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Backup Documents 04/13/2010 Item #16E 716E7 , MEMORANDUM Date: April 23, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Assumption Agreement from Vanus to Gannett Fleming" Contractor: Gannett Fleming, Inc. Enclosed please find a copy, as referenced above (Agenda Item #16E7), which were approved by the Board of County Commissioners on Tuesday, April 13, 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) ITEM NO.: FILE NO.:, y ROUTED TO: DO NOT WRITE ABOVE THIS LINE 16f;7 DATE-,'RECEIVED: REQUEST FOR LEGAL SERVICES Date: April 13, 2010 To: Jeff Klatzkow 7.0 County Attorney's Office From: Diana De Leon, Contract Technician Purchasing Department, Extension 8375 Re: Contract: "Assumption Agreement from Vanus to Gannett Fleming" Contractor: Gannett Fleming, Inc. BACKGROUND OF REQUEST: This Contract was approved by the BCC on April 13, 2010, Agenda Item 16.E.7. This item has been previously submitted a em #10 -PRC -015 6. ACTION REQUESTED: Agreement review and approval. OTHER COMMENTS: Please forward to the Chairman of the 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 q,� MEMORANDUM TO: Ray Carter Risk Management Department FROM: Diana De Leon, Contract Technician Purchasing Department DATE: April 12, 2010 RE: Review Insurance: "Assumption Agreement from Vanus to Gannett Fleming" Contractor: Gannett Fleming, Inc. This Contract was approved by the BCC on April 13, 2010, Agenda Item 16.E.7. Please review the Insurance Certificate for the above referenced contracts. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, will you advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 8375. C: Joanne Markiewicz, Purchasing APR 14 2010 16E? 16F7 mausen_a From: RaymonclCarter Sent: Wednesday, April 14, 2010 4:17 PM To: DeLeonDiana Cc: MarkiewiczJoanne, mausen_g, HerreraSandra Subject: Assumption Agreement from Vanus to Gannett Fleming All, I have approved the certificate(s) of insurance provided by Gannett Fleming, Inc. for the assumption agreement stated above. The agreement will now be forwarded to the county attorney's office for their review. Thank you, Ray ZMU J'Iwrcd CMkte_k 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 Home Contact Us E- Filing Services Previous on List Next on List Return To List Events No Name History Detail by Entity Name Foreign Profit Corporation GANNETT FLEMING, INC. Filina Information Document Number P26734 FEI /EIN Number 251613591 Date Filed 10/30/1989 State DE Status ACTIVE Last Event CORPORATE MERGER Event Date Filed 12/29/1995 Event Effective Date 12/31/1995 Principal Address 207 SENATE AVE CAMP HILL PA 17011 US Changed 05/01/1994 Mailing Address PO BOX 67100 HARRISBURG PA 17106 US Changed 04/26/2006 Registered Agent Name & Address DOUGHERTY, JOHN V 10751 DEERWOOD PARK BLVD. STE.140 JACKSONVILLE FL 32256 US Name Changed: 05/10/1999 Address Changed: 09 /17/2004 Officer /Director Detail Name & Address Title PD SCAER, ROBERT M 1620 AIRPORT DRIVE MECHANICSBURG PA 17055 Title CD STOUT, WILLIAM M 220 NORTHGATE DRIVE Page 1 of 3 16E7 Document Searches Forms Help Entity Name Search Submit http: / /www.sunbiz.org /scripts /cordet.exe? action= DIiTFll,& inq_doc_number= P26734 &inq... 3/15/2010 www.sunbiz.org - Department of State CAMP HILL PA 17011 Title VSD ALLEN, CHESTER L 319 CANDLELIGHT DRIVE MECHANICS BURG PA 17055 Title VD KOONTZ, GENE C 813 MICHIGAN AVENUE LEMOYNE PA 17043 Title VT KNEPP, LYNN E 2141 CAREY WAY HUMMELSTOWN PA 17036 Title VD DIVINEY, JOHN G 22 RIDGEWOOD DRIVE MCDONALD PA 15057 Annual Reports Report Year Filed Date 2008 03/25/2008 2009 03/05/2009 2010 02/26/2010 Document Images 02126/2010 ANNUAL REPORT - ViewimageinPDFformat 03/05/2009 ANNUAL REPORT View image in PDF format 03/25 /2008. -- ANNUAL REPORT View image in PDF format 03112/2007 ANNUAL REPORT View image in PDF format f 04/26/2006 -- ANNUAL REPORT View image. in PDF format ' 04/22 /2005 -- ANNUAL REPORT View image. in PDF format ' 09/17/2004 Reg, Agent Change View image in PDF format 05/03/2004__ ANNUAL REPORT_ View image. in PDF format 04/29/2003 --ANNUAL REPORT View image. in PDF format 05/2212002 --ANNUAL REPORT View image in PDF format 04/3_0/2001. -- ANNUAL REP_ ORT_ -View image. in PDF format 05/15/2000 ANNUAL. REPORT View image in PDF format 05/10/1999._ Reg. Agent Change View image in PDF format 03/03/1999 - ANNUAL REPORT View image in PDF format 05/04/1998 -- ANNUAL REPORT View image in PDF format 1 02/14/1997 ANNUAL REPORT View image in PDF format 05101/1996 ANNUAL REPORT View image in PDF format 05/01 /1995.-- ANNUAL REPORT View image in PDF format Note: This is not official record. See documents if question or conflict. Page 2 of 3 16EI7 http: / /www. sunbiz.org /scripts /cordet.exe ?action =DETFI L &inq_doc_number= P26734 &inq... 3/15/2010 www.sunbiz.org - Department of State Previous on List Events Next on List No Name History Return. To List i Home i Contact us I Document Searches I F- Fllinq Services i Forms I Help I Ccpviight and Privacy Policies Copyright © 2007 State of Florida, Department of State. Page 3 of 3 16E? Entity Name Search Submit http: / /www.sunbiz.org /scripts /cordet.exe? action = DETFIL &inq_doc_numbet— P26734 &inq... 3/15/2010 16E? Lbv7u*r-r 09 -5262 wl✓"iA5 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 16E? 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 -z 16E7 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 16E? 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 1E7 (1) Commercial General Liability Insurance, written on an 'occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $300,000 Products /Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products /Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 x General Aggregate $2,000,000 Products /Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $2,000,000 Each Occurrence $2,000,000 Fire Damage $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. 'This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self - insured retentions shall be the sole responsibility of C -5 16E? 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 SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Applicable x Not Applicable (6) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Applicable x Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? x Yes No C -6 16E 7 (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 16E7 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 -s 16E7 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 -s 16E7 (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. b. C. d. e. f. 9- The date the professional liability insurance renews. Current policy limits. Current deductibles/self-insured retention. Current underwriter. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. Cost of professional insurance as a percent of revenue. Affirmation that the design firm will complete a timely project errors and omissions application. 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. 16E7 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into as ofd \ 3 2010, by and between Gannett Fleming, Inc. ("Gannett Fleming ") , and Co Tier County, a political subdivision of the State of Florida ( "County "). WHEREAS, on July 25, 2006, the Collier County Board of County Commissioners entered into Contract 06 -3980 "Annual Contract for Traffic Engineering Consultant Services" with Vanus Engineering Evolution, Inc. ( "Vanus ") (attached hereto as Exhibit A); and WHEREAS, on September 29, 2009, the County entered into Contract 09 -5229 "Consultant Services for Collier County Signal Retiming Project" with Vanus (attached hereto as Exhibit B); and WHEREAS, on March 9, 2010, the County entered into Contract 09 -5262 "County Wide Engineering Services - Civil - Transportation Planning (CI =TRPE) and Civil- Transportation Traffic (CI- Traf)" with Vanus (attached hereto as Exhibit C); and WHEREAS, Gannett Fleming hereby represents to Collier County that by virtue of an asset purchase agreement, Gannett Fleming is the successor in interest to Vanus in relation to these three Agreements; and WHEREAS, the parties wish to formalize Gannett Fleming's assumption of rights and obligations under these three Agreements, effective as of the date first above written. NOW THEREFORE, in consideration of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. Gannett Fleming accepts and assumes all rights, duties, benefits, and obligations of the Consultant under the attached Agreements, including all existing and future obligations to pay and perform under these Agreements. 2. Gannett Fleming will promptly deliver to County evidence of insurance consistent with these Agreements. 3. Except as expressly stated, no further supplements to, or modifications of, these Agreements are contemplated by the parties. to: 4. Notice required under these Agreements to be sent to Consultant shall be directed CONSULTANT: Gannett Fleming, Inc. P.O. Box 67100 Harrisburg, PA 17106 Attention: Robert M. Scaer, President 16E7 5. The County hereby consents to Gannett Fleming assumption of the Agreements. