No preview available
 /
     
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) ITEM NO.: i ,,,fATE '::i~~JEY In ,I' h41 N.U' RE M=If ,., II "1'0"",; I p,..,.~" )3~ " . " .,'., 1'1 I '-, I, '> ~ I "C' U ~ (Ju51 J ~ ,~0 ~ /\ v' J1 /- ~,,~ TJ.f / .-:1 )~[ '.0 31)0 j)~'11 FILE NO.: ID"'f~C-'OISf 0 ',., ,{~\; ., I'" i l' !.I1. ,1'1 f'" ! ': ,I-~ 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 \, ~ 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 lOCl1 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 lOCl1 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 www.sunbiz.org - Department of State Page 1 of3 10C . Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search Submit I Events Name History Detail by Entity Name 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 http://www.sunbiz.org/scripts/cordet.exe?action= D ETFIL&inq_ doc _num ber=449782&inq... 3/12/2010 www.sunbiz.org - Department of State 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 Page 2 of3 lOCI' View image in POF format View image in POF format View image in POF format View image in POF format View image in POF format View image in POF format View image in POF fOrmat View image in~DF,fOrm;lt YieIVjmage in PO!" formlll. V~IVirnage in POF formal. View image in POF format View image in POF format View image in POF format View image in POF formal View image in POF formal View image in.pOF f()rmat View image in POF format View image in POFformat View image in POF format Note: This is not official record. See documents if question or conflict. http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _ number=449782&inq... 3/ I 2/20 I 0 www.sunbiz.org - Department of State Page 3 of3 lOCII Previous on List Next on List RetllrD Tg List !Entity Name Search Submit I Events Name History I 11()lllf,' I ConL.lct us ! DO(;',II'>llr S\"ln~!!i", I l Tilinn SerVTC'S I J 1('lp I Copyri(,Jht i~r1(J j'rll/dCY POIICA,,; uf i!U:tUd, !Jep;ntlll'.'lit lli SL.l((~ http://www.sunbiz.org/scripts/cordet.exe?action=D ETFI L&in~ doc _ number=449782&inq... 3112/20 10 10 C ~;;( I:~ 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 lU..-~:'(:l 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 IQCII 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 lDCl1 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. 4 10 C II 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 IOCllf 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 IOC I (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 lQCl11 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 lOCII 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 lOC-1 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 lOC'I1 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 loe'l. 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 IOC \~I 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 oc./,lC1 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. 17 loC-1 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 IOC 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 19 IOC 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 IOC 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 loe 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 IOC 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 IDC 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 IOC 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. 25 IOCtt 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 IOC 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 10 C I ~ 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 10CI~ 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 1 0 C (:1{ r,'~ "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 IOC~M 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 laC 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 Home Contact Us E~Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search Submit I Events Name History Detail by Entity Name 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 Page 2 of3 lOCI View image in PDF format View image in PDF.!ai1'l)at View image in PDE format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Vi.ew image in PDF fOi1'l)at View image in POF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. Previous on List Events Name History Next on List Retl,.lrn To List IEntity Name Search Submit I http://www.sunbiz,org/scripts/cordet.exe?action=D ETFIL&inq_ doc n number=G09083&in." 3/1 2/20 I 0 www.sunbiz.org - Department of State Page 3 of 3 IOC ) I Hunle I C()I1LICIL1": I D()CI,lm(~i'lt Sr<HcrJ,,; I [''''f'ilil1',1 ScrVil',H; ! forrn:, I Help i (Hid i'rivdev Policies C.pyright of FlDrida, Dc>paltnwnt ui Stdle. http://www,sunbiz.org/scripts/cordet.exe?action=DETFIL&inCL doc _ number=G09083&in,.. 3/12/2010 IOC , ~;.j 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 I,me 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 l~)'C 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 1 Oie " 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 l()C r,~n 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 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 loe f1 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 1 0 .;C '~,. 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 IOC" 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 loe 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 l()~ "tfl 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 lO.C I;j 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 10,C ~ II 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. 19 tIDe '4 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 10C f~ 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 lOC , :~ , ill 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 10 C ,~It 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 IOC 't;l 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 10 C j~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: 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. 25 IOC t j 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 loe 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 IOC t;.,l r ~ 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:i1m ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq, and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion to unilaterally terminate this agreement immediately. 29 . _"'.____ _...~~._~, "_'_'__""'__'~, ~m"~..".__...___.,_._______.__, __,___,_~...._ IOC lil ~. .'J IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for County Wide Engineering Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E, Brock, 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? 30 lOCII 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 A-1 IOC 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. loct"l 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 C-1 lOCl1 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 II Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees C-3 10 C 1,1 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 lOC\l1 (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 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 Page 2 of2 IOC- View image in PDFfo,!"at View image inPDFJof:/nat View image inPDF fomia.t View image inPDF fO,,!"a! View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF forma! View illlage In PDF fo'!"a! View image in PDF format View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. prgvious on List Next on List Events No Name History Return To List http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inCL doc _ number=K58299&in._. 3/12/2010 MEMORANDUM 10 C !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: 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. IOC ;~ 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. 1 1 OC II 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) 1 IOC 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 10CII 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 ltt\I;, 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 4 1 0 C Il':q '1 CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 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 1 (lC .,. 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 IOC 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 IO,C 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; 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 l:QC 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 j.' .. ~ ~ ~ 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 IOC ., '1 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 10)iG v~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 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. 13 lO.t f' 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 1 Q C ~I 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 1 <;) C Iii 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 10 C 1;1 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 IOC 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 1tl).C '.. 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 laC 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 lOCl1 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 laC .~ .~ "1 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 IOCIII 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 IDe .{ ~ " 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: 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 laC "I 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 IOC' .(,4 r '~ 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 lOCl1 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 l(lC ~ 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 loCltl 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 lOG I/tlt~ 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. ,,&-1 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 lmt f.' .:~ t;<.~ 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 1m 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 IOC ~~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) $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 10C~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 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 Home Contact Us E-Filing Services Document Searches Forms Help pr~yious on List Next on List Return To List IEntity Name Search Submit I Events Name History Detail by Entity Name 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 Page 2 of3 IOCII View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in ,PDF format Vie\llljmage in PDF format Vie,\Nimage in PDF format , View image in PDF format View image in PDF format View image in PDF forrnat Note: This is not official record. See documents if question or conflict. Pre'L!9JJS on List Evenl~ f':.J_~I11~!::H~lQ!Y N~~lQnJ-U?! Return To List !Entity Name Search Submit I http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in'L doc _ number=532310&inq... 3/12/2010 www.sunbiz.arg - Department af State Page 3 af3 I Ik"T'e: i C:unlZlcl lj~; I L!cr ;;T('I;[ ~tc2l1c.h", I [Tilinl1 E,cr'oiid" I I or ,,'; ! Help i lOG '41 CUlltr,Utlt, ili'lcl l'rl'JellY- Pulie';e'; (Ollyrlii!ll )C\(J/ ';t;_ile of r"Dr j,:cl, IJCIl0:tnH;r:t {,f Stdk http://www.sunbiz.arg/scripts/cardet.exe?actian=DETFIL&inq_ dac _ number=53231 O&inq... 3/12/20 I 0 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. 3 IOC , ~' i -''\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 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. 4 IOC ill 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 5 IOC ~ "'~ F ;:'j and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the Owner reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The Owner may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the Owner obtained substitute performance. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. 6 laC II 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\,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 il 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, 9 lac {I then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 IOC iPl 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 11 n@iC ");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 11 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 10C 41 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 14 l(Q)C 11 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. 15 lOC il 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 16 ImG .'~I 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 lOC ",.' .. 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 IOC 11 be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 IOC 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 10' C ,,' tk:fi 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. 21 lOCl1 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 1 0 C \"~llil 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 lOC"iU 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 IOC d 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 1'0' , C" II ~'~,' I 1 t" , 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This 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 10C ,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 10 C \\Itw 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 IOC 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 lOCI' 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 IOC f,': il'~ 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 lQC' ,,'i.d , :, 1, ,- \j ~,:'.l '. ~f~ 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 1 0 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 tirne the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work C-2 IOC ~M 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 ~",,"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 lOC;ll (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 lOC\ll 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 III (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 IOCiW 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 IOC 1,ilI (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 lQit1,.i~ 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 www.sunbiz.org- Department of State Page 1 01'3 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List R~tYrnTol"ist IEntity Name Search Submit I Events N~me History Detail by Entity Name 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 http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inCL doc _ number= F2225 8&inq... 3/12/2010 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,. View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image In PDF format Vi";yimagEl inPDF format View ih'1i;1g"inpOF format View image inPOF format View image in POF format View Image in PDF format View image in PDF format View image in PDF format View image in POF format View image in POF format View image in PDF format View image in PDF format View Image in PDF format View image in PDF format Vi"w image in PDF format http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inCL doc ~ number=F22258&inq... 3/12/2010 www.sunbiz.org - Department of State Page 3 of3 IOC l"f~ 04/03/1996 -- ANNUAL REPORT 03/31/1995 -- ANNUAL REPORT View image in PDF format View Image inpDF format Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List IEntity Name Search Submit I Events Name History 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, http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _number= F2225 8&inq... 3/12/2010 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. 6 l,QllC 'fi I 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 tOle h~1 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 -1 tOG 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 10t I~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 l0t ,. ," :-'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 roc '~I 5.3.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.3.2.4. Expense of models for the OWNER'S use. 5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.3.2.6 Other items on request and approved in writing by the OWNER. 5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 13 10C 1~1 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 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 lfIDe \~I task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. 15 IOC 'I 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 IOC ~ 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 lOC \~ 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 IOCII be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 loc~1 ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 20 "'" 10 C \Iil 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 21 10 c t~1 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 IOC tl(1~li 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 ltDC -I ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 16 NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 24 lIDC -I 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: 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. 25 loc-I 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 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 lOC't1 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 loC'~1 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 IOCII 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 J.U""'. 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 IOC'1 engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $1 00,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee x $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _x_ Yes _ No C-4 leiC '.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 lQ~ h: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? 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 IOC lq 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 '\~I VALUABLE PAPERS INSURANCE (1) In the sole discretion of the Owner, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. C-9 10 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 www.sunbiz.org - Department of State PagN 01'3 10" ,\.:~ tj Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return To List Events Name History IEntity Name Search Submit I Detail by Entity Name 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-,,.,-,. ~ View image in PDF format . View image in PDF formal View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF formal View image in PDF formal View image in PDF formal View image in PDF format View image in PDF format View image in PDF format View image in PDF formal View image in PDFJormat View image in PDF fomial View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. I http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_ doc n number=P06487 &inq... 3/12/2010 www.sunbiz.org - Department of State Page 3 of3 10 C ll\lf;' Previous on List Next on List Return To List IEntity Name Search Submit I Events Name History 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 ,: (" ' . { "... " ':J:'v.,. .", ! ...: C') : " . \ ~oR~6~1 i:E...% ,ALl ... v',' ,."0..."'/' ", i . .... \:)' . , -o{\s" - , ) \( ')-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 IOCi'l 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 II 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 IOC II 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 IOC -. - 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 J'. 