I"
Contract 09-5262
"County- Wide Engineering Services" - Chemical (CH), Mechanical (ME), Civil-Public Utilities
Wellfield (CI-PU WELL), and Civil-Public Utilities Facility Design (CI-PU Design)
THIS AGREEMENT is made and entered into this _ day of , 2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and HAZEN AND SAWYER, P.C.,
authorized to do business in the State of Florida, whose business address is 4000 Hollywood
Boulevard, Suite 750N, Hollywood, Florida 33021 (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. Chemical (CH)
IOC ~"
2. Mechanical (ME)
3. Civil-Public Utilities Wellfield (CI-PU WELL)
4. and Civil-Public Utilities Facility Design (CI-PU Design)
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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
2
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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.
3
10 C ~1II
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 Albert Muniz, P.E., 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
10 Cr1
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
IDe '~R
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
lOC'~
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
IOC"I~
(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
IDe "1
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
IOC
, .:'11"
,". ~
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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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).
11
1 0 C l'lJ Jl'q
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
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
12
10C '1"1
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.
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.
13
loe ~.
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.
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
14
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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
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
15
I OC "I.,
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
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:
16
10C"'~~
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy,
and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this
Agreement shall name Collier County Government, Collier County, Florida, as an additional insured
as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for
payment of premiums or assessments for any deductibles which all are at the sole responsibility and
risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance
program carried by OWNER, 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:
17
laC '~,
9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance
of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or
higher.
ARTICLE 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.
18
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1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and 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.
1 0.4 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
19
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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.
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
20
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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.
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
21
_'_-~_'''-_''__'_--_'''''_--_'_--"-_..~.._,.~~-,"..~.,~'~.~-.--~-
I 0 C "I"
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.
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 te~mination date, but in no event
22
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shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
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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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, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
24
IDe
j
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:
HAZEN AND SAWYER, P.C.
2101 Corporate Boulevard
Boca Raton, FL 33431
Phone: 561-997-8070; Fax: 561-997-8159
Attn: Albert Muniz, 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.
25
10 C 'f~
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 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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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
1 DC t,
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,
, r'Cr
. \'~, --; -;. J}:'
Dwight.t.B'roc~: 'ul~t
11i.",~
By: ~: ........~., ._.0(,
Date: ttpn I i~~
A'tt...t .,to_~...... ..
I III'" ..~
';uLW. ~.,
By:
Fred Coyle, Chairman .
7
"
HAZEN AND SAWYER, P.C.
o 6;>
By: 'cxrr. 9.0 \ JOl.-..-
J.
1.,./' L___
/-
5 '-~
!.V,--G'ary w'o Bors,_.y"l'.
~~ea~/
./ . ~~._-~
Witness
T PRilip CQQk~ $r ^~.9,iate
Typed Name and Title
Patrick Ao Davis, Vice President
Typed Name and Title
30
Item # jDu
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated , 20 (RFP/Bid 09-5262- Chemical (CH),
Mechanical (ME), Civil-Public Utilities Wellfield (CI-PU WELL), and Civil-Public Utilities Facility Design (CI-PU
Design)
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 Tenns and Conditions of the Agreement referenced above, this Work Order is assigned to:
Scope of Work: As detailed in the attached proposai 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 foilowing method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursabie Costs _Time & Materiai
(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
--- "'"
1 DC.'
Schedule B
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Cateqorv 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 list is not intended to be all-inclusive. Hourly rate fees for other categories of professional,
support and other services shall be mutually negotiated by the County and firm on a project by
project basis as needed.
B.1
J 0 ~ It~.
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
c.,
lOt ("1
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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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
G-3
IDC "'II
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
lOCi
(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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
C-5
IOC
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
laC ('t'f
(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
IOC :,
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-B
IOC
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
10C'1"
(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
IOC '~
SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, HAZEN AND SAWYER, P.C. 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 "County Wide Engineering Services" are accurate, complete and current as
of the time of contracting.