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Gannett Fleming as the Consultant for all purposes under the Agreement. IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. FOR COLLIER COUNTY: aT T: I3b� IGI T E.`Bk&K, Clerk Imam y 419n8ture 0(1#1 FOR Gannett Fleming, Inc.: B Robtrf M. Scaer, President Date: Approved al tcjfdrm and legal sufficiency: Jeff BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA w- C -��y Fred W. Coyle, Chairman ' Date: 2 t, yL.Ut Assistant SeCretffy Item # r ggenda q 3 ( D Date Date a°i LO Recd( A� I* CERTIFICATE OF LIABILITY INSURANCE 1/30/20 DA'YYY) 3/30/2010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Gunn- Mowery, LLC P. O. BOX 900 Camp Hill PA 17001 -0900 CONTACT NAME: PHONE FAX A/C No E,d : - - A/C No : - - EWAIL ADDRESS: PRODUCER CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # EACH OCCURRENCE INSURED INSURER A: Discover Pro pt & Casualty 36463 INSURER B: Everest National Insurance CO. 10120 Gannett Fleming Inc P. O. Box 67100 Harrisburg PA 17106-7100 INSURERC: MED EXP(Any one person) INSURER D: CLAIMS -MADE .00CUR INSURER E: INSURER F: PERSONAL B ADV INJURY I`nvODACPC CPOTIPICATP NIIMRPR• GRGp RL19n HinVINIUN NUMtlCH: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TYPEOFINSURANCE ADDLSUBR POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY "P MMIDONY W LIMITS A GENERAL LIABILITY Y Y D262L00106 2/1/2010 2/1/2011 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE PREMISES RENTED $ 1,000,000 MED EXP(Any one person) $10,000 CLAIMS -MADE .00CUR PERSONAL B ADV INJURY $1,000,000 GENERALAGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 $ POLICY X PRO- LOC JECT A AUTOMOBILE LIABILITY Y Y D262A00072 2/1/2010 2/1/2011 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X BODILY INJURY (Per person) $ ANY AUTO X BODILY INJURY (Per accident) $ ALL OWNED AUTOS X PROPERTY DAMAGE (Per accidentl $ SCHEDULED AUTOS HIRED AUTOS X X $ NON -OWNED AUTOS D UMBRELLA LIAB X OCCUR Y Y IICB000277101 2/1/2010 2/1/2011 EACH OCCURRENCE $2,000,000 X AGGREGATE $2,000,000 EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ X $ RETENTION $0 • WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORJPARTNDED? CUTIVE Y❑ Y D262WOO1D3 2/1/2010 2/1/2011 X WCSTATU- OTH- E.L. EACH ACCIDENT $500,000 E.L. DISEASE - EA EMPLOYEE $500,000 (Mandatory InN R EXCLUDED? (Mantlalory In NH) NIA EL .DISEASE - POLICY LIMIT 1 $500,000 If yes, describe under DESCRIPTION OF OPERATIONS below • when required by signed contract Y Y D262L00106 2/1/2010 2/1/2011 Blanket Additional Insured Waiver of Subro applies Primacy applies DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ANach ACORD 101, Additional Remarks Schedule, If more space Is required) 1009 -0- 0010003 Contract # 09 -5262 County Wide Engineering Services. Collier County Government is considered as an Additional Insured for General, Automobile and Excess Liability as their interest may appear. XCU applies. Primacy applies. The Umbrella policy follows form over the underlying General Liability, Automobile Liability and Workers Compensation policies. LVanus - SLS 02] LMR:ulaL9_Il3 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 4350 WEST CYPRESS STREET SUITE 340 TAMPA FL 33607 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988 -2009 ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD reserved. _ 16E7 A °® CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 041`0iz 0 PRODUCER 877- 945 -7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Willie of Pennsylvania, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 26 Century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. O. Box 305191 Nashville, TN 37230 -5191 INSURERS AFFORDING COVERAGE NAIC# INSURED Gannett Fleming, Inc. INSURERA: New Hampshire Insurance Company 23841 -002 PO Box 67100 INSURER B; Harrisburg, PA 17106 -7100 — - - - - -- INSURER D: rr)VFDA!$mB 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 L. OD' NSR TYPE OF INSURANCE POLICYNUMBER POLICYEFFECTIVE DATE MWDD POLKYEXPIRATION DATE MM/DDIYYYY LIMITS GENERAL LIABILITY EACHOCCURRENCE $ PREMISES Eao¢Tur�nce $ COMMERCIAL GENERAL LIABILITY CLAIMS MADE D OCCUR MED EXP(Any one person) $ PERSONAL &ADV INJURY Is GENERALAGGREGATE $ GEN'L AGGREGATE LIM IT APPLI ES PER: PRODUCTS - COMP /OP AGG $ POLICY JECT LOG AUTOMOBILE LIABILITY ANYAUTO COMBINEDSINGLE LIMIT (Eaaccident) $ BODILY INJURY (Perperson) $ ALL OWNED AUTOS SCHEDULEDAUTOS BODILY INJURY (Perenddent) $ HIREDAUTOS NON - OWNEDAUTOS PROPERTY DAMAGE (Peraccidern) $ GARAGELIABILITY AUTO ONLY- EAACCIDENT $ BOTHER THAN EAACC $ ANYAUTO $ AUTOONLY: AGG / UMBRELLA LIABILITY EACH OCCURRENCE $ I�EXCESS OCCUR CLAIMS MADE AGGREGATE $ $ $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE WOSTATU- OTH- TORY LIMITS ER _ E . EACH ACCIDENT OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.LDISEASE- EAEMPLOYEE $ If yes, describe under SPECIAL PROVISIONS below E. L. DISEASE -POLICY LIMIT $ A OTHER X21456764 4 1 2010 -47-17 2011 Professional Liability $1,000,000 Each Claim $1,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES/ EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Re: 1009 -0- 0010003 Contract No. 09 -5262 County Wide Engineering Services. [Vanus - SLS /02]. Collier County Attn: Contract Administration 3301 E. 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. ACORD25(2009101) Coll:2977814 Tpl:1067862 Cert:14032519 © 1988 -2009 ACORD CORPORATION. Al I rights reserved. The ACORD name and logo are registered marks of ACORD 16E7 1 Contract 06 -3980 Annual Contract for Traffic Engineering Consultant Services FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 25�h day of July, 2006, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY' or "OWNER ") and Vanus Engineering Evolution, Inc., authorized to do business in the State of Florida, whose business address is 4350 West Cypress Street, Suite 340, Tampa, FL 33607 (hereinafter referred to as the "CONSULTANT'). WITNESS ET H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT Traffic Engineering services expeditiously when a need arises in connection with a Collier County construction 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 Traffic 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. A -1� ^ n 16E71 - 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 Traffic Engineering services (hereinafter the "Services ") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment 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 to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $90,000 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 $500,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 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. A -2 16E7 - 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 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 A -3 16E7 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, PE as its Principal in Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 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 A -4 16E7 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 CONSULTANT Traffic 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. 1.8 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 A -5 16E7 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 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 authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Administrative Procedures in effect at the time such services are authorized. 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 A -6 16E7 _ 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. If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, and 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 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 A -7 I . 16E7 (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. A -8 16E7 ARTICLE 4 TIME 4.1 Attached to each Work Order shall be a computer generated bar graph 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 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. •� 16E7 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. A -10 16E7 ARTICLE 5 COMPENSATION 1. 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 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 shall 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. 5.2.1 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. A -11 16E7 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. 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. 5.2.2.2 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. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 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. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. A -12 16E7 I 5.4 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. 