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 lOC I' 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 IDC :1 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 lOC ~ 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 IOCII 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 IOC ~I 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 10 C' t~ 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 10lC ~I 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 10 c t\~1 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 IOC ,~ '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 IOC 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 1 0 C "'\ if:lil . . '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 IOCIU 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 IOC 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 10Cldl~ 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 Page 1 of 10C. Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return To List Events No Name History IEntity Name Search Submit I Detail by Entity Name 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 http://www.sunbiz.org/scripts/cordet.exe?action= D ETFIL&in'L doc _ number= P 19034&inq... 3/12/2010 www.sunbiz.org - Department of State 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 Page 2 of3 lOCl11 View image in PDF format I View image in PDF format I View image in PDF format I View image in PDF format I View image in PDF format I View imag~in:F~DF(ormat I View image in PDFformat I View image in PDF fO,rmat I View image inPOFf<>tina!1 View image in PDFJorlnat.1 View image in PDFformat < I View image in pDFforrnat I View image in PDF format I View image in PDF format I View image in PDF format I View image in PDF format I \11eWitnage in PDF format I Vi~imag~ ,in,pDF format I Vi~v:-'ilJ1age inPDFf(>rmat I View lfllag~ inPDFiforln~! I http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&in<L doc _ number~ P 19034&inq... 3/12/2010 www.sunbiz.org - Department of State Page 3 of3 loctl Note: This is not official record, See documents if question or confiict Pr~yiO_I.!~()Jl List Ne~t QJl _!"'Ist RetYrnJ()l"j~t Events No Name History IEntity Name Search Submit I I Herne I CUlllill.! Ih i [.oc'Jlllt'r',l ';C'iHct'e', I F r-ilil'(J :~',(viC("-; I fi)I!l1S ! 11<'11) i C('i)\Tqlit ill'd !'r-,v,l(Y ~'(JIi(,C- C()PYllq!ll -:,[<11(' of I!oridd, Dc'pdrtrncnt (,I Stdle. http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inCL doc _ number=P 19034&inq... 3/12/2010 RLS # J:;HECKLIST FOR REVIEWING CONTRACTS -- r~-\. ~C/b,- \ e-\rO Entity Name: 1 Y':"'\Q, . ~ Yes Entity name correct on contract? Entity registered with FL Sec. of State? .,\.Q..?~\eb(), lOC11 No No Insurance ./ Insurance Certificate attached? V--.Lies No Insured registered in Florida? #tes "~NO _ ..-..L-~ lI\.... 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 Automobile Liability \ Bodily Inj & Prop Required $ 'Cicc> 'f- Provided $.'bm.~ \ Exp Date \ D).t 10 Workers Compensation Each accident Required $ \ m~ \ t. Provided $ \ ""': \ l. Exp Date ~ Disease Aggregate Required$~.,__~ Provided$--!I__~l__ ExpDate 'I ."~, Disease Each Empl Required $ ~..!..J Provided $ '. '1 Exp Date -'-L_~ Umbrella Liability ,,,,I. \ Each Occurrence Provided $.5maJ Exp Date ~ I'D Aggregate Provided $ ............-'-' Exp Date I. I I Does Umbrella sufficiently cover any underinsured portion? _~---=-=-No Professional Liability. \ . 1 Each Occurrence Required $~ Provided $6#\, \ Exp, Date -,!bl41 0 Per Aggregate Required $_. , J '. Provided J r ~.! Exp. Date. I , " , Other Insurance Each Occur Type:____ Provided $ Exp Date _ L,~ Y ----NO ~es No b 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? 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 No ~ _No No _No Signature Blocks I ./ Correct executor name in signature block? ~Yess No Correct title of executor? ~ No Executor authorized to sign for entity? - /' %s No Proper number of witnesses/notary? V Yes No AuthOrIzatIOn for executor to sIgn, lfnecessary- .._________ ~~ _ ~ ChaIrman's SIgnature block? s No Clerk's attestatIOn SIgnature block? =-l2Y~ =- ~~No Counry ::a::.:::::narure block'! -.z No &b I 0 Are all required attachments included? Yes .- R,~,;~e~ In;[;als, .. $ I 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) 1 IOCII 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. 2 loctl 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 lOC" 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 4 1 ({}) C '~I CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional engineering services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 5 1 a c .g 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 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 10~ i,," .,1 " 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 10C II (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 loe 1~1 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 I. ':!I 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). 11 10C :, 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 1 0 c: I' 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 10C il' 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 14 IOC t 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 10 c 11 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 loc!1 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 l()C ;\;1 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 IDe I 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 lOG ~ 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 10 C y_1 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 IOC u .~ 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 22 lOCI' 1 ..:lit 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 10 C 41 . 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 10 C !'~d 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. 25 IOC ~HtA 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 lOCl1 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 IOCII 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 lOCl1 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 lOCill 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 30 V-\ 'P. loc~1 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 A-1 10 C '.1 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 C-1 lOC41 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 loC'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 lOC 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 10 ctl (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 , , - r, ,'de ~ :.:. --. , .-...J:~' REQUEST FOR LEGAL SERVICES J:::, ---I --'., f::': Date: March 10,2010 -~I .J ~7J ::;c :z:-c mrT '.< 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 www.sunbiz.org - Department of State IOCII Home Contact Us E~Filing Services Document Searches Forms Help Events Name History IEntity Name Search Submit I Pr~vious on List Next on List Return.Tp List Detail by Entity Name 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 http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&in'L doc _ number= PI 493 7 &inq... 3/ I 2/20 I 0 Page 2 of3 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 Document Images 03/08/2010 -- Amendment 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 View image in PDF format View image in PDF format VieW image in peF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in peF format Viaw irnaga in PPF format View image in peF format Vi!,wirnage in POf' format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format http://www .sunbiz.org/scripts/cordet.exe?action=D ETFIL&inCL doc __ nwnber= P 1493 7 &inq". 3/12/2010 www.sunbiz,org - Department of State Page 3 of 3 IO C 'ff 04/03/1996 -- ANNUAL REPORT 02/07/1995 -- ANNUAL REPORT View image in PDF format - ;'1 View image in PDF form~t I Note: This is not official record. See documents if question or conflict. PrevioU~_QnJ,J$t Next on List Return To List IEntity Name Search Submit I Events Nam_e History I HCJlrH' I (JHitilct us i Duu,rnei',f ~;""'rd',,,, i L:ilinu :,(' lill:'" I [',H'II!', i 1:('1[1 (j;pyriqr:1 dnCl I,(,v,:cy COilVlie]!>t 2U'Ji ':LJtl~ of r"I,HJ!:L Dend' ru,,;:t- ';tdl,' 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 2 IOC'~J.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 IOC . i .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 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. 4 IOC 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 "fl 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 :~~~ 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 1 0 C'II 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 lOC1t1 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, g IOCII 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 lOC" 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 1 0 C 11 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 10 C 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 IOCIII 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 IOC 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 IOC 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 IOC ~t~ 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 IOC tf 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 loe . j,., r I,! 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. 19 IOC 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 IOC "'I 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 loe ; l~l 12,6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 lOC 1i~1 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 IOC "~ 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 IOC hi 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. 25 1 0 C ~,i 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 10 c I~I by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a 27 loC~1 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 I,f 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 d .'"~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: 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 30 IOC ~"~ 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 lOCI 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 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 10 C Hl1 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 t"'~ 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 lOC (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 lOCIN 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 :l~\' (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-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 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, 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 1 ([) cal_- 2 Home Contact Us E~Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search Submit I No Events No Name History Detail by Entity Name 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 View image in POF format View image in POF format View image in POF format View image in POF format View image in PDF format View image in POF format View image in POF format View image in POF format View image in POF format View image in POF format View image in POF format View image in I:>PF format View ill)agll.in,,"~1' fo~t View image in "Of' ~ormll.t View image in POF format. View image in PDF format. Note: This is not official record. See documents if question or conflict. I erevious on l,j~_t No Events No Name History lie~t pn List Return To List IEntity Name Search Submit I HOInI' I CUi1ldCt u:, I :)':inmiel',1 Sbll'clll<; I F.-Filinq ~:;(>rvic('s I Ir'rrns C\JIJVi:'Jflt dlld l'rivdCV Policies (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. 4 10 C 'fl 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 lac ''Iii 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 1_ 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 10 c ttl 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 lOCI j ~jq r~~'iI (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 g loc'1l 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 1{J C " 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 IOC ',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 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 IOC 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 IO:C ( :1 . 1 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 10C~. 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 10 C ~ 1 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 1 0 C ;, ft 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. 17 IQC 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 IOC q 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 IOC 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 IOC 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 IOC 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 IOC 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 I'CJC 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 IOC 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 IOC 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 loe 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 1:0'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 I, IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for County Wide Engineering Services the day and year first written above. ATTEST: 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 loe I"~, '. 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 11{D,C 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 11'IDC 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 IOC 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 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 lO'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 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 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 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 liAt' : "'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~ ,j' ),,'. Cn. 7,:'}\": \ \ pi' ,0' '.is oo~ r- ... ~/~~d-V 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 ,,,\ '.' 'j\ '\\;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 www.sunbiz.org - Department of State Page 1 of3 Home Contact Us E~Filing Services Document Searches Forms Help Events Name History !Entity Name Search Submit I Previous on List Next on List Return To List Detail by Entity Name 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 View image in PDF format View image in PD F format View image in PDF format View image in PDF format Viewimage in PDF format View image in PDF format View image in PDF format Vi.ew irnagllil)POF fOrmat View imageirlROFfo!'f!lll.t View image in PDF form~t View image in PDF format View image in PDF form~t View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format http://www.sunbiz.org/scripts/cordet.exe?action=DETFlL&in~ doc.. number=L40551 &inq... 3/12/2010 www.sunbiz.org - Department of State Page 3 of3 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 Name History IEntity Name Search Submit I Previous on List Next on List Return To list ! 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(."-; Clji':lriq~lt !ni / (,tdt(~ I)j FItJr:;:I", ['C'[ldf'tnJd!t ':;tdl( http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inCL doc _uumber=L40551 &inq... 3/12/2010 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, 9 IQC , .j ,.. , ;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 IOC ..1 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 ""'--'-"""--- -"-'._-~~~._____"._~_._._ _.,_~. _"~__~._~k'__'"_____.." IOC 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 lac ,t~ 'i.. 5.3.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.3.2.4. Expense of models for the OWNER'S use. 5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.3.2.6 Other items on request and approved in writing by the OWNER. 5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 13 10 t 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 lQ'C 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 IOC ltl 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 IOC ~ 1 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 IOC 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 lac '.' be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 IO.C t~11 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 10Ct~M 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. 21 IOC" .n ,. Ii.. f,.~ 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 locll 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 l:Ole '~I ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 16 NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 24 IOC"" 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. 25 10 C t~ 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained In this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 IOC , ~ 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 IOC C"'~t'I 'j public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 28 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 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: 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 IOC , ~ ~ ! 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 IOC ~. "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 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 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 lOC 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-7 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 lOC 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 IOC 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 \... .... \-.'.. '\ .' \", \\ . "- \.' '. / "'~,. \ ".l.J ,,' \ , ,,\ ,'. "--"" , \~'~ "<"V_ www.sunbiz.org - Department of State Home Contact Us EwFiling Services Document Searches Previous on List Next on List R~tu[IJ TaList Events Name History Detail by Entity Name 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 Forms logcil Help IEntity Name Search Submit I http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq doc number=M71298&in... 3/12/2010 www.sunbiz.org - Department of State MAITLAND FL 32751-3331 Annual Reports Report Year Filed Date 2008 04/15/2008 2009 04/02/2009 2010 01/25/2010 Document Images 01125/2010 -- ANNUAL REPORT 0410212009 -- ANNUAL REPORT 04/1512008 n ANNUAL REI'ORT 0911312007 -- AmendedlRestated Artlcle/NC 04/1212007 -- ANNUAL REPORT OS/2612006 -- ANNUAL REPORT 04/0612006 -- ANNUAL REPORT 04/19/2005 -- ANNUAL REPORT 04/0712004 n ANNUAL REPORT 04/0412003 -- ANNUAL REPORT OS/27/2002 -- ANNUAL REPORT 04/2312001 Amendment 04/1612001 -- ANNUAL REPORT 04111/2000 -- ANNUAL REPORT 0410611999 -- ANNUAL REPORT 03126/1998 -- ANNUAL REPORT 03/2811997 ANNUAL REPORT 06103/1996 -- ANNUAL REPORT 04121/1995 -- ANNUAL REPORT Page 2 of2 10 C fH' View image in PDFformat View image in pDF forn'Jat View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in POFformat . View image in PDF format View image inPDF format View image in PDF.format, View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. I E~~nt~ Name History Ne.xt on List Return To List IEntity Name Search Submit I Previous on List I HOllw ! (~Ol'ldct IJ~, I [)UC::,ir'leCl! Spind,!;" : E-Hlinq C,i'rv:(ps I furl'll', I Help I c'OI-'vr:i1h\ (Jllcl ['rIVdlY Iloll(i"" COj)ynql,t,c. j(JUi :;\:a(e of 1:l)li(I;,l, [)Cl,ji;litlilcnt of SL-lh' http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_ doc _ number=M7] 298&in... 3/12/20] 0 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 10 C \qlf~ ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 8 10 C !