HAZEN AND SAWYER, P.C.
G (>
BY: ~a0C---
TITLE:
\('V
DATE:
3/uJ \0
D-1
Ae~_J:ERTIFICA ,.~O,=,_L1ABILlTY INSURANCE
PRODUCER
Marsh USA, Inc.
1166 Avenue of the Americas
New York, NY 10036
Attn: NewYork.certs@Marsh.com
DATE IDDNYYY)
! 04/02/2010
_______-------l________
THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
700402-ALL~CAUWP-1 0-11
INSURERS AFFORDING COVERAGE
Fax 212-948-0500
jIlAIC#
29424
N/A
29459
N/A
120699
INSURED
r! I"SURER A Ha~rtford Casualty Ins Co --~ n_~
INSURER B N/A
iNSURER c: Twin City Fire Insurance Co
---------
INSURER D N/A
iNSURER~C-E-P~~p~rty & Casualty Insurance
HAZEN & SAWYER, P.C.
A TTN: WILLIAM CRAYON
498 SEVENTH AVENUE
NEW YORK. NY 10018
COVERAGE~S
-I
I
-----.;J-----J
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 WlTH 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 POLlCIES_ AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
~~~ ~~~ TYPE OF INSURANCE - --- ---~O~~~~-~UMBE~ --- ------ ----;:~~~~~~~~~~~) :~I~TM~~~~~ --------- ------ LIMITS
AUTO ONLY - EA ACCIDENT $
-;~~;~-;N EA ACC$
AUTO ONLY AGG $
EACH OCCURRENCE $ 5,000,000
---
AGGREGATE $ 5,000,000
$
-----+-
$
A
GENERAL LIABILITY
~ COMMERCIAL GENERAL LIABILITY
----t~~--= CLAIMS MADE [Xl OCCUR
EACH OCCURREN E
DAMAGE TO RENTED
P_R.~MI~J:S(Ea ~U!E~n~~2
MED EXP (Anyone person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
03/29/2010
03/29/2011
10 UUN UU0890
A
GENERAL AGGREGATE LIMIT APPLIES PER
POLICY iX-' jrg,= -; LOC
AUTOMOBilE LIABILITY
:--p-Ro6ucfs-~-Cc::iMPIOP AG~$_
03/29/2010
10UENUU0960
03/29/2011
fE~~~~~~~t)SINGLE LIMIT :$
X ANY AUTO
ALL O\NNED AUTOS
I SCHEDULED AUTOS
,-
HIRED AUTOS
BODILY INJURY 1$
(P"p,,",o) l
._~~-~;~~-I-~~~~- $
! (PeraGGident)
NON.OWNED AUTOS
X 'DEDUCTIBLE
'COMP/COLL. $1000'
r PROPERTY DAMAGE
i (PeraGGldenl)
GARAGE LIABILITY
ANY AUTO
E
EXCESS I UMBRELLA LIABILITY
x-I
_J OCCUR
M00532265 002
03/29/2010
03/29/2011
LJ
CLAIMS MADE
C
DEDUCTIBLE
1)(-- RETENTION $ 10,000
WORKERS COMPENSATION AND
I EMPLOYERS' LIABILITY
! ANY PROPRIETORIPARTNER/EXECUTlVE Y / N
OFFICER/MEMBER EXCLUDED? ~_~..J
(Mandatory in NH) If yes, describe under
SPECIAL PROVISIONS below
OTHER
03/29/2010
03/29/2011
~_ _ ;T~111llNs.l_ I ~m'
~ LEACH ACCIOENT '$ ~
nL DISEAS~A EMPLOYE $
EL DISEASE - POLICY LIMIT $
( 10WENV0886
i I
DESCRIPTION OF OPERATlONSILOCATlONSNEHICLESIEXClUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
RE: Contract #09-5262 - County Wide Engineering Svs.
Collier County is included as an additional insured (except workers' compensation) where required by written contract.