5.5 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 A -13 i6E7 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. 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 A -14 16E7 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. A -15 16E7 , 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, 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. r_Sr 16E7 i - 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. 9.3.6 All insurance policies to be provided by CONSULTANT pursuant to the terms hereof must expressly state that the the exclusive venue for any action concerning any matter under those policies shall be in the appropriate court situated in Collier County, Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. A -17 16E7 '- 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 terms this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the A -18 16E7 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. A -19 16E7'1 -' 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. A -20 16E7 � 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. A -21 16E71 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. A -22 16E7-1- 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. A -23 16E7 .N - ARTICLE 14 CONFLICT OF INTEREST #I 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 A -24 16E7 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 Engineering Evolution, Inc. 4350 West Cypress Street, Suite 340, Tampa, FL 33607 Telephone: 813 -831 -8870 Fax: 813- 831 -9375 Attn: Jay H.L. Calhoun, PE 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. A -25 16E7 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 A -26 16E7) 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 A -27 16E71 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. A -28 16E7 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Annual Contract for Traffic Engineering Consultant Services the day and year first written above. ATTEST: Dwi t': B lerk B Dad: Attest• a -to Gala f mn s J'-Slgaaedee 00 V Approved as to form and legal su ^ Assistant untx4fforney C40-4,L- Witness -- BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By Frank Halas, Chairman Vanus Enaineerina Evolution. Inc. d /b /a VANUS, Inc. i V �q - 1 Cat-hip T._ McKenzie, Dir. of Administration Jay H. L. Calhoun, PE, President Typed Na a and Ti Typed Name and Title Witness Sara E. Olney, PE. Vice President - ITS Typed Name and Title A -29 Item # c69— ! SCHEDULE A WORK ORDER # Agreement for title of contract, Dated: , 200 (RFP /Bid 00 -0000) This Work Order is for professional describe services for work known as: Project Name: Project No: 16E7 s The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: • Task - * 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 County will compensate the Firm in accordance with the following method(s): Negotiated Lump Sum Lump Sum Plus Reimbursable Costs Time & Material (established hourly rate — Schedule A) 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 Schedule "A" of the original Contract Agreement. APPROVED BY: APPROVED BY: .ffr Department Director, Department Name Division Administrator, Division ACCEPTED BY: Company name Date Signature of Authorized Company Officer Date Type or Print Name and Title A -30 Date Date I6EZ SCHEDULE B RATE SCHEDULE 06 -3980 Annual Contract for Traffic Engineering Consultant Services Principal $188.00 Project Manager $150.00 Senior Planner $142.00 Senior Transportation Designer $ 95.00 Senior Technologist $150.00 Transportation Designer $ 78.00 Planner /Engineer $105.00 Senior Technician $ 90.00 Technician $ 69.00 3 Person Field Crew $155.00 2 Person Field Crew $125.00 Administrative Assistant $ 60.00 Clerical $ 48.00 This list is not intended to be all inclusive. Hourly rate fees for other categories of professional, support and other services shall be mutually negotiated by the County and firm on a project by project basis as needed END OF SCHEDULE B TPA#1971265.5 Fixed Tenn PSA B -1 YYY ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID 1 )ATE (MM /D -' /06 VANUS -1 08/0 06 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Mynatt Insurance Agency, Inc. 2901 W. Busch Blvd., Ste. 1010 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. NSR TYPEOFINSURANCE Tampa FL 33618 -4525 Phone: 813-932-5511 Fax:813- 931 -4459 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: USF &G GENERAL LIABILITY INSURER B: St. Paul Guardian Ins. Co. Vanua Engineeri E Evolution, Inc. ngg a VANUS INSURER C: American Zurich Ins. Company PREMISES Eaoccurence) INSURER D: A 4350 W. Cypress St. , Ste.340 Tampa FL 3333 6 INSURER E: BK01263255 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 TYPEOFINSURANCE POLICY NUMBER DATE MWDD/YY DATE MM /DD N LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 PREMISES Eaoccurence) S 1,000,000 A X X COMMERCIAL GENERAL LIABILITY BK01263255 12/02/05 12102106 MED EXP (Any one Person) $ 10,000 CLAIMS MADE X] OCCUR PERSONAL SADVINJURY $ 1,000,000 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $2,000,000 X I POLICY PRO JECT LOC X AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMB (Ea accident) $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULEDAUTOS BKO1263255 12/02/05 12/02/06 BODILY INJURY (Per accident) S A X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) S GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S OTHER THAN EAACC $ ANY AUTO S AUTO ONLY: AGG EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE 5 OCCUR F-1 CLAIMS MADE S S DEDUCTIBLE $ RETENTION S WORKERS COMPENSATION AND X TORY LIMITS I I ER E.L. EACH ACCIDENT I$1,000,000 B EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICER/MEMBEREXCLUDED? BW02196280 05/01/06 05/01/07 E.L. DISEASE - EA EMPLOYEE $ 1, 000, 000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT 1 51,000,000 OTHER C Professional EOC937394003 05/05/06 05/05/07 Ea. Claim 1,000,000 Liability Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS Contract 06 -3980 - Annual Contract for Traffic Engineering Consultant Services. Collier County Government is named as Additional Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION ACORD 25 Collier County Government I DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Attn: Contract Administration NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL Purchasing Department IMPOSE NO OBLIGATION OR LIABILITY ANY KIND UPON THE INSURER, ITS AGENTS OR 3301 E Tamiami Trail Naples FL 34112 AUTHORIZED REPRESENT AUTHORED REPRESENT 7NE James Connor 2001108) ©ACORD CORPORATION 1988 16E7 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 properly executed Certificates of insurance (3 copies) 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 contain a provision that coverages afforded under the policies will not be canceled or C-1 16E7 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 Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 16E7 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 thirty (30) calendar days prior to the date of their expiration. Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement 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 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: C -3 7 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 (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 C -4 16E7 Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $300,000 Products /Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products /Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 X General Aggregate $1,000,000 Products /Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self- insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self - insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or its designee. C -5 16E7 (3) The OWNER shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable (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 (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: C -6 E7 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 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 C -7 E7 (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. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, 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 C -8 16E7 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. (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. [we 16E7 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 -to 16E7 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Vanus Engineering Evolution, 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 Annual Contract for Traffic Engineering Services are accurate, complete and current as of the time of contracting. Venus Engineering Evolution, Inc. d /b /a VANUS, Inc. BY: Jay H.•• L.11Calhoun, PE TITLE: President DATE: D -1 16E7 Contract # 09 -5229 Consultant Services for Collier County Signal Retiming Project Local Agency Program (LAP) Funded PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this day of 200 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER ") and Vanus, Inc., authorized to do business in the State of Florida, whose business address is 4350 West Cypress Street, Suite 340, Tampa, FL 33607 (hereinafter referred to as the "CONSULTANT'). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Consulting Engineering services of the CONSULTANT concerning Consultant Services for Collier County Traffic Signal Retiming Project (hereinafter referred to as the "Project "), said services being more fully described in Schedule A, "Scope of Services ", which is attached hereto and incorporated herein; and WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 16E7 ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting services in all phases of the Project to which this Agreement applies. 1.2 The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation ", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and /or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Jay H.L. Calhoun, a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating 2 7 to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 3 I 16E7 1.7.1 The County 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 County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and /or items necessary to correct the deficiencies directly related to the Consultant's non - performance whether or not the County obtained substitute performance. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real -Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. 4 16E7" ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 5 16E7 2.1. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for OWNER'S use. 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 6 16E7 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; 16E7 (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after 8 16E 7,�-1 commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be 9 16E7. deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation ", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ( "Project Documents "). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 10 16E7 ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 16�7 7 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self - insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self - insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 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. 12 16E7� ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. 13 i E7 Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub - subconsultants or sub - subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other 14 16E7 codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12. 1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. 15 16E7 12.5. The OWNER shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty -five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 16 16E7 ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. IRA 16E7 ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Building H 3301 Tamiami Trail East Naples, Fl. 34112 Attention: Stephen Y. Carnell, Purchasing /General Services 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: Vanus, Inc. 4350 West Cypress Street, Suite 340, Tampa, FL 33607 Telephone: 813- 831 -8870 Attn: Jay H.L. Calhoun Fax: 813- 831 -9375 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. 18 16E7 ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. ills 16E7 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is 20 .1-6,F;7 executed, CONSULTANT shall sign and deliver to OWNER the Truth -In- Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision - making authority and 21 16E7 i by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seg. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 22 16E7 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Consultant Services for Collier County Signal Retiming Project the day and year first written above. ATTEST.:,". to C Attest as to -� signature only trsa 1 S Approved as to form and I a suffi ' ncy. L County Attorney i>P Maki COQ q Witness V01114GC".1- Witness 23 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Donna Fiala, Chairman Vanus, Inc. By: L) Jay H.L. Calhoun, PE / President Typed Name and Title hem � -- Agendaq Date Date Recd Depu er 16E?-4 SCHEDULE A SCOPE OF SERVICES COLLIER COUNTY TRAFFIC SIGNAL RETIMING PROJECT I. GENERAL REQUIREMENTS The purpose of this contract is to provide Collier County Traffic Operations with professional services for conducting needed traffic signal retiming studies for arterials. A major objective is to obtain study results as expeditiously as possible while maintaining a high degree of thoroughness and professionalism. For the purpose of this contract, the following definitions apply: • A traffic control timing pattern is a set of cycle lengths, splits, and offsets for an arterial system. • An arterial is a group of signalized intersections which are coordinated to provide progression of traffic flow along the arterial. • A section is any portion of a traffic control system which can be controlled by a single set of timing parameters. SYNCHRO analysis shall be used with the following restrictions: The CONSULTANT shall determine minimum and maximum cycle lengths and increments between cycle lengths to be analyzed and approved by Collier County Traffic Operations. Average free speed or travel time shall be recommended by the CONSULTANT and approved by Collier County Traffic Operations. A. Executive Summary The report for each study type shall contain an executive summary providing a general overview of the contents of the report and general comments about the location, purpose, findings, conclusions and recommendations. B. Sealing of Reports All study type reports and copies submitted to Collier County Traffic Operations shall be signed and sealed by a Florida Registered Professional Engineer. C. Data Files The CONSULTANT shall submit all input data electronically with a summary of the Data Files indicating the program, intersection and arterial names. The electronic files shall be submitted in a program approved by Collier County Traffic Operations. The CONSULTANT shall also submit paper copies of all count data. II. INDEX OF STUDY A. Project Inventory Each section contains the following signalized intersections on a single or connecting arterial maintained by Collier County or the City of Naples: Section 21 Consists of the following 8 signalized intersections on 2 connecting arterials maintained by the City of Naples: 1. 9th Street North (U.S. 41) at 7th Avenue North 2. 9th Street North (U.S. 41) at 4th Avenue North 3. 9th Street South (U.S. 41) at Central Avenue 4. 9th Street South (U.S. 41) at 3rd Avenue South 5. 5th Avenue South / U.S. 41 at 9th Street South / U.S. 41) 6. 5th Avenue South (U.S. 41) at 10th Street South 7. 5th Avenue South (U.S. 41 at Goodlette -Frank Road South 8. 5th Avenue South (U.S. 41 at River Point Drive A -1 16E7 , Section 24 Consists of the following 2 signalized intersections on a single arterial maintained by the City of Naples: 1. 5th Avenue South (U.S. 41) at Davis Blvd. 2. Tamiami Trail East (U.S: 41) at Commercial Drive / Palm Street Section 27 Consists of the following 11 signalized intersections on a single arterial maintained by the City of Naples: 1. 9th Street North (U.S. 41) at Fleischmann Blvd. / Orchid Dr. 2. 9th Street North (U.S. 41) at Golden Gate Parkway 3. 9th Street North (U.S. 41) at 22nd Avenue North 4. 9th Street South (U.S. 41) at 3rd Avenue South / Mooring Line Drive 5. 9th Street North (U.S. 41) at 26th Avenue North 6. 9th Street North (U.S. 41) at Harbour Drive 7. Tamiami Trail North (U.S. 41) at Ohio Drive / Anchor Rode Drive 8. Tamiami Trail North (U.S. 41) at Cypress Woods Drive / Park Shore Drive 9. Tamiami Trail North (U.S. 41) at Old Trail Drive / Shady Rest Lane 10.Tamiami Trail North (U.S. 41) at Morningside Drive 11.Tamiami Trail North (U.S. 41) at Granada Blvd. / Neapolitan Way Section 30 Consists of the following 3 signalized intersections on a single arterial maintained by Collier County: 1. U.S. 41 at Old U.S. 41 2. U.S. 41 at Wiggins Pass 3. U.S. 41 at Imperial Section 40 Consists of the following 4 signalized intersections on a single arterial maintained by Collier County: 1. U.S. 41 at Immokalee Rd. 2. U.S. 41 at 991h Ave N. 3. U.S. 41 at 91ST Ave N. 4. U.S. 41 at Vanderbilt Beach Rd. Section 42 Consists of the following 2 signalized intersections on a single arterial maintained by Collier County: 1. U.S. 41 at Pine Ridge Rd. 2. U.S. 41 at Pelican Bay South Section 80 Consists of the following 4 signalized intersections on 2 connecting arterials maintained by Collier County: 1. Collier Blvd. (S.R. 951) at Manatee Rd. 2. Collier Blvd. (S. R. 951) at Trail Ridge Rd. 3. U.S. 41 at Collier Blvd. (C.R. 951 / S.R. 951) 3. U.S. 41 at Price St. / Triangle Blvd. Ill. DESCRIPTION OF STUDY A. Study Type: System Analysis Purpose: This study