\~lilI 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 10 C 1<~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 10 C '''!t~~ 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 lac II 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 lac 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 IOC 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 lac 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. 19 10e 4 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 Joe 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 21 IOC 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 IOc 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 lOt 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 IOC 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 l:(lC 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 IQC 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 IOC 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-.'~'".__.,.~.,_~ IOC 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 lac H 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 IQC ., . '~'l 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 A-1 IOC 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 10it;'\~ 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 10G ~~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 , ' 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 \. '\ I" \. " ". \ " \" '. ,,-, ", \ - '0.j '., '\\,\\'\\ ~\,}..) \\ ~'. \., \ . '" (G ")\,:-. ,\ www.sunbiz.org - Department of State Home Contact Us E-Filing Services Document Searches Forms Help No Events No Name History IEntity Name Search Submit I Previous on List Nexton List Return To List Detail by Entity Name 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 --~-",,_-'----'""~"~~"-'-'''<'----'~"~-~-- _.._--_..~,-_... www.sunbiz.org - Department of State Page 3 of3 Previous on List Next on List Return To List Entity Name Search Submit I No Events No Name History 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;>,) '" ; , ''I,' t.~(")'" ,'. 'J . ""/'1(1""1'"'1\''' ~ ,{,'to I lot. 'Jt.., IIII' '.-:, ',i' H)(ll.\ I,,> (;1" ",I' ",'KH1,:('~,~\'\\\ ' 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 10C~. 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) 1 lOC" 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 2 IOC"'1 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 lOCIl1l'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 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. 4 10 C '~lA' 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 \i~r~ 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. 6 lOC 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 10 ell 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 loc.1 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 1'<) c III 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 lOC.1 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 lOCi' 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 10 citt' 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. 13 -"--"~"'---'---------_._'-"'--'-'-' toe 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 toe 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 IO:c 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 toe 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 IOC 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 IOC 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. 19 IOC " 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 IOfC 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 IOC Imttj 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 IOC""r~ 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 . -----~r'-----~ IOC "PI 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 .fll\(C .11.i\\: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: 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. 25 lrQlC p 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 lac .. Hf 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 lac .~ 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 late 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 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: 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 30 l~'C 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 A-1 'It(!), ",'C' , ~ I . .' \: , 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. . ''''" ~ ~" r " 1\1 ~'<tI . 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 .'I!\ C J.I;,u'" 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 l(0!C , .j 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 loe ~" engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee x $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _x_ Yes _ No C-4 1, (l!\','C" , :'J.'UI' "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 lOC 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 lO.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 flIr:II\:.C JII,~': 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 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-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 lOCi- 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. 11 10CIJII 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 12 lac 11I11 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. 13 IOC III , 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. 14 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. 15 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, 16 lOCI- 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. 17 10CII 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. 18 lac 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 19 IOCI:1 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. 20 10 C "11 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. 21 10 C "I 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. 22 --~-~----r--~"._-'."".<_._-'. IOC '.1 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 23 lac 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. 24 IOC 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 25 IOC 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. 26 IO:C 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 27 IOC 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 IOC 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. 29 IOC 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 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: 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 ' 31 IOC 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 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return To List Events Name History IEntity Name Search Submit I Detail by Entity Name 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 Page 2 of 3 IOC j ': View image in PDF format View Image in PDF format View image in PDF format View image in PDF format View.image in PDF format View ImageiriFlqF fOrmat View image in PDF format View image in PDF format View image in PDF format View image in PDF format Viewim~ge in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF .format View Image in PDFformat View image in PDF format http://www.sunbiz.org/scripts/cordet.exe?action=DETFI L&inCL doc _ number=G 7 5 525&in... 3/12/20 I 0 www.sunbiz.org - Department of State Page 3 of 3 01/30/1996 -- ANNUAL REPORT 06/08/1995 --ANNUAL REPORT 04/11/1995 -- ANNUAL REPORT Vi~w image in PDF format View image in PDF format Vi~w image in PDF format View image.in PDF format IOC , .~ Note: This is not official record. See documents if question or conflict. Previous on List Next on List Retu~rLIQJ,,"jst IEntity Name Search Submit I Events 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' http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _ num ber=G 7 5 525&in... 3/12/2010 www.sunbiz.org - Department of State Home Contact Us Pr~vjQl,JsQnJ..ist No Filing History Page 1 of 1 E-Filing Services Document Searches Forms Help Next on list Return to L!$t lFictitious Name Search Submit I Fictitious Name Detail Fictitious Nam~ / CARDNO TBE / Filing Information Registration Number Status Filed Date Expiration Date Current Owners County Total Pages Events Filed 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 Document Images 03/05/2009 -- Fictitious Name Filing View image in PDF format Note: This is not official record. See documents if question or conflict. Pr~Jtjg_us()nl"ist No Filing History N~JC~ on List Bet~mJ!,-l,ist IFictitious Name Search Submit I 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( http://www.sunbiz.org/scri pts/ficidet.exe?action=DETREG&docnum=G09064900252&rd... 3/1 7/2010 --'~'_.__....'-- -_._,,-- <~'-'-___~'_~"_'_'.__"~~"'__;_""'_~" .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 www.sunbiz.org - Department of State lOC1J43 Home Contact Us E~Filing Services Document Searches Forms Help Previous on List Next on List Return To Li~t IEntity Name Search Submit I Events Name History Detail by Entity Name 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 http://www.sunbiz.org/scripts/cordet.exe?action= D ETFIL&inq_ doc _ number=G 7877 5&in... 3/12/2010 www.sunbiz.org - Department of State Page 2 on 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 IOC t'1 View il11age .in PDF format View image in PDF format. View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View Irnagein PDF format View image in PDFformat View image in PDF format View image in PDF format View il11age in PDF i'ill"mat View image in pDF format View image in PDF format View Image in PDF f9rl11~t View image in PDF format Note: This is not official record. See documents if question or conflict. P'r~r~ious on~i~t r;_'L~IIts Name History N~t~lgn_L~s,_~ Return TO List IEntity Name Search Submit I I HiJrt"., I (.oIlL()(\ U'.' I iJtKlHljo'ni <:,ecl!(J'l~', I FFilir"~ :;crv;{,'S i I'orrn<; i Ik;!p I http://www.sunbiz.org/scripts/cordet.exe?action= D ETFIL&in~ doc __ numbcr=G 7877 5&in... 3/12/2010 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, 9 IOC t\'4q then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 10 C t~1 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 loc.'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 lac ~HI 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 10 c "'I 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or 14 IOC ~I task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. 15 lac ' 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 10 C ~ ~ 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 loc 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 Jor: 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. 19 IOC 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 IOC 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 loe 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 IOC 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 IOC 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 loe 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. 25 lC!lC 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 IOC 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 IOC 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 IOC t"~J ~ 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 . ^/)) Li1 Jf ~v1 ITEM NO.: FILE NO.: \ 0 -'R2.C, 015, 31 JI +: I nATE , ';',:' 'r'....Jt ''("\1 '[ilX: ~:~- ',_ _, __,' 1 I '.IV.!." . f.',! " 'p.\ 1C\1 , ' ,!) d \/[: r ROUTED TO: ")1" I (I '_"_ L " 16 ,-,- i,,';!,;:..: 111'1 (: 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, ~i9: r ~.l> > \\0.... '0 I .:c /';/ "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 www,sunbiz,org - Department of State 1 atl ~I Home Contact Us E~Filing Services Document Searches Forms Help Previous on List Next on list Return To List IEntity Name Search Submit I Events Name History Detail by Entity Name 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 View image in PDF format View image in PDF fonmat View image in PDF format View image in PDFJonmat View image in PDF format View image in PQFformat .. View image in PDF fonmat View iJ'llage in PDF format View image in PDF fOnmat View image in PDF format View iJ'llagein PQF format View image in PDF fonmat View image in PDF format View image in PDF fonmat View image in PDF format View image in PQF format View image in PDF fonmat View image in PDF format 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 View image in PDFJQrmal Vie", image in PDF fonma' View imagein PDFoformat View image in PDF fOlTr1Jl1 View image in PDF format VieW image in PDF format View image in PDF format View image in PDF format Vie"'" im9geinPDF format View image in PDF fonmal View image in PDF format View image. in PDF!ormat View image in PDF fonmat View image in PDF format View im9ge in PDFformat View image in PDF fonmat View image in PDF fonmat View imagei" PDF fonmal View image in PDF format View image in PDF format View image in PDF format View image in PDF format Viewim9ge in pDF format View image in PDF format View irj'lage in PDF format View image in PDF format View image in PDF format View imegein PDF f(jnmat View image in PDF format View image, in PDF format View image in PDF fonmat View im9ge in PDF format View image in PDF formal View image in PDF format View image inPDF form9t View image in PDF fonmat View im9ge in PDf format 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 http://www,sunbiz,org/scripts/cordet.exe?action= D ETFIL&in'L doc _ number= 165770&inq", 3/12/2010 '-..~.__.._-,--_.'-- www.sunbiz,org - Department of State 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 View image iD i"PF fprmat View image in PDF format View im~9~ in PPF format View image in PDF fonmat View image in pDF format View image in PDF fonmat View image in POF format View image in POF fonmat View image in PDF format View image in POF fonmat View image in POF format View image in POFfonmat View image in POF format View Image in POF format View image in PDF format View image in POF format View image in POF format View image inPDF format View image in PDF format View image in POF format View image in POF format View image in POF fprmat View image in PDF format View image in PDF format View image in POF format View image in POF format View image in PDF fprmat View image in PDF format Note: This is not official record. See documents if question or conflict. I er~yj9!!$ QJL.Llst NextpllList Return To List Events Name History IEntity Name Search Submit I i !-!OnH' ('-milder (6 I DUUHlihl\ S(~dldi',,,; I I:Fllinq S'.rv,(cc, I I nUn<; I flclu i ,,:UI1V':'lfl1 dllil r'r'iV;!i,,'V l'oli(;('S COf:,yrICjhl 2(1)1 ;,ta\c of f'lr,ncld, 1)f'par-trnCll\ 01 Slat, 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 7 10 C t". 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 8 10 C \-'1 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 10 C ~.~ (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 10 C ~~II 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, 11 IOC :1 . I 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 12 IOC 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. 13 10C''';~ 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, 14 IOC.' 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. 15 IOC 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, 16 IOC 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, 17 Joe. r1j ltA 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, 18 :'llIIi" i&""l, ~'.',; 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 19 IOC ! 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, 20 lOC~t~ 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. 21 lOC \:t;,. 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, 22 '-C'" 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. 23 Joe 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. 24 IOC 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 25 IOC 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. 26 I {i)ie 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 I(rc 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 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 29 IOC 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 IOfC 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 IOC 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 A-1 IOC I j 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 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 10ie Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased, If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT, The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used, The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies), Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees C-3 10'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 IG'C (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 toe CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee, (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims, (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. _ Applicable x Not Applicable (6) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable x Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? x Yes No C~6 floe (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 trG1C 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 ; ill (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, 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 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) IOC' 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 www.sunbiz.org - Department of State Page 1 of2 f!-~ tl Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search ::[li~,l ;,\~ No Events No Name History Detail by Entity Name 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 http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=L050000573...1I2 1120 I 0 www.sunbiz.org - Department of State Page 2 of2 IOC "f~ Document Images 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. Pre"i!lus on List Next on List Return To List IEntity Name Search No Events No Name History . .. 'J _~l. ! Home I Contact liS I Document Searches I [-Filing Services I Forms I Help i Copyright and Privacy Policies Copyright (c;-; 2007 State of f;lorieJa, Departmellt of Stat.e. http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc_number=L050000573...1/21/20 1 0 lO.C Page 1 of 1 P''' t'~ Exc!uded Parties List System Search M Current Exclusions EPLS Search I Results Resources ::> Advanced Search > Multiple Names > Exact Name and SSNfTlN > MyEPLS > Recent Updates View Cause and Treatment Code Descriptions Search Results for Parties Excluded by Exact Name: Pelican Engineering Consultants, LLC SSNITIN As of 21-Jan-2010 8:34 AM EST Save to MyEPLS > Search Help > Public User's Manual >FAQ > Acronyms > Privacy Act Provisions ::> News Reports > Reciprocal Codes > Procurement Codes ::> Nonprocurement Codes Your search returned no results. > Advanced Reports > Recent Updates ::> Dashboard Agencv & Acronym Information Back New Search Printer-Friendly Archive Search. Past Exclusions > Agency Contacts > Agency Descriptions > StatefCountry Code Descriptions > Advanced Archive Search > Multiple Names > Recent Updates OFFICIAL GOVERNMENT USE ONLY Contact Information > Debar Maintenance > Administration > Upload Login > For Help: Federal Service Desk https://www.epls.gov/epls/search.do 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, 9 lOCi 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 10C ,~ 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 q 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. 12 10 C 't. 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 lOC'~. 