CERTIFICATE HOLDER
NYC~004128125-04
CANCELLATION
Board of County Commissioners
Collier County Florida
Attn: Joanne Markiewicz, Purchasing
3301 Tamaimi Trail East
Naples, FL 34112
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 00 SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND
UPON THE INSURER,
A~l~~~i,EB~lPr:.~~ENTATIVE
Kevin J. Michel
ITS AGENTS
OR
REPRESENTATIVES.
-~.
ACORD 25 (2009/01)
r
1$
'$
n t99Q,Q90
100,000
16:0001
1.000.000
2.000.000
2.000.000
1,000,000 I
I
I
I
I
$
1.000,000
1,000,000
1,000,000
@1998-2009ACORDCORPORATION. All Rights Reserved
The ACORD name and logo are registered marks of ACORD
1 0 c~.
IMPORTANT
If the certificate holder IS an ADDITIONAL INSURED, the policY(les) 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 constitute a contract between the issuing lnsurer(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)
CERTIFICATE OF INSURANCE
Producer:
Ames & Gough, Inc.
8300 Greensboro Drive, Suite 980
McLean, VA 22102
(703) 827-2277
To: COLLIER COUNTY GOVERNEMENT
PURCHASING OEPARTMENT
3301 TAMIAMI TRAIL EAST
NAPLES, FL 34112
IOC '~
I
CONTINENTAL CASUAL TY COMPANY (CNA)
ARCHITECTSIENGINEERS PROFESSIONAL AND
POLLUTION INCIDENT LIABILITY
RE: CONTRACT #09-5262 - COUNTY WIOE ENGINEERING SVS.
As set forth below, the named insured has in force, on the
date indicated, a policy of Architects/Engineers Professional
And Pollution Incident Liability insurance with a limit of
liability of not less than the amount indicated.
Name of Insured:
HAZEN AND SAWYER, P.C.
Address of Insured:
498 SEVENTH AVENUE
NEW YORK, NY 10018
Policy Number:
AEH 00 823 14 89
Insurance Company
CONTINENTAL CASUALTY COMPANY (CNA)
#25050
This certificate is issued as a matter of infonnation only
and confers no rights upon the holder. By its issuance, it
does not alter, change, modifY or extend the provisions of
said policy and does not waive any rights thereunder.
Policy Period:
3/29/2010 TO 3/29/2011
Limit Of Liability - Per Claim:
$1,000,000.00
Limit of Liability - Annual Aggregate:
$1,000,000.00
AMES & GOUGH
INSURANCElRISK MANAGEMENT, INC.
,"--..J
/.,../ .,' L......,
, I~."""'-'; "-' -.---_
\j'
......
f '
~.,
1") ,
,X c__ ,frt':,-__
/
Barbara A Sable
March 29,2010
MEMORANDUM
1 0 C '1
Date:
April 14, 2010
To:
Diana Deleon, Contracts Technician
Purchasing & General Services
From:
Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
Contractor: TLC Engineering for Architecture
Enclosed please find one (1) original, as referenced above (Agenda Item
#10C), which were approved by the Board of County Commissioners on
Tuesday, March 9, 2010.
The Minutes & Records Department has retained the original for the
Board's Records.
If you should have any questions, please contact me at 252-8411.
Thank you.
Enclosures (1)
REQUEST FOR LEGAL SERVICES
lac
'. ',_ l \.- \ ~ TE RECEIVEDO' ft
J\"'t-1j\.JL. ':~ I - E't
COUN1Y t,,\ IURN fI- .
2~\~ ~PR -9 p'" 3" 0'5 ()'Ir ~ x~
~c~
~~
J" ~ '6""
Jf' )10
'11 \') A
~~l
5~1
))w "i("('O
ITEM NO.: 10 ~....o I S lo9
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
Date:
April 6, 2010
To:
Office of the County Attorney
Jeff Klatzkow
From:
Diana De Leon, Contract Technician
Purchasing Department
Re:
Contract: #09-5262 "County-Wide Engineering Services"
.