involves the analysis of two or more signalized intersections in a system in order to develop in- Season and off - Season signal timing plans to provide coordination and minimize vehicle delay. IV. DESCRIPTION OF TASKS This section describes the work required in each task and the task product(s). A -2 16E7 A. DATA COLLECTION: All Data Collection (Part A) tasks and Analysis (Part B) tasks required for a study type ana location listed in the authorization shall be submitted to Collier County Traffic Operations for review and approval. Task 1: Aanroach Counts - Seven (7) Da The CONSULTANT shall collect approach counts for a period of at least seven (7) consecutive days for each direction of travel. Count data shall be recorded by automatic devices furnished by the Consultant. The approach counts will be used to determine the operating time periods for each timing pattern developed for each arterial. The CONSULTANT shall determine the locations for machine counts, subject to the approval of Collier County Traffic Operations. A seasonal adjustment factor approved by Collier County Traffic Operations shall be required to develop In- Season and Off - Season counts. Task Product The counts shall be submitted in tabular form broken down into direction of travel, days and hours with 15 minute increments and hourly totals. EXCEL shall be used to submit the counts graphically showing the timing pattern intervals. The format for the tables and graphs will need to be approved by Collier County Traffic Operations. The count information and graphs shall be submitted electronically along with two (2) paper copies of the count information. Collier County Traffic Operations Responsibility Collier County Traffic Operations shall provide prompt review and approval of approach count locations and count data. Task 2: Turnina Movement Counts — Three Dav (3) Da The CONSULTANT shall collect and summarize eight (8) hours of fifteen (15) minute turning movement counts for In- Season in the month of January and Off - Season in the month of May at the intersections listed in the authorization, using the procedures contained in the Florida Department of Transportation Manual on Uniform Traffic Studies (MUTS), Chapter III, "Summary of Vehicle Movements ". The counts shall be conducted during the highest 8 hours of the day and include the AM peak, PM peak, and Off -peak periods. The specific time frame for each period shall be determined by the CONSULTANT and approved by the Collier County Traffic Operations. The counts shall include trucks. 1 day count shall be made on a normal Tuesday, Wednesday, or Thursday. 1 day count shall be made on a normal Saturday. 1 day count shall be made on a normal Sunday. Counts shall not be conducted on non - school day, holiday or during special events. A seasonal adjustment factor approved by Collier County Traffic Operations may be required. Pedestrian volume counts shall be included in this task. The pedestrian volume counts shall be done in accordance with Chapter VIII, Pedestrian Volume Count of the MUTS. Pedestrian counts may be included on the turning movement count summary. Task Product The counts shall be submitted in tabular form broken down into each approach with each movement separated out, showing the 8 hours with 15 minute increments and one hour totals. The format for the count data will need to be approved by Collier County Traffic Operations. The count information shall be submitted electronically along with two (2) paper copies of count information. Collier County Traffic Operations Responsibility Collier County Traffic Operations shall provide prompt review and approval of time periods for turning movement counts and pedestrian counts. Task 3: Field Inventory A -3 16f7 Included in this task is an inventory of the following traffic signal control devices and fiela characteristics at all locations listed in the Task Work Order. The inventory shall include the following: - Existing signal and pedestrian phasing The following shall be shown on a condition diagram: - Number of lanes and their usage - Length of turn lanes - Pedestrian crossing distances - Vehicle crossing distances - Posted speed limit for each approach The distance between intersections shall be shown on a straight line diagram. The CONSULTANT shall develop a reporting format for this inventory that shall be approved by Collier County Traffic Operations. The CONSULTANT shall contact Collier County Traffic Operations for information and to make arrangements for access to all equipment cabinets. Task Product Three (3) copies of the field inventory diagrams. Collier County Traffic Operations Responsibility Collier County Traffic Operations shall provide prompt review and approval of the inventory procedure and forms. B. ANALYSIS: Task 4: Intersection Analysis The CONSULTANT shall use the latest Collier County approved version of SYNCHRO to run the existing conditions. Note: The SYNCHRO run of the existing conditions must be an accurate representation of the existing conditions. SimTraffic shall be used to verify that the SYNCHRO run is an accurate reflection of the existing conditions (ex: when run in SimTraffic queue length should reflect the queue lengths observed in the field). The results of the SYNCHRO analysis shall be submitted to Collier County Traffic Operations for review and approval. Task Product Electronic submittal of the existing conditions, draft and final SYNCHRO files. Collier County Traffic Operations Responsibility Provide prompt review and approval of the intersection analysis. Task 5: Arterial Analysis The latest Collier County approved version of SYNCHRO shall be used to determine the optimal phasing, cycle length and splits. Engineering judgment should always be used in correlation with the software. TS /PP -Draft (Time - Space /Platoon Progression Diagram Generator) shall be used by the CONSULTANT to refine the offsets from the time -space diagrams generated by SYNCHRO. The A -4 16E7 bandwidths, speeds, direction of travel, intersection names and offsets shall be shown on each time - space diagram developed in TS /PP -Draft. The CONSULTANT shall develop a minimum of Four (4) In- Season and Four (4) Off - Season Weekday and Four (4) In- Season and Four (4) Off - Season Weekend traffic control timing patterns for each section listed in the "Index of Study" which shall include AM Peak, Midday Peak, PM Peak, and Off Peak patterns. The plots of the volume summary information gathered in Tasks 1 shall be used to graphically indicate the time of day operation for each pattern in a section. The results of the SYCHRO analysis and TS /PP -Draft time -space diagrams shall be submitted to the Collier County Traffic Operations as Draft Timing Plans for review and approval. Task Product The CONSULTANT shall submit the draft and final SYNCHRO and TSPPD runs electronically. They shall also provide three (3) paper copies of the final TSPPD runs for each of the timing patterns. Collier County Traffic Operations Responsibility Provide prompt review and approval of analyses. Task 6: Controller Timings The CONSULTANT shall develop and furnish three (3) paper copies of the final controller timings for all of the intersections listed in the authorization. They shall also submit this information electronically. Timing parameters to be developed per phase are as follows: Actuated Signals - Minimum Green (Initial) - Extension Interval - Max I - Yellow Clearance (not less than 3.0 seconds) - Red Clearance - Pedestrian Walk (if applicable) - Pedestrian Clearance (if applicable) - Time of Day pattern - Splits - Offsets (referenced to beginning of first coordinated phase green) - Cycle Lengths Task Product Coordination settings that can be implemented on the existing signal system. Controller timings that can be implemented on the existing signal system. Collier County Traffic Operations approved Timing Sheets. Three (3) signed and sealed paper copies and electronic submittal. A -5 16E7 EXHIBIT B: Local Agency Program (LAP) Requirements RFP REQUIRED SUBMISSIONS The Consultant shall submit the following forms and certifications provided in Exhibit C: 1. Consultant Affidavit 2. Certification Regarding Debarment (Form 375- 030 -32) 3. Truth -In- Negotiation Certification (Form 375 - 030 -30) 4. Certification for Disclosure of Lobbying Activities (Form 375- 030 -33) 5. DBE Participation Statement (Form 375 - 030 -21) 6. Bid Opportunity List (Form 375 - 040 -62) Certification Regarding Debarment shall be executed by an officer of the firm, associates or corporation submitting the proposal, and shall be sworn to before a person who is authorized by law to administer oaths. Truth -In- Negotiations Certification shall be executed by an officer of the firm, associates or corporation submitting the proposal, and shall be sworn to before a person who is authorized by law to administer oaths. Certification for Disclosure of Lobbying Activities shall be submitted