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 10 C h~ 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 10 C '~II 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 laC ! A -1 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 lOC 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 lOC be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER, Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights, Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors, 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11,1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled, Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT, 19 lOC 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 Joe 12,3 If, after notice of termination of this Agreement as provided for in paragraph 12,1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12,2, then the notice of termination given pursuant to paragraph 12,2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below, 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12,1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed, CONSULTANT must mitigate all such costs to the greatest extent reasonably possible, 12,5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders, 21 10c 12,6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension, If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein, 12,7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner, 22 Joe 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 IOC 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 lOC 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. 25 lac 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 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 IOC 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 lOCo 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 lac"~ . 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 '-r,j /7 j . By: /,~,.,...,. tI1~;;'--i/l , " .'/...., '". .-' I ' ,( i!t-/n4.5 -: '(,'ltJl( , tv; (\ 1vh t!-('/< / Typed Name and Title 30 lOC 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 loe 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 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 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 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 ItlC 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-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 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 toe '; ,'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 '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 . \.-- O J-l':~ II 0/\ ')-1 f 1"\ }' "J \,(V ! l~iC!" i. 16 Ai1 [: 47 '~ 41L ~;;:; l( ;yo v/ t ~ (SV ,I'I ~.. ~A) (jli\! .~ '~~rl 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 www.sunbiz.org - Department of State Page 1 of2 Home Contact Us E~FiHng Services Document Searches Forms Help Previous on List Next on List Return To List IEnlity Name Search Submit I Events Name History Detail by Entity Name 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 http://www.sunbiz.org/scripts/cordet.exe?action= D ETFI L&inCL doc _ number= P980000625... 3/17/2010 -,.-._----~--_..---,-.-._-,- --~-- www.sunbiz.org - Department of State Page 2 of2 3204 SE 12TH AVE CAPE CORAL FL 33904 Annual Reports lac , ~,' Report Year Filed Date 2008 02/15/2008 2009 03/02/2009 2010 01/21/2010 Document Images 01/21/2010 -- ANNUAL REPORT 03/02/2009 -- ANNUAL REPORT 02/15/2008 -- ANNUAL REPORT 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 02/17/2002 -- ANNUAL REPORT 05/14/2001 -- ANNUAL REPORT 03/27/2000 -- ANNUAL REPORT View image in PDF format VieW image in,PDF format View Image In PDF format: View image In PDF format VI~WlmagEl:.i~E'Qf format View image In PDF format- View image in PDF format V.iew im~e,in PDF fQJi01at View Image In PDF format . View image in PDF format Vl1w.;rth~ge IIlRQf format VI~w Image in' PDF format, View image in PDF format View image in PDF format 11/15/1999 -- Amendment and Name Change 04/23/1999 ANNUAL REPORT 07/13/1998 -- Domestic Profit Note: This is not official record. See documents if question or conflict. I Pr~vl()JJS on List Next on List ReJ~!_nTo List I=vents Name History !Enlity Name Search Submit I I Home I ('(,ntdcl us i l)nUJI1ii"nt Sedl'ch", I FFilillCi S('lviu-s i ~()mIS I HelD! COIJVI;qlil ,)11(1 i'iVih:V F'olicies COf.jYllfJht ;'(~) /0'11 ~;,Jtf: of F1'H"d", !)ep&lliwnt of Stdb~. http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inCL doc _ num ber=P980000625... 3/17/2010 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) 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 lOCi,. 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 IOC 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 IOC 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 IOC 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 ;J 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 IOC . 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 IOC 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 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 IQC 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 IOC 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 lOC 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 IOC 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 IOC 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 lOC'~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 IOC be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 lOC" 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 IOC 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 IOC ~'~# 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 IOC 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 IOC 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 IOC 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. 25 IOC 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 IOC 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 IOC 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 lOC 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 IOC ~ifrt 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 30 IOC 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 IOC 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 C-2 laC 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 lac 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 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 --.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 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 H (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 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 Page 1 of2 IDC ~I Home Contact Us E.Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search Submit I Events No Name History Detail by Entity Name 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 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image inPDFformat View image in PDF format View image in PDF format View image in PDF format View image in PDF format View imageitrPDF format View image in PDFformat View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format II Note: This is not official record. See documents if question or conflictl PI~yio,4s; 9nJ""lfit eVents No Name History Next on List Return I9_Lj~t IEntity Name Search Submit I 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) lOC 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. 2 IOC 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. 3 lac '.. 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 4 IOC 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. 5 lOC 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 IOC 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 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 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; 8 IOC (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 9 IOC 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. 10 IOC 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). 11 lOC';i"i ."H 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. 12 1 OC tf4'1 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 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. 13 1m c ~'.~ 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 14 Ioe ;~ 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 1(1) iC tffl 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: 16 IOC I .~ - ...1 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: 17 IClC tj 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. 18 lID1C' !~ 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 19 IOC .J 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 20 IOiC 11 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 10C 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 22 IOC 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. 23 IOC ~,~ 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 IOC '-~ " 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. 25 IOC 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 26 IOC {,~ 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 loe 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. 28 lmc "M 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 ~i{U 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 IOC 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 1 0 C .'il"i' 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. IOC' y~ 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 C-1 lQ'C 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 C-2 lOC H 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 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) 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 C-4 IOC I J (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 C-5 IOC 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 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 ~'l (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 C-7 IOC ".:1 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. 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 10 C 'if (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 lime '~I 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 laC ~ . -.~ 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 www.sunbiz.org - Department of State 1 ciae I of, Home Contact Us E~Filing Services Document Searches Forms Help Previous on list Next on List Return To List IEntity Name Search Submit I Events No Name History Detail by Entity Name 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 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View Image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF fOrmat View image in PDF format View imagein PDF format View image in PDF format View image in PDF format View image in Pl:lF fQrmat View image in PDF format View image in PDF format View image in PDF format http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc __ number= L80948&inq... 3/12/2010 www.sunbiz.org- Department of State Page 3 on 10 C t~1 Note: This is not official record. See documents if question or conflict. I Previ()IJ$Qnml"J~t Next on List Return To List !Entity Name Search Submit I Events No Name History 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 lOC'i 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 IOC II 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 laC il 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 IOC If 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 IOC 'I 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 IOC i~ 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 IOC I' 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 loct 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 II 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. 21 IOC t 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 IOC , 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 IOC 1_ 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 IOC ^,_ 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 lOCII 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 26 loC_1 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 10 C \.1 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 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. 29 lOCIII 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 10C~1 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 10C ~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 loc~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 lO 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 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 Page 1 of2 IOC'il. Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search Submit I Events Name History Detail by Entity Name 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. Pn~yjous on Lisj Ne~t on List R.eJIJrD.Io.L_;st !Entity Name Search Submit I Events Name History ! I'r;rll,' I' ,JiI::;;cr II' U('<'ill/'nt'''CiJ''I,,''. I r :'1ill(l '1,', Help CICIJ\" ,"Ihi ",[",:1 1'!V,.lCY i UII(lf,S :'(,;__y-riqh: >c -'j ';:,,1,' ()t 1':.)1 "i,J, [;i'P,V::11;()! 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 lOC ~~I task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours, 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. 15 lOC"'1 ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida, 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured 16 IOCr.11 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 IOC ~:~ 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 10 C II 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. 19 IDCIII 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 IOCII 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 lOCII 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 locttl 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 loC~1 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 1 0 C'~II 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 10C il 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 loe 'I by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-in-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287. 133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a 27 IOC 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. 28 lOC II 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 10 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, :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 30 IOC ." 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 A-1 lOCI' 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 C-1 tfCe 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 l(IDlC 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 lac t..l! ,- ,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 (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 www.sunbiz.org - Department of State Page 1 of3 Home Contact Us E.Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search Submit I Events No Name History Detail by Entity Name 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 www.sunbiz.org - Department of State 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 Page 2 of3 IOC J'~" View image in PDF format View image in PDF format View image in PDF format Vie". image in PDF format View image in PDF format Vie". image in PDF format View image in PDF format View image.in PDF format View image in PDF format View image in PDF format View image In PDF format View image in PDF format View Image inPDF format' View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. Pr~vi04S on List Next on List Ret",," T()_1.l$.t !Entlty Name Search http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inCL doc __ number=83 223 5&inq... 3/1 2/20 I 0 ....... ."..-....--..----- "-'-"""-"__"'~._"__""_'_" .._ ~__m www.sunbiz.org - Department of State Page 3 of3 lOCI' Events No Name History Su~mit I I HOliK r COj',t,]':\ us I D0':UlrUl!. SE:~dl-(IWc~ I Filirl(] ~ei'c!i,es I Fnll;)'; i Hpli) I (.'_;~IYI'lqll'- Statl" http://www.sunbiz.org/scri pts/cordet.exe?action= D ETF[L&in~ doc _ number=83223 5&inq... 3/[ 2/20 [0 1 '(I) ,C 'J 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): 10 C ~It,~',' 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 2 IOC_ 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 "'f 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 4 IOC ~ :.AV 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 lQC ..~.,t 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 l~(; 1,1 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 lOC~ "! 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 .. laC (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 IOC 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 . ~-".",',"'----"._-----_.----..._.".,...~._-"-~--- IOC 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 IOC 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 1m iC 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 -IOC 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 lOC 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 lQ:C 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 IOC 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. 17 loe 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 lac 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 19 Ie))!&: r~ > 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 IOC 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 10 C ~I 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 26 10 C .i~ 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 10 C ~I 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 ill 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 10 C fl 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 lOC ~I 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 10 C ~I 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 IDe II 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 loC~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 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 C-5 10C.~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"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 ~II 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 _ 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 Page 1 of2 IDe Home Contact Us E~Filing Services Document Searches Forms Help Previous on List Next on List Return To List jEntity Name Search Submit I EvelJt~ No Name History Detail by Entity Name 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 Document Images 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 View image in PPF format View image in PDF formal View image in PDF fotmat View image in PDF format View image in PPF format View image in PDF format View image in PPF format View image in PDF format View image in PDF format View image in PDF format View image in PPF format View image in PDF format View if!1age in PDF format View image in PDF format View image in PDF format View image in PDFformat View image in PDF format 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~~~ P'rE!'yjous on List NE!'!Ct on List RE!'turrLIQJ,.l~t Events No Name History IEntity Name Search Submit I 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. http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in'L doc _ number=322710&inq... 3/12/2010 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 IDe 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 IO C v4 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 ---,-.