Contractor: TLC Engineering for Architecture
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on March 9, 2010, Agenda
Item 10.C
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
c: Joanne Markiewicz, Purchasing
~~
t\\lb,;\ (0
MEMORANDUM
lOC
TO: Ray Carter
Risk Management Department
FROM:
Diana De Leon, Contract Technician
Purchasing Department
.
At (J,..r'
DATE: April 6, 2010
RE: Review Insurance for Contract: #09-5262 "County-Wide
Engineering Services"
.
Contractor: TLC Engineering for Architecture
This Contract was approved by the BCC on March 9, 2010, Agenda Item 10.C
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further review
and approval. Also, please advise me when it has been forwarded. Thank you.
If you have any questions, please contact me at extension 8375.
om RECEIVED
APR 0 7 2010
RISK *NA6fHoo
mausen_g
From:
Sent:
To:
Cc:
Subject:
lOC
RaymondCarter
Friday, April 09, 2010 1:49 PM
DeLeonDiana
mausen_g; HerreraSandra
Contract 09-5262 "County-Wide Engineering Services"
I have approved the certificates of insurance provided by TLC Engineering for Architecture for contract 09-5262. The
contract will now be forwarded to the county attorney's office for their review.
Thank you,
Ray
~ Cah.t.eh.
Manager Risk Finance
Office 239-252-8839
Cell 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
State of Florida
County of Orange
IOC
QUARTERLY MEETING Of
THE BoARD OF ~CTORS OF
TLC ENGINEERING FOR AACHlTECTIJIU; INC.
A Quarterly Meeting of the Board of DIrectors of nc Engineering for Archi1eclure. Inc:.
(the 'CorporallcnO) was held in 0Ila0d0. Florida on JanulllY 21, 2010. A majolity of the
membm qf the Board of DireclOIS of!he CorporatIon W8$ present
John Ooo91l!$ Benz. ChIIirman. caIed the meeting 10 order and presided during the
deliberatiOfl$. The foRowing resolution was passed:
RESOLVED. that the following are hereby aulhoIIzed 10 enter into lXlIllracts fOr
professional engfleering services on behalf d the CoIporallcn for fees up 10 $5DD,DDD.DD:
o Wayne E. AUred - Orlando DMslon Director
o Willam T. Jack - 0rIend0 Senior Prcjecl Engineer
o Michael P. SheerIn - H88Ilhcare Division Ollector
o Robert D. Danner - Healthca1'8 Associate Division Director
o Thomas L, Munson - Communlcallons & Technology DIvIsion Olnlclx:lr
o John G. Piazza - Dallas DlviGlon Dlreclor
o Robert R. Rickalls - Tallahassee Division DireclOt'j
James E. Keohane - FL Myenl Division DIrecIor
· Gary C. Krueger - Cocoa Division Director
o Stephen F. Rofr., - o-tIeId Beec:II DIvision Director
o Angel E. Lorenzo - Miaml Division Director
o KelAn D. Keller - Tempe Division Oinldor
o Jamee R. WhIte - Tampe DIvIsion Dlredor
. MaIlt A. Gelfo - Jacksorlllllle DMslon DIrector
o Stephan H. Kemp - Nashville DlYI&lon Director
o Russel A. Skrebul- Nashvle DIvision Director
All contracts ahal also bear the signature of the projecl engineer or senior engine...
&Ilrvlng ll$ the Projeot Manager for the pro}ecl
All Contracts wlth fees equal to or greater tha1 $500.000.00 shaH also bear !he
signature of the Chairman. CEO. President or VIae PresldenL
-~
~~
hn Douglas lIZ, Chliinnan ~
(CorpOflJte Seal)
m
On this 25th day of March, 2010, I attest that the preceding document is a true, exact, complete and
unaltered photocopy made by me of an original document (TLC Board of Directors Resolution) presented
to me by the document's custodian, (William J. Daly, Secretary), and, to the best of my knowledge, that
the photocopied document is neither a vital record nor a public record.