by the proposed Prime Consultant and Sub - consultants. If a Standard Form -LL has previously been submitted to a government agency and there has been no material change, a copy of the previous submission is sufficient. DBE Participation Statement shall be completed even if the Consultant does not intend to utilize a DBE firm. The County encourages DBE firms to compete for County professional services projects, and also encourages non - DBE consultants to use DBE firms as sub - consultants. However, use of DBE sub - consultants is not mandatory and no preference points will be given in the selection process for DBE participation. Consultants are required indicate their intention regarding DBE participation in the DBE Participation Statement contained in Exhibit C to this Request for Proposal and to submit that statement with their technical proposal. Bid Opportunity List Federal law requires states to maintain a database of all firms that are participating or attempting to participate in DOT - assisted contracts. To assist the County in this endeavor, consultants are requested to submit the Bidder's Opportunity List contained in Exhibit C to this Request for Proposal with their technical proposal. The list should include yourself as well as any prospective sub - consultant that you contacted or who has contacted you regarding this project. However, any firm previously shown on such a list need not be included. TERMS FOR FEDERAL AID CONTRACTS: The following terms apply to all contracts in which services involve the expenditure of federal funds: A. It is understood and agreed that all rights of the Department relating to inspection, review, approval, patents, copyrights, and audit of the work, tracing, plans specifications, maps data, and coast records relating to this Agreement shall also be reserved and held by authorized representatives of the United States of America. B. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval of U.S.D.O.T., anything to the contrary in this Agreement notwithstanding. M 16f7 C. Compliance with Regulations: The Consultant shall comply with the regulations of the U.S. Department of Transportation relative to nondiscrimination in federally- assisted programs of the U.S. Department of Transportation (Title 49, Code of Federal Regulation "CFR ", Part 21, hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of the contract. D. Nondiscrimination: The Consultant, with regard to the work performed by him after award and prior to completion of the contract work, will not discriminate on the grounds of race, color, religion, sex or national origin in the selection and retention of subcontractors, including procurements of material, and leases of equipment. The consultant will not participate either directly or indirectly in the discrimination prohibited by 49 CFR Section 21.5 of the program set forth in Appendix B of the Regulations. E. SOLICITATIONS FOR SUBCONTRACTS, INCLUDING PROCUREMENTS OF MATERIALS AND EQUIPMENT: In all solicitations made by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials and leases of equipment, each potential subcontractor, supplier or lessor shall be notified by a consultant of the consultant's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, color religion, sex or national origin. E. INFORMATION AND REPORTS: The Consultant will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Department or U.S. Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall certify to the Department, or the U.S. Department of Transportation, as appropriate, and shall set forth what efforts it has made to obtain the information. G. SANCTIONS OF NONCOMPLIANCE: In the event of the Consultant's noncompliance with the nondiscrimination provisions of this contract, the State of Florida Department of Transportation shall impose such contract sanctions as it or the U.S. Department of Transportation may determine to be appropriate, including but not limited to, 1. Withholding of payments to the Consultant under the contract until the Consultant complies and /or 2. Cancellation, termination or suspensions of the Contract, in whole or in part. H. INCORPORATION OR PROVISIONS: The Consultant will include the provisions of Paragraph A through H in every subcontract, including procurements of materials and leases of equipment unless exempt by the Regulations, order, or instructions issued pursuant thereto. The Consultant will take such action with respect to any subcontract or procurement as the State of Florida Department of Transportation or the U.S. Department of Transportation may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that, in the event a Consultant becomes involved in, or is threatened with litigation with a subcontractor or supplier as a result of such direction, the Consultant may request the State to enter into such litigation to protect the interests of the State, and, in addition, the Consultant may request the United Stated to enter into such litigation to protect the interests of the United States. I. INTEREST OF MEMBERS OF CONGRESS: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising there from. J. INTEREST OF PUBLIC OFFICIALS: No member, officer, or employee of the public body or of a local public body during his tenure or for one year thereafter shall be any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States, and public corporations, boards, and commissions established under the laws of any State. K. PARTICIPATION BY MINORITY BUSINESS ENTERPRISES: The Consultant shall agree to abide by statements in Paragraph (1) and (2) which follow. These statements shall be included in all subsequent agreements between the Consultant and any Sub - consultant or contractor. 1. "Policy: It is the policy of the Department of Transportation that minority business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of B_2 16E7 contracts financed in whole or in part with Federal funds under this agreement Consequently, the MBE requirements of 49 CFR Part 23 applies to this agreement. "MBE OBLIGATION: The recipient or its contractor agrees to ensure that minority business enterprises, as defined in 49 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal Funds provided under this agreement In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts finance in whole or in part with Federal funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT - assisted contracts." L. It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect to any facts related to the project(s) described in this Agreement is a violation of the Federal Law. Accordingly, Unites States Code, Title 18, Section 1020, is herby incorporated by reference and made a part of this Agreement. M. It is understood and agreed that if the Consultant at any time learns that the certification it provided the Department in compliance with 49 CFR, Section 23.51, was erroneous when submitted or has become erroneous by reason changed circumstances, the Consultant shall provide immediate written notice to the Department. It is further agreed that the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered Transaction" as set forth in 49 CFR, Section 29.510, shall be included by the Consultant in all lower tier covered transactions and in all aforementioned federal regulation. N. The Department herby certifies that neither the consultant nor the consultant's representative have been required by the Department, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract, to 1. Employ or retain, or agree to employ or retain, any firm or person, or 2. Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; The Department further acknowledges that this agreement will be furnished to a federal agency, in connection with this contract involving participation of Federal -Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. O. The Consultant hereby certified that it has not: 1. Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for the above contractor) to solicit or secure this contract; 2. Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this contract; or 3. Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for the above contractor) any fee contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contract. The consultant further acknowledges that this agreement will be furnished to the State of Florida Department of Transportation and a federal agency in connection with this contract involving participation of Federal -Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. B -3 16E7 EXHIBIT A - Forms (Provided Under Separate File) Submit Monthly: Subcontractor DBE Payment Report Design Consultant B -4 16E7 SCHEDULE B BASIS OF COMPENSATION LUMP SUM 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice a progress report reflecting the Project design and construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then- authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed to the attention of Eugene Calvert, P.E., 2885 South Horseshoe Drive, Naples, FL 34104 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make the lump sum payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until all services associated with any such line item have been completed to OWNER'S reasonable satisfaction. Activity DESCRIPTION OF SERVICES NOT TO PAYMENT SCHEDULE EXCEED AMOUNT: A. Data Collection $209,678.00 Monthly - Lump Sum Not to Exceed B. Analysis $26,740.00 Monthly — Lump Sum Not to Exceed C. Final, Field and Status Reports - $15,982.00 Monthly — Lump Sum Not to (1 /month); Meetings (3 Meetings), Exceed and Project Record and Files D. Reimbursables $17,136.30 Time and Materials — Not to Exceed TOTAL FEE Total Items 1 -4 $269.536.30 B.2.2. The fees noted in Section 2.1. shall constitute the lump sum amount of two hundred sixty nine thousand five thirty six dollars and thirty cents Dollars ($269,536.30) to be paid to CONSULTANT for the performance of the Basic Services. B.2.3. For Additional Services provided pursuant to Article 2 of the Agreement, if any, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the a -s 16E7 provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without OWNER'S prior written approval. B.2.4. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out -of- pocket expenses incurred in the performance of all such services. B.2.5 Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. 13.3.3 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. 8.3.4.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark -up by the CONSULTANT, and shall consist only of the following items: B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B -6 16E7 8.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from /to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project. B.3.4.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.4.1.5 Expense of models for the County's use. B.3.4.1.6 Other items on request and approved in writing by the OWNER. B.3.4.2 Should a conflict exist between the dollar amounts set forth in Section 112.061, F.S., and the Agreement, the terms of the Agreement shall prevail. B-7 16E7 SCHEDULE B BASIS OF COMPENSATION ATTACHMENT A Task A — Data Collection: Lump Sum Not to Exceed: $209,678.00 Approach Counts (7 Day) — 14 Locations 8 — hour TMCs — 36 Counts Field Inventory 8 — hour TMC —122 counts (to be performed by Crossroads) 7 — day Bi- directional Counts —14 locations (to be performed by Adams) 8 — hour TMC — 46 counts (Adams) Task B — Analysis Lump Sum Not to Exceed: $26,740.00 Intersection Analysis Arterial Analysis — Peak and Off -peak Controller Timings — Peak and Off -peak Task C — Reports: Lump Sum Not to Exceed: $15,982.00 Final, Field and Status Reports — (1 /month) Meetings (3 Meetings) Project Records and Files Task D — Reimbursables Time and Materials Estimate: $17,136.30 Expenses including copies, Travel expenses outside of Lee and Collier Counties Total: B -8 $269,536.30 SCHEDULE B ATTACHMENT B RATE SCHEDULE Chief Engineer Project Manager Engineer Intern Senior Engineer Technician Senior Technician Designer Technician Secretary/Clerical TMC Observer END OF SCHEDULE B RE $200 /hr $155 /hr $ 80 /hr $ 95 /hr $ 56 /hr $ 60 /hr $ 45 /hr $ 52 /hr $ 29/h r 16E7 16E7 SCHEDULE C PROJECT MILESTONE SCHEDULE CONSTRUCTION IMPROVEMENT TIMELINE Task A - Data Collection Task B —Analysis Task C - Final, Field and Status Reports, Meetings (3 Meetings), Project Record and Files Task D — Reimbursables C -1 330 days from NTP 330 days from NTP 330 days from NTP Concurrent with Tasks A - C or as needed 16E7 SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self- insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self - insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in D -I 16E7 the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Project. (6) The acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required 'hereunder or termination of the Agreement, the D -2 16E7 CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida- The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee X $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (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 U -3 16E7 (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an `occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $300,000 Products /Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products /Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 X General Aggregate $2,000,000 Products /Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $2,000,000 Each Occurrence $2,000,000 Fire Damage $ 50,000 D -4 16E7 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self- insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self- insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his /her designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable (7) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No D -s 16E7 (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non -owned or hired vehicle with limits of not less than: Bodily Injury & Property Damage - $ 500,000 X Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: $ 500,000 each claim and in the aggregate $1,000,000 each claim and in the aggregate X $2,000,000 each claim and in the aggregate D -6 $5,000,000 each claim and in the aggregate 16E7 (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty - four (24) hours after receipt, of any notices of expiration, cancellation, non - renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20 %) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and D -7 6E7 OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project - specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self- insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. C. Current deductibles /self- insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D D-s 16E7 SCHEDULE E 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 -5229 Consultant Services for Collier County Signal Retiming Project are accurate, complete and current as of the time of contracting. Vanus, Inc. BY: Jay H.L. 61houn, PE TITLE: President DATE: September 2, 2009 E -1 16E7 SCHEDULE F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Employee Employee Classification Jay Calhoun Chief Engineer Vicki Castro Project Manager Robert Skaggs Senior Engineer Phuc Duong Engineer Damien Rose Engineering Intern Diana Albarracin Engineering Intern Bob Casey Designer Kevin Pollard Designer Todd Patton Engineering Technician Kevin Ryan Senior Technician Kolleen Snapp Technician Aid Colleen Hull Secretary/Clerical Karen Dawley Secretary/Clerical F- I Percent of Time on Project 5% 50% 10% 5% 10% 5% 25% 75% 5% 5% 5% 5% 5% 16E7 - OP ID ACORD CERTIFICATE OF LIABILITY INSURANCE VAN KP ANUS -1 DATE(MM/DD/YY _ 09/02/09 9 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Mynatt Insurance Agency, Inc. 1316 W. Busch Blvd HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PDATE MNUDDM) LIMITS Tampa FL 33612 Phone:813- 932 -5511 Fax:813- 931 -4459 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Travelers Inds ity Cnnp=y EACH OCCURRENCE $1,000,000 INSURER B: Zurich American Ins. Coapany 105 5 INSURER C: S 5,000 VANUS , Inc. INSURER D: 4350 W. Gress St. , Ste.340 Tampa FL 33607 INSURER E: 132,000,000 GEML AGGREGATE LIMIT APPLIES PER X POLICY I JECT LOC rnVPRAGFS 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. INOK LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MM/FDD/YYY)E PDATE MNUDDM) LIMITS A X GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE F-X] OCCUR •I6806715L003TCT08 12/02/08 12/02/09 EACH OCCURRENCE $1,000,000 PREMISES (Ea occurence ) S 1, 000, 000 MED EXP (Any one person) S 5,000 PERSONAL&AOV INJURY $ 1, 000, 000 GENERAL AGGREGATE 132,000,000 GEML AGGREGATE LIMIT APPLIES PER X POLICY I JECT LOC PRODUCTS - COMP /OP AGG 1$2,000,000 A A X AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS BA5637L59409SEL 16806715LO03TCT08 08/01/09 12/02/08 08/01/10 12/02/09 COMBINED SINGLE LIMIT (Ea accident) ; $ 1, 000, 000 X BODILY INJURY (Per person) � S X BODILY INJURY (Per accident) $ X PROPERTY (PeraccidenDAMAGE $ 1 GARAGE LIABILITY I ANY AUTO I AUTO ONLY - EA ACCIDENT $ OTHER THAN IA ACC AUTO ONLY: AGG $ S • EXCESS/UMBRELLA LIABILITY i X OCCUR CLAIMS MADE ISFCUP8381Y597IND08 El DEDUCTIBLE RETENTION S 12/02/08 12/02/09 EACH OCCURRENCE s2,000,000 AGGREGATE s2,000,000 $ Is S • WORKERS COMPENSATION AND EMPLOYERS'LIABILITY ANY PROPRIETORPARTNER/EXECUTNE OFFICER/MEMBER EXCLUDED? It yes, describe under SPECIAL PROVISIONS below IDTAI3UB0904T38809 05/01/09 05/01/10 X I TORY LIMITS ER E.L. EACH ACCIDENT S 1, 000, 000 E.L. DISEASE - EA EMPLOYE S 1, 0 0 0 , 0 0 0 EL DISEASE - POLICY LIMIT ! 