-----,_., 10 C (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 lOC " 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 IO C 'f 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 10 C ., 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 10 C ~ , 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 IOC ., 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 10 C '1 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 ~-"-'-~-"-'-'-'-'-""--"-,~""~-,-""---"",-,,,",,,,,,,-,-"'-..----_._,~--- IOC If 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 10 C j 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. 17 10 C 1 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 10 C 1 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 19 IDC , 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 IOC I 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 IOC .~ :~ 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 C i,1 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 lOG .-I 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 24 10C 1 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. 25 IOC 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 IOC 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 IDe 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 10 C ~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 10 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 IDe ~:~ (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 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 ~ lOG 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 www.sunbiz.org - Department of State Home Contact Us E~Filing Services Previous on List Next on List Return To List Events Name History Detail by Entity Name 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 Page 1 of3 10 Cl Document Searches Forms Help IEntity Name Search Submit I http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inCL doc _ number= 190331&inq... 3/12/2010 www.sunbiz.org - Department of State Page 2 of3 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 Document Images 01/27/2010.. ANNUAL REPORT 01/16/2009.. ANNUAL REPORT 02/11/2008 n ANNUAL REPORT View image in PDF fonnat I View image in POI" format I View image infDF fO"1lal I View image in PDF format I View image in PDF fonnat I View image in PDF format I View image in PDF fotmal I View image in PDF format I View image in PDF formal I View image in POI" format I View image in PDF formal I View image in PDF format I View image in POFfonnal I View image in POI" fonnat I View imageih POF,;,(o"1la\ I View image in POI" format I View image in POF'io"1lat I View imag~ in POF format I 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 01/16/2003.. ANNUAL REPORT 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 http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq., doc.. number= 190331 &inq... 3/12/2010 www.sunbiz.org - Department of State Page 3 on IDe 04/0711998.. ANN\JAL REPORT 05/01/1997.. ANNUAL R12PORT 06/20/1996 .. ANNUAL REPORT 05/01/1995.. ANNUAL R12PORT View image in PDFfQrrnat View irJ)age in PDF format View image in PDF format Vie\V image in PDFformat I Note: This is not official record. See documents if question or conflict. I P'reyiQus on List Next on List ~lurn T.9.1181 Eyents NarmLt:lislQIY. IEntity Name Search Submit I I !iornf~ I C)litdc:t us i Ducwl1e-nt Sednlll><; I [.Fillll(I Sel'viccc; I forms i [Ii'll) I C>'~)V'Hlht i:llid Prl;l,lCv j'(llic!es Cnpyriqll! IU )(i!)! State (>I Jlur-dC!, 1')~'p,Jrtm'-'r1t_ ul Statio http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq,., doc _ number= 190331 &inq... 3/12/2010 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 7 IDC 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 IOC (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 IOC 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 10 C 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 10 C f 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 10 C 1 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 IDe j , 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 10 CJ 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 IO el 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 10 C j 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. 17 10 C 1 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 10 C J 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 IOC 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 IOC et 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 loe d .:;:, , j :' 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 C " 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 lOC II 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 IOC ~, 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. 25 IOC , 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 lOt 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 10 C " (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 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 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 Home Contact Us E~Filing Services Previous on List Page I of3 Document Searches Forms Help Events No Name History Next on List Return To List Detail by Entity Name 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 Page 2 of3 10C p,: Viewci~age i~ POF follTl.at View image in POF format Vi,ew image in POF formet View image in POF format VielN image;n POF format View image in POF format View image in POF format View image in PDF format Vi.ew image in POF format View image in POFformat View. image in POF format View image in POF format View image in POF format View image in POF format View image in POFformat View image in POF format View image in "'DF form.at View image in POF format '.-....-..-.---------"" http://www.sunbiz.org/scripts/cordet.exc?action=D ETFIL&inCL doc _ number=505419&inq... 3/12/2010 www.sunbiz.org - Department of State ioe Con j Note: This is not official record. See documents if question or conflict. Previous on List Next on List Retyrn To List jEntity Name Search Submit I Events No Name History I HDnlC i Conlact u:.> I DCl ull!C'nl SCilIC::c:,: I Fi!irlq '_,'.'1 vi((:s ! rmnh I Heh) I C'lpYI-lql" iHHl F"lvdCV l'cIJ:ics ~c,l,jtE. (;of ijc"'dd, DepclrtilidH .)1 Stdtl' http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in~ doc _ number=505419&inq... 3112/2010 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. 10 10C tl 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 10e t4... , 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 10e !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. 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. 13 ""-"_.~-"---'~-- 10 C 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 14 10 e '1 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 10C II 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 'f 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 10e ;1 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 IOC '~ 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 10 Ct 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 IDe i;1 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 1 0 C ~.t 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 IOC ., 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 loe If 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 loe i' \ 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. 25 IOC 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 IOC l~' 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 lOCI 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 ~, 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 I IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for County Wide Engineering Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, 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 n...__ 'I,..&.to 10C 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 ........ ........ ft~ ...... ...... .- '" .- '" o .... o .... o .- .", U1 .- ~ .... N N o o U') N ~ - "......., - """'" - ---- - - ~ -= ...... lililiiI:i =- ~ ~ = - - ~ """"" - ---- - - - = - - = ;:::: = ---- - = . "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) 10 C .~ (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 n..._...A....~.tO 1 0 C ~. ~ 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 U~ nn n.. nc nl: " ~ """" = ...... - - - - = - = = == -- == ........ ;;g;; = - = ~ - = ...... ..... - - - = = -= ..... - lD en r- '" o 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 M o M o r- '" lJ) r- t.!l <l: M N N o o lJ) N . ........ .... -.. ........,.. 1 0 C ~. .'~ 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 Ml___ r. _&"0 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; D~.....<!t. t::,...f 1R 10C tc., (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". ' un.: nn not n~ 01;; - -- , l . =- """"" = == =- - = - - = - --- =- ;;;;; =- - "'"'" - - = ~ - = - - - - = - = - "'"'" '" '" e- M o 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 ..... o ..... o e- ..' U1 e- ~ ..... N N o o U1 N . 1.'_ nn n.. nr-' nr' IOC tf (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. D.......... '7...~"0 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. D_........ 0 ....~..o 10C ~1 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. - - 2. ~ - = - - - - - - - - = --- --- - """'" o o co .., o u,.... "'n "AI ne nl: 10 C ~ 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 n___...n _&...n IDe " 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; 11"... nn n.. n,. nE" - -..- - """'" - - --- - - - - = -- = '"""" - = ",a "."- :"== - - =- ~ - - - = - - --- - = - rl o co ,., o (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 rl o rl o r- .... lf1 r- ~ rl N N o o lf1 N . J..U~ nn n1 ne:: n!; 10C tI 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" . D~nQ 11 nf ,,~ 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 lOG ~4 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 LJ_ n^ n.. n~ n~ - - - - - --- ~ --- - ~ - = = .-: ;.,Mliijiii "-'7.:"';1;; ."'- ~,= -- "...- ,= ~ = = = - - = - - - - - - - = ...... --- - - - ;:,;"....", 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; ....u~ nn 01 ot=; n~ 10C ~ (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 ",c_.;, 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 lOG _ (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 l"1 o <Xl l"1 o " ;;:--:; --- - - - - ~ - = - = - - - - 7. --- ...... ;;;;;;;;; = - ~~::- '.'...... .,',.- .."".= ,;.;;;;;;;;;;;;;;0 = - = - =8. - = = - """'" upon W~ nn n.. na n~ M:'.';:' _________,,____,_ IOC " 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"; - --- - . - """'" = - - - - - = - = - - = ~ - ~ '.= '--,- "~:~i - - = - = - - - = - = = - - - - ~~.~........ .r.....~ "" o CD 1"'1 o 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 .... o .... o r- "" I1'l r- ;iJ .... N N (:l rj U"l N . ~- ~:..~~ ~:.:~--:_- .. 10C .. 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 10e ;... 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 lOL " RECEIVED: , .' '\ ; ,.., " .~ \ 1 p;, L:: 55 -r d7 O\J-' % LL~\\r$ -1z -'< ~y."" '\ " (). ) [) rs /l)Jb I , sM '. J 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 Home Contact Us E.Filing Services Document Searches Forms Help previousQn~lst Next on List Return T() List IEntity Name Search Submit I Events Name History 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 Annual Reports Report Year Filed Date 2008 01/16/2008 2009 01/05/2009 2010 01/04/2010 Document Images 01/04/2010 -- ANNUAL REPORT View image in PDF format 01/05/2009 -- ANNUAL REPORT Vi~wimage in PDF format 01/16/2008 -- ANNUAL REPORT Vie\l\ljll1~ge in PDF format 02/12/2007 -- ANNUAL REPORT View image in PDF formal 03/24/2006 -- ANNUAL REPORT View image in PDF format 03/23/2005 -- ANNUAL REPORT' -View imag~ in PDF format 03/01/2004 -- ANNUAL REPORT View imagein'pPF format 01/16/2003 n ANNUAL REPORT View image in PDF format 02/21/2002 -- ANNUAL REPORT View image in PDF format 02/13/2001 -- ANNUAL REPORT View image inppFformal ; 12/18/2000 -- Reg. Agent Cllange View image in PDF format 04/24/2000 -- N.,me Change View image in PDF format 02/01/2000 n ANNUAL REPORT View image in PDF fOrmat 04/27/1999 -- ANNUAL REPORT View image in PDF format 12/31/1998 -- ANNUAL REPORT View image in PDF format 10/09/1998 -- Name Change View image in PDFformat 04/03/1998,- ANNUAL REPORT View image in PDF format 09/26/1997 n ANNUAL REPORT View.jmageinpDF format 03/12/1997 -- ANNUAL REPORT http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inCL doc _ number=848780&inq... 3/12/20 I 0 www.sunbiz.org - Department of State Page 3 of3 IOC . j 02/12/1 997 -- NAME CHANGE 01/29/1996 -- ANNUAL REPORT 03/27/1995 -- ANNUAL REPORT View image i~. PDF format VleW.ln,!llJ'l.in PDF format View image in PpFformat View image in PDF format II Note: This is not official record. See documents if question or conflict.l Pr~Y!QIJ$Qn_l.._jst Next on List Ret~m_TQ.LJ~_t Events Narm'.J:jistQIY IEntity Name Search Submit I I Herne I C\mtdrl LJ'; I Dtil.!JlllVrlt :~(~;]lrJ'e, I Filmq :';('1 vices I IUlny; I 11(.'111 I COIJyr'IJht dllci l'l'V,lCy!-'c\liCi(?'; (:(lPYII~jhtf) )(iG/ Stelle.' of [Infield, I)c'p;:;rtmc'nt uf Stat/; http://www.sunbiz.org/scripts/cordel.exe?action=D ETFIL&in'L doc __ number=848780&inq... 3/12/2010 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): IOC 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 2 '_._.'_"~...".,.,~~-_. _..__.....~."...~ .~-.., -,~---, ......,-~.~,_.".~, "'~.'- ....,,- 10 C 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 IDC 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. 4 10 C 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 lOCI 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 IOC 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 ,-" '-'-"~-*~------'----"--~"'-'~~~'~"_~_._-<'_-;'_"-'"" ,..". 10C 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 10C Ii (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 IOC 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 11 10 C ~ 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 10 C 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 IOC 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 IOC 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 10 Ci 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 1 0 C ~.~ 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. 17 10 C4 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 IDe .. 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 10 C ;~ 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 10C ~4 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 IDe .4 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 IDe 4iA 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 IOC 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 IDe 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 lOG P4 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 IDe I IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for County Wide Engineering Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, , '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 IOC Jt 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 A-1 IOC ~ 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 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 fitf 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 ~il (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 lOP _ v 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 10 C ~W;~ . ,~ (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 www.sunbiz.org - Department of State 1 0 C Page 1 of 2 Home Contact Us E.Filing Services Document Searches Forms Help Events No Name History IEntity Name Search Submit 1 Previous on List Next on List Return To List Detail by Entity Name 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. I;vems No Name History jEntity Name Search Submit I PreyiolJl;L9nJ,~hH lIte~!on Li~! Return To List 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 2 IDe :1 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 10C 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 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. 4 IDe '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 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 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 10 C .~ 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 IOC 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 1 0 C ~.~ 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 IDe 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 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 .. .':!( 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 IOC'l 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 IOC 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 10C 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 IOC 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 toe , '1 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 toe 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 18 loe be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 IDe 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 IOC '4 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 IOC ... 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 IDe ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 23 10 C 1 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 loe '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. 25 lOC .~~~ 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 rot ,If 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 10C \oj public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 28 IDe '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 loe 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 u IDe '1 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 A-1 10 C ~ 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. B-1 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., 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 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 10C 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 lO'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 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-? 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 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 loe (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 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 IDe 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' ~ 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 I I Ii ! " I . l 1 II , i i ! . I j I I I l , I ! . I 1 ! I I ! I / 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 , , . I i , , , " , I 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 lOC . 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 Previous on List Next on List Return To List IEntity Name Search 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 View Image in PDF format View image in POF format View image in POF format View image in POF format View image in POF format View image in PDF format View image in PDF format View image in PDF format View, image.in POF format View imageinPDFforl11at View image in PDF format View image in PDF format View image in POF fqrmat View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format IOC ,,~ Page 2 of 3 http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in'Ldoc __ number=6 I 4253&inq... 3/1 2/20 I 0 www.sunbiz.org - Department of State loe t'fge 3 of 3 05/15/1997 -- ANNI.IAL R~PORT 04/15/1996 -- ANNI.IAL REPORT 05/01/1995 -- ANNI.IAL REPORT View image in PDi" format View image In PO" format View image in pDFformat View image in PDF format IINote: This is not official record. See documents if question or conflict. I Previous on List Next on List Ret~mT()bi,,! Events II!