N~~A
--
.,~
:"'W~ ElEANOR c. WElLS
:'1 MY COMMISSION' 00883273
..,;.,71. EXPIRES: June 17, 2013
~';o" Bonded l1vu NoI;ry PubrlC Undenwilers
Eleanor C. Wells
www.sunbiz.org - Department of State
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Foreign Profit Corporation
TlC ENGINEERING, INC.
Filing Information
Document Number F09000002987
FEI/EIN Number 760445812
Date Filed 07/27/2009
State T)(
Status ACTIVE
Principal Address
8204 WESTGlEN DRIVE
HOUSTON TX 77063
Mailing Address
8204 WESTGlEN DRIVE
HOUSTON TX 77063
Registered Agent Name & Address
SillS, STEVEN C PE
4610 EISENHOWER BLVD SUITE 200
TAMPA Fl 33634 US
Officer/Director Detail
Name & Address
Title P
COUNCil, TONY L
8204 WESTGlEN DRIVE
HOUSTON TX 77063
Annual Reports
Report Year Filed Date
2010 03/03/2010
Document Images
03/03/201 O~:ANNUAl REPORT
OZ!2 Z/2QQ.!:':L:..:. E.9Jelgll PJ..91it
Note: This is not official record. See documents if question or conflict.
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RLS# )0 ~c. 0)50 7'
CHECKLIST FOR REVIEWING CONTRACTS
~ll"- . {\
Entity Name; \ lJ....; C-rIj f {'\Eefl{\ j -+of
Entity name correct on contract?
Entity registered with FL Sec. of State?
o:,c.hl'~e..e.Av(e ~ .
~):.es
Yes
lOC
No
No
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &lor Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability
General Aggregate Required $ '2. (\"; \ \ Provided $ .2.('I'\~ \ \ Exp. Date ~ \
Products/CompVOp Required $~ Provided $ I, , I Exp. Date=t;
Personal & Advert Required $ lC (Provided $ \ I(\". ~ \ \ Exp. Date II I
Each Occurrence Required $ Provided $ ,_ I L Exp. Date
Fire/Prop Damage Required $ SO\(..... Provided $ /. I , Exp. Date
Automobile Liability ~ \ ~1"\ l
Bodily Inj & Prop Required $ 60D ~ Provided $ \ '('1\\ \ \ Exp Date ~ II
Workers Compensation \ _ . ,
Each accident Required $ yY'\~\. \ Provided ~ (Y)~ \\ Exp Date '3 \3D~
Disease Aggregate Required $ at · I Provided $ It :I I Exp Date L I
" ,
Disease Each Empl Required $ I' I I Provided $ II I I Exp Date
Umbrella Liability
Each Occurrence Provided $ \01\'\\\\ Exp Date. '2.. \~\ \
Aggregate Provided $ II , J Exp Date ~
Does Umbrella sufficiently cover any underinsured portion? -?-- Y es No
Professional Liability c:::'" ~",.
Each Occurrence Required $ \"'("A.~ \ ~ Provided $ ~('n i. \ \ Exp. Date ~ \ \ D
Per Aggregate Required $ t( · , Provided $ \D~i.\ \ Exp. Date , I J
Other Insurance
Each Occur Type:
4s
L~s
~
No
No
No
No
I
Required $
Provided $
Exp Date_
County required to be named as additional insured?
County named as additional insured?
~
es
No
No
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Des
Yes
~
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date ofbond
Does dollar amount match contract?
Agent registered in Florida?
Yes
No
Yes
Yes
No
No
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary: -i-t.. S
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
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No
No
No
No
No
No
No
Attachments
Are all required attachments included?