5 1 0 0 0 , 0 0 0 r !B OTHER Professional Liability I EOC937394006 05/05/09 ; 05/05/101 Ea. Claim 1,000,000 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT SPECIAL PROVISIONS Certificate holder is additional insured re: Contract #09 -5229 Consultant Services for Collier County Signal Retiming Project VANUS No. 2090105 CERTIFICATE HOLDER CANCELLATION COLL0 0 3 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 Attn : Contract Administration NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Purchasing Department IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR 3301 E Tamiami Trail East Naples FL 34112 REPRESENT AT ES. - ACORD 25 (2001108) © ACORD CORPORATION 1988 16E7 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 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 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 "). 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 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 16E7 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 16E7 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 16E7 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. F1 16E7 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) r1 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 16E7 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; E 16E7 (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 E 16E7 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 16E7 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 16E7 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 16E7 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 fp e 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 16E7 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 �tl , 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: 11.1 16E7 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.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: 17 16E7 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 16E7 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 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 E 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 16E7 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 16E7 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 RA .6E shall CONSULTANT be entitled to payment for Services not performed or any of er 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 L? E 7 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 16E7 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. P&I 16E? 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 16E7 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 16E7 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 16E 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. Q1, ME 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 „Brocl,,Clerk By ©� o C . Approve8°a3YdQ6 and County Attorney \AtifnFss Karen Dawley /Adman Assistant pe "eTT m Title N-e- Witness Colleen Clune /Pro_ject Coordinator Typed Name and Title ME BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: �"�- W. Fred Coyle, Chairman VANUS, Inc. By: \k�.O � Jay H.L. Calhoun, PE /President Typed Name and Title 16E7 SCHEDULE A WORK ORDER Agreement for Collier County Engineering Services, Dated 20 (RFP /Bid 09 -5262- Civil- Transportation Planning (CI -TRPI-) 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 - • 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 $ 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: APPROVED BY: APPROVED BY: name and title Department Director, Department Name Division Administrator, Division ACCEPTED BY: Company name Signature of Authorized Company Officer or Print Name and Title A -1 Date Date Date Date 16E 7 Schedule B Contract No: 09 -5262 "County Wide Engineering Services" Standard Hourly Rate Schedule for all disciplines Personnel Category Standard Hourly Rate Principal $195 Senior Project Manager $165 Project Manager $148 Senior Engineer $155 Engineer $119 Senior Inspector $85 Inspector $65 Senior Planner $140 Planner $110 Senior Designer $115 Designer $100 Environmental Specialist $115 Senior GIS Specialist $145 GIS Specialist $100 Clerical $60 Surveyor and Mapper $130 CADD Technician $85 Survey Crew - 2 man $130 Survey Crew - 3 man $160 Survey Crew - 4 man $180 This list is not intended to be all- inclusive. Hourly rate fees for other categories of professional, support and other services shall be mutually negotiated by the County and firm on a project by project basis as needed. 16E7 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 16E7 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 16E7 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 IM] 16E7 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 16E7 (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $300,000 Products /Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products /Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 x General Aggregate $2,000,000 Products /Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $2,000,000 Each Occurrence $2,000,000 Fire Damage $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. 'This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self- insured retentions shall be the sole responsibility of C -5 1 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 SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Applicable x Not Applicable (6) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Applicable x Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? x Yes No M 16E7 (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 16E71 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 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. W 16E7 16E7 (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. b. C. d. e. The date the professional liability insurance renews. Current policy limits. Current deductibles /self- insured retention. Current underwriter. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. Cost of professional insurance as a percent of revenue. Affirmation that the design firm will complete a timely project errors and omissions application. 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. 16E7 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 -6262 "County Wide Engineering Services" are accurate, complete and current as of the time of contracting. VANUS, Inc. BY: CL t J, £ J Calhouu , n, PE TITLE: President D -1 16E7 DATE (MM XB ACORD. CERTIFICATE OF LIABILITY INSURANCE OPvANDS -ID 1 02/24/10 PRODUCER THIS CERTIFICATE 13 ISSUED AS A MATTER OF INFORMATION Mynatt Insurance Agency, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1316 W. Busch Blvd ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Tampa FL 33612 OAT M LIMITS Phone: 813- 932 -5511 Fax:813- 931 -4459 INSURERS AFFORDING COVERAGE NAICA INSURED INSURMA: Yroelen and ®icy Ca®my INSURER B: ■vzioh Auezlam Tne. Ca�my $1,000,000 A INSURER C: X COMMFRCALGENERAL LABILITY CLAIMS MADE OCCUR VANDS, Inycp. T350aWPLC336U7e St.,Ste.340 Tampa INSURER D: pREMLSE$ Ea «cure w E: MED EXP(Any one pen.) $5,000 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTIHSTANDING 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, OCCLUSIONS AND CONOITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED By PAID CLAIMS LTR NSR TYPE OF INSURANCE POLICY NUMBER DA MM/DD OAT M LIMITS GENERAL LIABILITY EACH OCCURRENCE $1,000,000 A X X COMMFRCALGENERAL LABILITY CLAIMS MADE OCCUR 1680671SLO03TCT09 12/02/09 12/02/10 pREMLSE$ Ea «cure w i 1, D00, 000 MED EXP(Any one pen.) $5,000 PERSONAL b ADV INJURY $1,000,000 GENERAL AGGREGATE 32,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP ADD 52,000,000 X7 POLICY Ej LOC A X ALROMOSILE LABILITY ANY AUTO BA5637LS9409SEL 08/01/09 08/01/10 COMBINED SINGLE LIMB (a ecdd.t) 51,000,000 X ALLOWNEDAUTOa SCHEDULED AUTOS I680671SLO03TCT09 12/02/09 12/02/10 BODILY INJURY (Per Pe ) $ BODILY INJURY (Per ecddenU S A X X HIREDAUTOS NON -0WINEO Al1TO3 PROPERTY DAMAGE (Pw ecdd.0 S GARAGE LIAWLITY AUTO ONLY - EA ACCIDENT S ANYAUTO EA ACC OTHER THAN AUTO ONLY: AGO S i A EXCESSIUMSRELLA LABILITY FX7 OCCUR OCLAIMSMADE ISFCUP838IY5971ND09 12/02/09 12/02/10 EACH OCCURRENCE $2,000,000 AGGREGATE 52,000,000 S DEDUCTIBLE s RETENTION S S A WORKERS COMPENSATION AND EMPLOYERS' LABILITY ANY PROPRIETORIPARTNERIEXECUTNE OFFICFJLMEMBER EXCLUDED? I/yee LPRO Bade, SPECIAL PROVISIONS bNaw IDTARUB0904T38809 05/01/09 05/01/10 X TORYLIMR I ER EL EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLO S1,000,000 E.L. DISEASE - POLICY LIMIT 51,000,000 OTHER B Professional EOC937394006 05/05/09 05/05/10 Ea. Claim 1,000,000 Liabilit Aggregate 110001000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I OCCLUSIONS ADDED BY ENDORSEMENT) SPECIAL PROVISIONS Collier County Government is named as Additional Insured Contract No. 09 -5262 County Wide Engineering Services Inca I c Collier County Attn: Contract 3301 E Tamiami Naples FL 34112 COLL003 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIC DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Administration NOTICE TO THE CERTIFlCATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Trail rest IMPOSE NO OBLIGATION OR LIABILITY OF ANY HIND UPON THE INSURER, ITS AGENTS OR