<lJ1H'J:Jl!!lQry IEntity Name Search Submit I ! Home I COI\(;]'I uc; i I)cl:iJfllPnt SediTI,e~-; I [Filine) ~,r'rvlu>, I FOIIllS i Hell) I CI)IJVr'Ut,t "Ivi i'I,'i,h-Y PClliCle~; 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) 1 0 C1" 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 '1 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 1 0 C '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 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. 4 10 C1 t1 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 loe ''1 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 IOC 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 10C '''' 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, g 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 1 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 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 1 U G ; f~ 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 IDC 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 10 C 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 lOC 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 10C 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 . - 10C 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 loe 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. 19 IOC 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 10 C . 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 21 10 C ~ 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 IOC ..' 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 IOC "~ 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 IOC ~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: 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. 25 lOC , 'j , ~ 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 1(1) ie 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 IOC 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 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: 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 m A-J ?f2-~. '-1_ to W. ~ 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 Dale .,. _"'10_ 10 Rec'd ? C-! Deputy~ lOC 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 A-1 10C ~1 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 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 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 C-2 10C " 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 Joe (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 IDe 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 IDe (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-? IDe x $1,000,000 each claim and in the aggregate _ $2,000,000 each claim and in the aggregate _ $5,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. C-B Ioe 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 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, 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 la8 ler 2 , ,~ Home Contact Us E-Filing Services Document Searches Forms Help Previous on LisJ ~ext on List B~tyrnTQ__Lh;J IEntity Name Search Submil I No Events No Name History Detail by Entity Name 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 View image in PDF format View image in PDF format View image in PDF format http://www.sunbiz.org/scripts/cordet.exe?action=D ETF1L&in<L_ doc _nw11ber= M02000000... 3/22/2010 '_vww.sunbiz.org - Department of State 1 0 ~ge2ol2 04/03/2002 -- Foreign l,imiteq View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format 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 Pi~jQ!HLQIL!",i$t NexLon List R!lturn TQl,ist No Events No Name History IEntity Name Search Submit I I Home I Contact us I DOCUlllellt Searches I E-Filing Services I Forms I Help I (oDvrigilt and Privacy Policies Copyright 'D 2007 State of I-Iorida, Department of State. http://www.sunbiz.org/scripts/cordel.exe?action=D ETFIL&imL doc _ number= M02000000... 3/22/2010 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. 5 loe .", 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 loe 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 loe '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 loe (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 g loe 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 loe J 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 toe j 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. 12 loe 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 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 14 loe . ,~ 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 IOC ,t'!tll 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 toe 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 loe ~ '1 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 IOC ,~ 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 loe ,~ 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 tee 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 Ice ,'"'" 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 10e ~ 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 lQC ~ .t1' 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 24 loe 1 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. 25 loe I'" 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 26 IOC 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 loe ..~.,~ 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 lOG 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 lOC 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 30 IOC 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 A-1 IOC . 'I 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 1'1 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 IDe 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 Ioe .4 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 loe engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee x $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _x_ Yes _ No C-4 loe 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 . ~" 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 q~~ (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 roc 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 loe ( '. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. C-10 10e ~ '. 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 loe .. 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 ~ 4~[ ~ . ~("l\/ ~~~ ~,yr>sp(1) ~) tP ~y ITEMNO.:IO~-?t2C~ O\sL/O DATE <)[""ri(,/ ",' ,.,,"/- \.- - '.. '~.i' , t I I.A)/IN7 Ii ,,4r,n!lj-EY ',I ',.fI'! - 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 ~t>.R '1 10\0 'I a\iW. -~~. iT. If-" iL :\~cytP/f7/ /~ -rsn <~r' I r 3!1911u ~ Ioe " mausen_g 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 www.sunbiz.org - Department of State 1 0 C'age' 1* 3 Home Contact Us E~Filing Services Document Searches Forms Help Previous on List Next on List ReturnTC) l,.ist IEntity Name Search Submit I I;vents Name History Detail by Entity Name 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 View image in pDFI<lrmat View image in PDF'format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image, in PDF format View image in PDF, f!lrmat View image in PDF format View Image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in ,PDF forma.! View imageinpDF format View image in PDF fOrmat 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 """-"'1 ,I l. oJJr, (Jer; -1 R~olsfCld 'f.j:t4~, . 1. [1'" .( <.-.. ;.. -'... .,. .'f-.,.. ....._-~ ,.0; Le"Y /-. i .l~~~. -'';... \ / J ./ Rl( ~n (, ~('lry. 22-- ~~ ' , -<-- IltltC K. (irccn~r"llll ,-.--- ilLS II ,,-iO,tl2C. 0 l5:JI)... 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 IDe , ."'" 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 IDe ; 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 Ioe .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 IDe " (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 g IDe I~ 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 IDe ,'" 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 IDe 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 IDe ~ 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. 13 IOC 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 IDe 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 loe , ,~ 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 IOC 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 lOG 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 IDe , ,~ 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 19 IDe ~''1 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 IDe '!! 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 IDe 1 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 loe .. 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. 23 IOC ~ '~ 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 I~C 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. 25 IDe 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 IOC 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 ICC 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 loe 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 toc 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 30 sident Item# JO C ",geoda 3-'1 -t 0 Date Date 3-05-10 Rec'd Dep~ IOC 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 A-1 !'OC 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 C-1 IDC 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 10C 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 C-3 lOC 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 C-4 lOC ~_ '<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 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 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 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 lOC . ~,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. C-9 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, 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: lOC 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) lOC 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 lOC 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. \ t:. 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 www.sunbiz,org - Department of State Page 1 of3 lOC . Home Contact Us E~Filing Services Document Searches Forms Help Pr~yiQt,g;QJ1_l.jst Next on List Return To List IEntity Name Search Submit I Events N~meHistory Detail by Entity Name 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 http://www.sunbiz,org/scripts/cordet.exe?action=D ETFIL&inq" doc _ number=23 3 840&inq". 3/12/2010 www,sunbiz,org - Department of State 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 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDfformat View image in PDFfOrmat View image in PDF format View image in PDF formet View Image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format V!elN iiJ1age in PDF format http://www, sunbiz,org/scripts/cordet.exe?action=D ETFIL&inCL, doc __ number=23 3 840&inq... 3/12/2010 www,sunbiz,org - Department of State Page 3 of3 - - 01115/1999 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format laC'"'''' 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 I Note: This is not official record. See documents if question or conflict. I PreyJQY~ on List N~vc;t on ListRE:ttllJnlol,..,lst Events Name History IEntity Name Search Submit I i ILvne ! Conrd:'t ih 1j111':'n~ ':i'JrCI<", I [ fili'H_l ':;'!'Iviu!,j i FOHn", I lir'hJ ('il)V'I'1[)1 drJIJ 1':I\ji_~C" )-'ol,(ir"; 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 lOC , '1 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 lOC ~ , 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): 1 lOC 'N -, 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 1 0 C '~ ", 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 1 0 C ~1 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 lOC 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 lOC '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 10C"~" (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 IOC '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 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 lOC 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 10C ~ 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 IDC '1 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 lOC 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 laC '.., 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. 17 laC '1 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 laC '1 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 10C .~ 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 10C . ~," 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. 21 lOC :'if 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 10C 't.~ 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 lOC 'HI 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 10C . '" 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. 25 10C 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 26 IOC ~.,~ 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 'if 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 lOC 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 lOC l'~ 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 IOC ~. t,t 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 10C '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. lOC ., ~ 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 10C 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 C-3 lOC 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 lOC (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 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 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-B 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 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 -,' 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 10C 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 lOC 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 Home Contact Us E~Filin9 Services Document Searches Forms Help Previous (m List Next on List Return To List IEntity Name Search Submit I Events N~me HistOry Detail by Entity Name 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 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Vie\V image in PDF format Vi~\I\Iimage in PDF format View image in PDF forma1 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List IEntity Name Search http://www.sunbiz.org/scripts/cordet.exe?action=D ETF1L&in~ doc _ number=G 3 3 3 64&in... 3/12/2010 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. 4 10 C 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 IDe ",' '. ~ ,. ~.~ 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 IDe 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 10 C '~I~ (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 10 C 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 10C '. 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 IDe 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 10C ..I #4f 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 roc .~i~' ~~ 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. 14 10C l ;1 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 10 C ~~" 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 lOC 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. 17 IDe .~ ~ '~ 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 10 C 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 10 C 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 lOC 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 10 C 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 10C 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 10C 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 lOC 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 toe 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 IOC 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 lOCI 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 10C 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: 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 ~J(fLL 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 IOC 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 lOe 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 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 IOC .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 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 toe (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-G 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 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 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-g laC 'l'll ~,~ (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 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 www.sunbiz.org - Department of State 10 C~lof2 Home Contact Us E~Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search Submit , No Events No Name History Detail by Entity Name 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 Document Images 01/05/2010.. ANNUAL REPORT 01/14/2009 -- ANNUAL REPORT 11/27/2006 Foreign Profit View image in PDFformat View image in PDF format View image in PDF format Vi!,lW imagejnPDF format View image in PDF format 01/16/2008.. ANNUAL REf'ORT 02/19/2007 -- ANNUAL REPORT I Note: This is not official record. See documents if question or conflict. I P[~Ylous O!'LL_i~t Next on.Lj~'! Return To List No Events No Name History IEntity Name Search Submit I : 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 IOC 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 loe 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 toe 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 lOC'~ 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 loe 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 loe 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. 19 10C 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 IOC 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 loe 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 10 C 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 IOC 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 10 C 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 lOtl 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 IOC 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 IOC 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 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 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 ~ IOC 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 IOC ~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 IDe Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees C-3 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 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 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. ./ -' ./11 /fIf .' .::.t; " .L .' ./"" /1 ./ tj/I,/f ,- /,,' BY: ,. , TITLE: - ,- -~. L c'L-.' DATE: '7/n/IO I ' 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: www.sunbiz.org - Department of State laC Page 1 of 3 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List R~.tl.Jrn _ToL,isJ IEntity Name Search Submit I Events No Name Hislory Detail by Entity Name 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 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF formal View image in PDF formal View image in PDF formal View image in PDF form.at Vi.ew image in PDF format View image in PDF format View image in PDF formal View image in PDF format View image in PDF format View image in PDF fonnal View image in PDF fonnal View Image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. http://www.sunbiz.org/scripts/cordet.exe?action=D ETFI L&inq~ doc ~number= PI 4454&inq... 3/1 2/20 1 0 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:: ~~ ~ No 51T: /i.;~i;''''lnitials ~.