~~~InjtiaJS: ~]\~i'v
Date:
04-COA-OI0301
IOC
Contract 09-5262
"County- Wide Engineering Services" - Electrical (EL)
THIS AGREEMENT is made and entered into this ~ day of ----f\'\tv-{li\ ,2010, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "OWNER") and TLC Engineering for Architecture,
Inco, authorized to do business in the State of Florida, whose business address is 255 South Orange
Avenue, Suite 1600, Orlando, Florida 32801 (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. Electrical (EL)
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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 contract shall be made in accordance with the Best Value Offer (BVO) procedure as approved
by the BCC on February 10, 2009, unless otherwise amended by the OWNER.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required
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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.
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 James E. Keohane, P.E., 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 one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the 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
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, Purchasing Building
3301 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:
TLC Engineering for Architecture, Inc.
1400 Colonial Blvd., Suite 203
Ft. Myers, FL 33907
Phone: 239-275-4240; Fax: 239-275-3511
Attn: James E. Keohane, 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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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. II
ARTICLE 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this 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,
DwigS;'~~, t)I~(k
. ^~...., .~ ~'~" \. -
By. ~:...~ ",~'~., :'lJr~~1u-r:{
iij' .~~~
~o;." ..~_\ .. :1 _ --:__,. .
:. ~l:. -;~ '; >..' ~~' '''; . ,;',~'
Date,: 7;:;' .' ~ ,~, q
At~tl"t",lI to, ~h4:~ t
IjlM~~~'~
" "
Approved as to form and
'!;I1{J L-J
~t County Attorney ----
By: '-:JvJ-W. ~
Fred Coyle, Chairman
t!Jaf1~~tr
ngi~ring for Architecture, Inc.,
~.. '--
llS [:. X~ /l('I~ ~..; S;'" ~ :U<- -hR...
Typed Name and Title
!2Q.UphOYl I$+-
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SCHEDULE A
WORK ORDER
Agreement for Collier County Engineering Services, Dated
,20
(RFP/Bid 09-5262- Electrical (EL)
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
Contract No: 09-5262 "County Wide Engineering Services"
Standard Hourly Rate Schedule for all disciplines
Personnel Category 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 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.
loe
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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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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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
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
x General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
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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
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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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(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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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, TLC Engineering for Architecture, 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 "County Wide Engineering Services" are accurate, complete
and current as of the time of contracting.
TLC Engineering for Architecture, Inc.
BY'
z~
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DATE:
D-1
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\ 2/22/2010
CERTIFICATE OF INSURANCE
Producer:
Ames & Gough, Inc.
8300 Greensboro Drive, Suite 980
McLean, V A 22102
(703) 827-2277
CONTINENTAL CASUALTY COMPANY (CNA)
ARCHlTECTS/ENGINEERS PROFESSIONAL AND
POLLUTION INCIDENT LIABllJTY
To:
COLLmRCOUNTYPURCHA~NGDEPARTMENT
3301 TAMIAMI TRAIL EAST
NAPLES, FL 34112
RE: CONTRACT #09-5262. COUNTY WIDE ENGINEERING SERVICES
As set forth below, the named insured has in force, on the This certificate is issued as a matter of information only
date indicated, a policy of Architects/Engineers Professional and confers no rights upon the holder. By its issuance, it
And Pollution Incident Liability insurance with a limit of does not alter, change, modify or extend the provisions of
liability of not less than the amount indicated. said policy and does not waive any rights thereunder.
Name of Insured:
TLC ENGINEERING FOR ARCHITECTURE
Address of Insured:
Policy Period:
5/22/2009 TO 5/22/2010
255 SOUTH ORANGE AVENUE
SUITE 1600
ORLANDO, FL 32801
Policy Number:
AEH 11 37629 94
Limit Of Liability - Per Claim:
$1,000,000.00
Limit of Liability - Annual Aggregate:
$1,000,000.00
Insurance Company
CONTINENTAL CASUALTY COMPANY (CNA)
Cancellation Notice:
In the event of cancellation of the above policy, the Company will endeavor to mail_30-" days written
notice to the certificate holder, but failure to mail such notice shall impose no obligation or liability of
any kind upon the Company, its agents or representatives.