~n "70D Dale: ____ . ~ (;4-('01\-01030/ 22 Attachments Are all required attachments included? IO C ,>'/ 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) 1 10 C 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 IDe 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 IDe , "' 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates 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. 4 10 e .'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 Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional engineering services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements 5 10 e 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 IDe 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 I 0 eH'~ 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 IDe 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 10 e then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay, 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule, 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 10 C 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 IDe "'\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 IDe j 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 10 C'' 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 IDe 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 IO e ~ ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured 16 IDe 'il"'If 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 IDe 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 IOC 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. 19 IDe .1 ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 20 IDe '!C,'tf 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 21 10 C 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 loe ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 23 10 C 4 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 IO C 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. 25 IDe 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 10 C ~.. public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 28 10 C 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 IDe IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for County Wide Engineering Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR 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 30 \':n1# JO U Agenda yq /'10 Date I [mte ~/~5./1\) Rec'd ~t~ 10 C 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 A-1 10 C 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. IOC .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 IDe '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 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 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 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 IDe (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 1 0 ese 1 of3 Home Contact Us E~Filing Services Document Searches Forms Help Pr~vjous on List Nexl on Lisl Rel~rn To Lisl jEntity Name Search $ubmil I Events No Name History Detail by Entity Name 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 Document Images 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 10 C View image in PDF formal I Viewimage, in PDF,fqf!l1@t I View image. in PDF f6ll1'l~t I View image in PDF format I VieW;mege in PDl:,fqrmal I View image in PD~/(ottnat <I View image in PDF format I View image .in PDF format I Viev{ilnagll irl'!iqFiformal.j I View image in PDF formal I . View im@ge in PDF fqrmat I View image!n PDFfqr!nat I View image in PDF format I Vi,ew image in PDF format I View image in POF fgrmat I View image in PDF formal I VIew image in PDf'fqrmal I View image in PDF fo.rmatl Note: This is not official record. See documents if question or conflict. Previous on List Next on Lisl Events No. Name History Relurn To. List IEntity Name Search http://www.sunbiz.org/scripts/cordet.exe?action= D ETFIL&inCL doc __ num ber=P940000539... 3/17/2010 ..-....>.-----..=-..-__......_.'.......m_.______...>-X..._..._ ---""_._..._---_...-.,-,.,._~-~. .. www.sunbiz.org - Department of State 10 C ~lofl Home Contact Us E~Filing Services Document Searches Forms Help pr~viou!:tpn List Nexl on List Relurn 10 List IFictitious Name Search Submit I Filing Hislory Fictitious Name Detail Fictitious Name 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 Document Images 03/13/1998 -- REGISTRATION 06/30/2008 -- RENEWAL 01/2912003 -- RENEWAL View image in PDF format VI~w image inPDF fonnat View image in PDF fonnat Note: This is not official record. See documents if question or conflict. E~-'yio_us .9" Lis! Ne~9JLLisj Return to List IFictitious Name Search Submit I Eiling_Hislol"Y. I HOll1e I COllt;1t( U~., I [)(Jr:Ulni.~nt. SeCln:I'C'i I E.Filinq SUVI('-'S I Fnln),; : Hell) I CCPYI'i9!l\ -HlcJ "nViH:y 1'01;0('<; of r 'ul-idd, D(~piHtln!"fH cf Stall'. http://www.sunbiz.org/scriptslticidet.exe?action= DETREG&docnum=G98072000009&rd... 3/1 7/20 1 0 RLS# 'O?ec--.a)~ 9 CHECKLIST FOR REVlEWING CONTRACTS ElttityNam~~ ; prflp 5 l--::c:nr. d I b~A $1'T ~ 'nulS"+SC\~5 '~ EnlIty name cone~ontract" _ 6es No 0 C 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 conect (BCC)? Commercial General Liahilif)!.... \ I General Aggregate Reqnired $" L l'Y\ I Prodncts/CompVOp Required $_ I I " Personal & Advert Required $ \., , Each Occurrence Required $ ~_.~ I Fire/Prop Damage Required $ t:)O\L Automobile Liability Bodily Inj & Prop Required $ .'500 ~ Workers Compensation \.. \ Each accident Required $ ~~ Oisease Aggregate Required ~"I_? Disease Each Empl Required $ -#---..LL" Umbrella Liability Each Occurrence Provided $ ~~ Exp Oate ._~ \ 10 Aggregate Provided $ -LL_' .. I Exp Date " '( Does Umbrella sufficiently cover any underinsured portion? .7 Yes ---==- No Professional Liability \ - \ \ D b... \. ,_ Each Occunence Required $ (Y\ \ Provided $ \ 0 11\; 1 \ Exp, Date- ~ Per Aggregate Required $ _,~~ Provided $ 'I (J Exp, Date " . Other Insurance _n ~-- ., Eaeh Occur Type:~___ ReqUIred $____ _ Provided $_~._ Exp Oate_ -~ ~es 0es 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 dale of bond, Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? County Attorney's signature block? Attachments Are all required attachments included? ~~es .~ Provided $Mi \ \ Provided $ ( ( J J " Provided $ ~~\- Provided $ ~\l Provided $,~L Provided $~~ Provided $ -.:.lmiU Provided $ ---Lt..-,--'-L Provided $ _~~ No No No No Exp" Date~ 10 Exp. Date ---U-__~,. ~ Exp. Date ----u / Exp. Date ..~~. , Exp, Oate _ (, I / . . ExPoate~D II t:> Exp Oate ~410 Exp Oate --.ti,,--, I Exp Date I, (' No No Yes .~ Yes ~__No Yes Yes No No No No R-;0;~e~ In;,;a,15 ~"~~U Dale: __ 04-COA-r) 3 222 10 C' 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) 1 IDe di 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 CllJ,f 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 IDe ~f1 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. 4 IDe ~,' 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional engineering services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The Owner reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements 5 IDe 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 IDe d". 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 \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 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 8 IDe 'Hi~ 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 lOC i then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage for Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule, 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 10 10 C 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 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 11 IDe 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 10 C 'i 5.3.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.3.2.4. Expense of models for the OWNER'S use. 5.3.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.3.2.6 Other items on request and approved in writing by the OWNER. 5.3.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.4 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.5 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.6 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 13 IDe ,~ '~ 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 lOC i task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. 15 IDe 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 16 Joe f 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 IOC 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 IDe 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. 19 10 C 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 10 C 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 IDe 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 10 C 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. 23 IDe 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 IO C 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. 25 IDe 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 IDe public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 28 IDe " ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the Owner shall have the discretion to unilaterally terminate this agreement immediately, 29 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. 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 10 C' '1 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 A-1 IOC 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 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 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 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 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 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 +. Biild,~ Veatch Corporation' 11~Ot lamar Avenue' Overland Palko K$ 6fi211 USA .Telephone 913458.2000 M",l~lforn r~"y(;l~d male",1 www.sunbiz.org - Department of State I d'~e 1 ~~..~ Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return To List !Entity Name Search Submit I No Events No Name History Detail by Entity Name 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 10 C :~1 View image in POF. format Vi~w image in POF format Viewirnllge in PDF format Viewlniage in PDF format View image in POF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF fOl'mat View image in PDF format View image in PDF format II Note: This is not official record. See documents if question or confiict.1 Previous on List No Events No Name History Next on List Return To List IEntity Name Search Submit I I i iOI,)I' I ,-' (Jr.!.l':1 IIC; I 1';or>.'!~lCllt ! [ l'IIirli1 ~".r'JiiJ.'; I F()(IW; ! fieil' 1:'lLJVr':Jill dl:c.I !'riV,H:V Folic;I'" Ccpyrl<)tll .'. /(1(17 ,;t>,u~ uf ['iundd, UepiJltfT',;I';j n' St:dtc http://www.sunbiz.org/scripts/cordet.exe?action= DETFIL&in'L doc __ number= F980000069... 3/12/2010 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 'HoCII' ''i:: cf1titv 1:10;10';",.1. (,U!ll;Ll i:l, !~:k'j)iIC'ti f)' c_ r-nj!)iic rC',),(rh H"fllJi."si not ,;plld 1 10 C ~~ 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) 1 10C "'~A y ~~ 1l'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 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 2 loe , t" ..!J"." '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 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. 3 10 C 111 , 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. 4 IDe \1 T . 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 5 10 C 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 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. 6 10 C .., 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. 7 1 0 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 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 8 10C , 1 y , 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 10 C 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 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 10 1 0 C ,';~ 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 IDe 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 10C ~if 'I'! '. 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. 13 lOC 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 IOC 1 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. 15 I 0 C.'" 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 10 C 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. 17 10 C 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 lOC 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. 19 10 C '" 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. 20 10 C ., 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. 21 IO C ... , 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. 22 IOC " ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 23 10 C '. 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 10C -, 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. 25 IOC 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 loe ., 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 27 10 C 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 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: '-',. \~:"'. ....... <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 IOC ., 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 A-1 IDe " 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 10 C 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 C-1 Joe 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 C-2 IDe 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 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 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 C-4 IDe (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 lOC .~ 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 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 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 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 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 _'-'-------') Exp. Date ~ \ ... ) Exp. Date \' I I I Exp Date _~ D ExpDate 1-1I<1ID ExpDate ~ Exp Date ~_.'-----J Required $ Provided $ Exp Date __ ~=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? ~ 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 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? County Attorney's signature block? $:: ~s ------~--=_No ~=~; Yes Rcv,,~e~ I,",als ~~J~ Date - ~ L-/ 04 CO 01722 No No No No Attachments Are all required attachments included? www.sunbiz.org - Department of State pagf6t Home Contact Us E-Filing Services Document Searches Forms Help Previous QrJ List Next o~ Li!;1 ReturllIo List Entity Name Search [ Submit 1 No Events No Name History Detail by Entity Name 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 http://www.sun biz.org/scripts/cordet.exe?action=D ETFI L&in~ doc _ number= H80985&i... 12/30/2009 \'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 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. Pr~ytt~!!$__Qn Lj~_t N~_x~ o_"_L,ist No Events No Name History R~-.1Yr!LTo l"J!:it I I ] ] ] ] I ] ] ] ] ] I ] ] I I I HOlTle I Contact us I Document Searc!',,'; I f.Filing Sl-'I"vices I Forllls I HelD I IDe Page 2 of3 Entity Name Search I Submit I hltp:l /www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq_ doc _ numbeF H80985&i... 12/30/2009 www.sunbiz.org - Department of State Page 3 on lOC Co()yriqht and Privacy Policies Copyright @ 200/ State of Florida, Depdrtll1ent of State. http://www.sunbiz.org/scripts/cordet.exe?action=D ETFI L&in~ doc _ number= H80985&i... 12/30/2009 ~."...,- _..-..._'-------"..._~-_._"~~....__._,..._~_..,-_._.....-_.". IDe 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 -. ,. -"'-"'''_'__._._~----_.",*.,..<-,,- lOC 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 10 C 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 3 10 C 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 4 10C 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 5 10 C 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 10:C 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 10 C .'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 8 10 C 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 -'-'---"--~-'''--~-",-------~,..--.",.._-....".~. 10 C 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 10C 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 IDe 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. 12 10 C 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. 13 10 C 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 10C .", 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 IOC 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 10C ) ~ '-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 10C 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 lOC 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. 19 IOC 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. 20 10 C 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 IOC , 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 IOC 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 23 IOC 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. 24 IOC 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. 25 IOC 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 I'o C 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 loe 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. 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: 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 C-1 lOC 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. (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 C-3 lOC 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 lOC (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 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 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 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 IOC ~ ~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 IOC Home Contact Us E~Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search Submit I Events Name History Detail by Entity Name 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 View image in POF format View image in POF format View image in POF format View image in POF format View image in POF format View image in POF format View image in POF format View image in POF format View image in POF format View image in POFformat View image in POF format View image in POF format View image in POF fOrmat View image in POF format View image in 'pOF fOrmat View image in POF format View image in POF format View image in POP format View image in POF format View image in POF format I Note: This is not official record. See documents if question or ~o~ffictl ~(~viQ!!~LQnml".ist ~~nt~ Name History t:.I~)(t9nJ..isJ R~tyrn To Ltst IEntity Name Search Submit' I !:or:h.~ i Cor:!dc\ liS I DOVin1c'nt :;'_,arch,:,:, I [ Filllr!] SerV'(I"; I ronn'; : HiclD i COlJyr'(fht dlld i'riv'dCY Pullcics 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 IOC 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 lOC 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 4 10 C 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 C 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 10 C 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 10C 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 IDe A (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 IOC 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 10 C 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 IDe 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 IOC 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 10 C 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 10 C 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 10 C 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 lOC 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 lOC 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 10 C 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 19 IDe 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 IOC 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 1 0 c "~"' 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 IDe ",,!lll" 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 IOC 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 IOC 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 10 C public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 28 10 C 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. 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 IOC " ~ 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 A-1 ,.. '1'. "',IOC , 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 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 10 C 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 loe 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 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 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 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 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 IOC 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 IOC 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 www.sunbiz.org - Department of State 1 0 .C Page 1 of 3 Home Contact Us E.Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search Submit I Events Name History Detail by Entity Name 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 http://www.sunbiz.org/scripts/cordet.exe?action= DETFIL&in~ doc _ number=P33646&inq... 3/12/2010 www.sunbiz.org - Department of State I 0 C Page 2 of 3 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 Vi.ew image in POP format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View jmagtl in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF form~t View image in POl'" format I Note: This is not official record. See documents if question or conflict. I http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inCL doc _ num ber==P3 3646&inq... 3/12/20 I 0 www.sunbiz.org - Department of State lDC Page 3 of 3 Previous on List Next on List Return To List IEntity Name Search Submit I Events Name History I I-junk I C<Hlti.HJ. liS I [)0'\,11('('1I1 SPiHCiH"; I [-Liliil(1 :;"r'JICf"> i rOr-I'I" i f,,-,in I Cuuyric;ht iHH] Pri-vdCV ['olick'::, of I lUridi'l, Ue~!drl,III"11t (,i Sld!( http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&in~ doc _ number= P3 3646&inq... 3/12/2010 10 C .. 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 10 C . 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 10 C 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 10 C '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 10 C 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 10 C -,", 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 10 10 C ,~ 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 11 10 C , 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. 12 1DC 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 10 C '1 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 14 IDe .. 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. 15 10 C 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 16 10 C 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. 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 10 C be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 10 C 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 IOC '" 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. 21 IOC . 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 lOC 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. 23 1DC ,~ 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 24 1DC 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. 25 IOC 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 26 IDC 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 27 lOiC 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 1DC 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. 29 1DC 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 .',,,. .~"'" 3D IOC 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 A-1 IOC 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. 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 C-1 10 C . 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 , ..., Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees C-3 10 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 10 G ... (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 C-5 IOC . 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 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 1.0C .. :tf 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 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 loe 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-1D IOC 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) lOC 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. 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. 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 www.sunbiz.org- Department of State 1IJ1C'3 1 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity Name Search Submit I No Events No Name History Detail by Entity Name 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 2009 02/05/2009 2010 02/09/2010 Document Images 02/09/2010 ANNUAL REPORT 02105/2009.. ANNUAL REPORT 01/25/2008.. ANNUAL REPORT 01/18/2007.. ANNUAL REPORT 01/17/2006.. ANNUAL REPORT 01/1112005.. ANNUAL REPORT 01/12/2004.. ANNUAL REPORT 01/31/2003.. ANNUAL REPORT 02/03/2002.. ANNUAL REPORT 01/18/2001.. ANNUAL REPORT 01/14/2000.. ANNUAL REPORT 01/26/1999.. ANNUAL REPORT 01/22/1998.. ANNUAL REPORT 04/29/1997 ANNUAL REPORT 05/01/1996.. ANNUAL REPORT 05/01/1995.. ANNUAL REPORT View image in PDF format View image in PDF format Vle\'(imageinpeF format View image in PeF format View image in PDF format View irn~gejn PDF Iprmat View image in PDF format View image in PDF format . View image;in PDF format View image ill'PDF.formllt View image in PDF format View image in PDF format View irn~ge in PeFfprrnat View image in PDF format View image in PDF format V,,,""ilnage il. PDF format Note: This is not official record. See documents if question or conflict. er~'{ious o!Jj"i~J No Events No Name History I-J_ext on!Jst Return To List IEntity Name Search Submit I i 110111(; i 1..UI\td::t IJ~; I DCil.lllH.:nt SC(JnJ>"; I [..Fil:IK SI'IVll' '; i r'OI"I11,; I lil'lp I http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in~ doc _ number=816513&inq... 3/12/2010 - -...,----~--_.,_._~.-.__._'..._.._..,._.. -...-.-," -"..__._-,..~ 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 lO..C 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 loe 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) 1 lac '~ 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. 2 10C 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 loe 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 4 10C 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 lOCq 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 IOC 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 loe 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 loe 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 9 IOC 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 IDC 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). 11 IOC ~1 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 10 C'. 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 10C 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 10 C 'f 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 loe .., 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 IDC 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 loe 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 19 IOC 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 IOC 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 loe 'j 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 22 loe '. .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. 23 loe 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 IOC 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. 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 loe 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 IOC 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 lO'C 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: 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 ~~d Lt--5-/D ~ IOC 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 A.1 IOC 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 C-1 loe 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 10C 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 loe engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee x $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable x Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _x_ Yes _ No C-4 lO C (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 10k " 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 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.? 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 . /~ j/ { S~ '\ ?-:J\'d-7/' \ "'~ / \ \/ ,/ \,-----y/ ,j- ~ 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 www.sunbiz.org - Department of State 16a~1 of3 Home Contact Us E~Filing Services Document Searches Forms Help I?revious on List Next on List Return To List IEntity Name Search Submit I Eyents No Name History Detail by Entity Name 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 IOC '~ View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format . View image in PDF format View imag$.in POF .format View image in POI; format View image in POF format View image in POF format View image in POF format View image in PDF format Vi$wimage in POF format View image'inPOF format Viewimagein PDF format. View image in PDF format Note: This is not official record. See documents if question or conflict. PreyiQU$mQOml",Ist Events No Name History Next on List Return To List IEntity Name Search Submit I I Horn,.' I COllti,ct U':; ! I)()(dr\l"'n\ S',drOlt,,"" I F"filintj Sl'f"J!V'S I fOlms : Help: http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_ doc _ number= P97000003 7... 3/12/2010 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 IOC 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 IOC '1 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 IOC 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 lOC 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 IOC 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 lQC 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 loe 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 15 1 0 C ~.~ 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 loe '~ 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. 17 loe 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 '~~'.-.,-"~----~.' --"'~- IOC i . .~ 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 IOC ,,., 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 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 IOC ;t.~ 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 IOC ~ .~ 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 10 C 1 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 1 0 c ~..~ 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 loe ~1 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 laC "" 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 loe ! "W :;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 2B loe <J 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 toe 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 Oate ...;L.I! ~:'d 4:jdQ ~ lQC 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 A-1 loe <1 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. 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 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. j) ~~.. ~(NI~!lO lOC I",~ 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~ www.sunbiz.org - Department of State PjfeOl OCf 3 l I., Home Contact Us E-Filing Services Document Searches Forms Help PreyiQl.I!:t on List Nl:tJcJo_n List Return To List Events No Name History IEntity Name Search Submit I Detail by Entity Name 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. http://www.sunbiz.org/scripts/cordet.exe?action=DETFlL&in'L doc ~number=841657 &inq... 3/12/2010 www.sunbiz.org - Department of State 2532 NORTHEAST 22ND AVENUE LIGHTHOUSE POINT FL 33064 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 pagrot '1~ View image in PDF format View image in PDF format View image in PDF format View image in POF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in "'OF format View image in PDF format View image in PDF format View image in PDF format View image in POF format View image in PDF format View image in PDF format View image in PDF format View image in POF format Note: This is not official record. See documents if question or conflict. http://www.sunbiz.org/scripts/cordet.exe?action= D ETFIL&in'l. doc _ number=84 I 657 &inq... 3/1 2/20 I 0 www.sunbiz.org - Department of State 1n~f~" PI9yipys_QO List Next on List Return To Li!;t jEntity Name Search Submit I Events No Name History I HUlin' -,-'Ol,t,)rj DUUI)i('liI ':;('dl-I'1" I Liillll(l :,ci"Ji',:cs I Fi)lin" i hdp i C1lpVr'IqlJt ;1!ld ~ I'JilC',! POli, li"-, (upyriqh' )(1(17 Stdli' of b da, DI'~)_-_rtn;'1'1 d (:;tillP http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_ doc _ number=84 I 657 &inq... 3/12/20 I 0 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 I 0 C ir:f 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 IDe ~'" 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 IDe ''1 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 lOC t~1 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 IOC HI 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 10C \"~ 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 10Cl~ 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 IOCt'''4 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 IOC 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 lOC 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 IOC q 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 ~~:da 3~~--IP ~~~d V!-~:rD ~h7 laC If' 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 lOC i,l 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 Page 1 of2 lac Home Contact Us E-Filing Services Document Searches Forms Help PJElV i Q.l!~JLI1 Li st N~~tQJ!J"i.~t REltynlloJ,,,Js.t IEntity Name Search No Events No Name History Detail by Entity Name 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. Previous on List Next on List RetYX!LIoJ..ist http://www . sunbiz.org/ scri pts/ cordet. exe?action= D ETFIL&inCL doc _ number= F090000029... 3/12/2010 www.sunbiz.org - Department of State Page 2 of2 lac No Events No Name History IEntity Name Search I Horne I Contact us I Document Searclles I E-filing Services I Forms I Help I COPYright and Privacy Policies Copyright (0) 2007 State of Florida, Department of State. http://www.sunbiz,org!scripts/cordet.exe?action=DETFIL&in~ doc _number= F090000029... 3/1212010 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? ~s ~: ----.-L" es V04L)UA ~ ~ 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) 1 lac 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 lOC 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 lOC 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. 4 lOC 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 loe 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 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 IOC 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 lOC 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 lac 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 lOC 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 lOC 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.~t" 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 IOC 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 lOC 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 lac 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 IOC 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 lac 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 lOC be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 19 lac 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 IDe 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 IOC 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 22 IOC 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 IDC 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 lOC 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. 25 lOC 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 lac 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 lac 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. 28 loe 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 lac 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$+- 30 lOC 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 lOC 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 C-1 lOC 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 lOC 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 lOC (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-7 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 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, 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~ b:" i5"idol \) ;R~/l, ~jffJIO DATE: D-1 lOC \ 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. ..-- ., (','r ~'.\...vL.:~'-"- '~_I.~J EO;' '......~ .... t)~ ~... _ ."J X 0:::,:,.. .t.t C,-_ /- 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 lOC 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) 1--" V <{u. o _ ci a:Ul <{W (j a: UlO...J <( '" 00 ~ a: w ~ :x: !:::WZ ~ >I Cl i=r-~ :x: Z OO<{ () iii <{I-a: w a: m Cl,>::t- :x: W I- ~ffi~ t- m (,J "::' >...J<{ >- ::; w mo~ ..J ..., ~ m I) ow~ Z Z ~ C'J ...JI 0 ::; en >-1-1- Ul W W ZIUl en .!: :x: <{I-<{ W .... Z~l1J a: <( a - ~ 0 e .... '\ ClO:o e Z zW(Y) <C w a: '--l. -I-(Y) Cl a Cl Ul _ 0 a: ~ <{-Cl t- <C ClClz c. \ zw_ w ::; \/ wO:o a: -...J a WUl- <C 0 a:o:::l e a: a: owOO w '"-Za: Z e :x: wOw <C >- a: 0 .... CDCiiz Ul ..J <( 0 - Ul a: .... a: a 1'0 j-J Z <( m <{::<t- w w W /' I::<Z ::; ..J :x: UlOO ::; () .... ('i:'>\ UlO::< a .... :1: I->a: () Z ~I--<t: a: ~ >-zI a: CD::l . ~ c.. is en CD Os: a w w en 00 > W ...J _ ~ :x: a: ...J'"-a: a: .... e ...J00 a w r? <{oo ..J "- e u. c.. a <C 1-a:...J ~ <{<{"- en IL I O~ W ....00'<1" .... w { Ul W - ~ ..J WII- Z W ~ !!;.-ill ~ \J ..J Ii' ::lCJ::< m ~ OZI- -. <( ~ "- w-o: ~ 0 .... . ~ a:Ul<{ w w '<1"UlQ W ~ :x: (\Jww a: ,a:a .... "-0 :x: Z ;, :---... aoUl I- a <{o a ::; cf 0 -a: t- Z 00 a: a: w 1-0 e a w 0 ow w "- Z Z wa: t: e 0 <{ '=0 ::; w '-J... ;:: Z ::<z .:i .... ;:: i3 :J<{ w W ..J '--.:.. w 0: I-Ul W ..J C. c.. 0 Ow a: .... ::; l-< >- ZI- <C .= a Cl l- I- ::l ::l (,J Z Z ::l~ a ::; w ;:: ::l CD:2: > w 0 60 .!: (,J Z 0 <( w za: <( ..J en 0: -<{ e c.. w w w 00 Z ::; a: :J 300 w <( C. ...Jow Cl W OZI <C z a: 0':::"'1--