AMES & GOUGH
INSURANCEIRISK MANAGEMENT, INe.
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Barbara A. Sable
#24831
~
ACORD@
~
CERTIFICATE OF LIABILITY INSURANCE
PRODUCER (770) 552-4225 FAX:
Ames and Gough
450 Northridge Parkway
Suite 102
Atlanta
DATE (MM/DDNYYY)
3/29/2010
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
GA
30350
INSURERS AFFORDING COVERAGE
INSURER A National Fire Ins of Hartford
. INSURER B: Transporta tion Insurance Co.
. INSURER C; Valley Forge Insurance CO.
INSURER D:
INSURER E;
i NAIC#
INSURED
TLC Engineering
255 South Orange
Ste 1600
Orlando
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~;: ~~~'~ POLICY NUMBER &Pf~qr.~fC~R-W~ b~~\fr..~~~~!fy~ LIMITS
for Architecture, Inc.
Ave
FL
32801
GENERAL LIABILITY
-
X COMMERCIAL GENERAL LIABILITY
A I CLAIMS MADE [i] OCCUR 2099445178
~ Aggregate Limi ts
~ Per Project Apply
~'L AGGRE~E LIMIT AP~S PER:
I I POLICY I X I P'~R,: I X I LOC
~TOMOBILE LIABILITY
X ANY AUTO
I--
_ ALL OWNED AUTOS
2099445133
EACH OCCURRENCE $ 1,000,000
~~~~~~J9E~~~J~~nce\ ! $ 1,000,000
3/30/2010 3/30/2011 MED EXP (Anyone person) ! $ 10,000
PERSONAL & ADV INJURY $ 1,000,000
GENERAL AGGREGATE $ 2,000,000
PRODUCTS. COMP/OP AGG $ 2,000,000
COMBINED SINGLE LIMIT $ 1,000,000
(Ea accident)
3/30/2010 3/30/2011 BODILY INJURY
(Per person) $
~-~
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $
(Per accident)
AUTO ONLY. EA ACCIDENT $
OTHER THAN EA ACC $
AUTO ONLY; AGG $
EACH OCCURRENCE $ 10,000,000
AGGREGATE -- $ 10,000,000
$
3/30/2010 3/30/2011 $
$
I X I WCSTATU-T 1OJbl'
TORY LIMITS --~-~--
~EACH ACCIDENT $ 1,000,000
3/30/2010 3/30/2011 I E.L DISEASE. EA EMPLOYE! $ 1,000,000
E.L DISEASE. POLICY LIMIT $ 1,000,000
5/22/2009 5/22/2010 Per Claim $5,000,000
Aggregate $10,000,000
- $500,000
B
-
X
-
X
-
~
SCHEDULED AUTOS
HIRED AUTOS
NON.OWNED AUTOS
PIP $10,000
~AGE LIABILITY
I ANY AUTO
~ESS / UMBRELLA LIABILITY
--.!J OCCUR D CLAIMS MADE
R DEDUCTIBLE
RETENTION $
C WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE 0
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) 2099444385
If yes, describe under
SPECIAL PROVISIONS below
OTHER Professional
Liability
B
2099445214
A
AEH 11 376 29 94
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
Re: Contract #09-5262 - County Wide Engineering Services
Collier County Board of County Commissioners is named as an Additional Insured on the above referenced liability
policies with the exception of workers compensation.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OFTHEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier Country DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
Board of County Commissioners NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
3301 Tamiami Trail East
Naples, FL 34112 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE ~~
Joshua Howell/NOYOLA ~~
ACORD 25 (2009/01)
INS025 (200901)
@ 1988-2009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
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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 constitute a contract between the issuing insurer(s}, authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.
ACORD 25 (2009/01)
INS025 (200901)
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