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Backup Documents 07/27-28/2010 Item #16C 2162 MEMORANDUM Date: August 4, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractor: Stearns, Conrad & Schmidt Consulting Engineers, Inc. Enclosed please find an original, as referenced above (Agenda Item #16C2, which were approved by the Board of County Commissioners on Tuesday, July 27, 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.: ROUTED TO: Date: To: From: Re: July 27, 2010 10 - IOR - 4 i lD -1 G DO NOT WRITE ABOVE THIS LINE REQUEST FOR LEGAL SERVICES Office of the County Attorney Attention: Jeff Klatzkow Diana De Leon, Contract Technician Purchasing Department, Extension 8375 16C2 j oUS DATE RECEIVE[ SC±.Qq lwp-813 Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractors: CH2M Hill URS Corporation South R.W. Beck Malcolm Pirnie VSCS Engineers Brown & Caldwell BACKGROUND OF REQUEST: This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.2 V, This item has not been submitted. ACTION REQUESTED: Contracts review and approval. OTHER COMMENTS: Jeff, please forward to the Chairman of the Board of County Commissioners 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: Linda Jackson Best, Solid Waste CHECKLIST FOR R ' V RLS # 1 � 9 E IEWING CONTRACTS Entity Nam 0 m, J4, C U rsu 14..l n's Entity name correct on contra�i� � � Yes No Entity registered with FL Sec. of State? es No Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ yni Products /CompUOp Required $ Personal & Advert Required $ 61 1 Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $ Workers Compensation Each accident Required $ Disease Aggregate Required $ O I` Disease Each Empl Required $� Umbrella Liability Each Occurrence Provided $_ `+ Exp Date 3111 Aggregate Provided $ « , I Exp Date ,� �� t Does Umbrella sufficiently cover any underinsured portion? Yes No Professional Liability Each Occurrence Required $_ \ rY�%I Provided $ Zrn Exp. Date 3311\ Per Aggregate Required $ It i Provided $ « t Exp. Date r . Other Insurance Each Occur Type: �K ,Required $ —�� Provided $ 2 �� Exp Date �3 l County required to be named as rSVi on a l insured? yeS o County named as additional insured? yeS t /o es No 16C2 No ✓ es No Yes No Provided $� Provided $ r, Provided $ \� Provided $ ; \ Provided $ �b17 Provided $� \L Provided $_Arn;\ Provided Provided t Exp. Date Exp. Date Exp. Date / Exp. Date Exp. Date Exp Date 3 1 Exp Date ► 11 Exp Date / Exp Date Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Yes No Yes _�7No Yes No Yes No Yes No Signature Blocks Correct executor name in signature block? es No Correct title of executor? es No Executor authorized to sign for entity? es No Proper number of witnesses /notary? Yes No Authorization for executor to sign, if necessary: Chairman's signature block? es No :; Clerk's attestation signature block? No County Attorney's signature block? Yes No Attachments ,Are all required attachments included? Yes No Reviewer Initials: Date: 3D 10 G4 -COA -01030/22 MEMORANDUM 16C2 TO: Ray Carter Risk Management Department FROM: Diana De Leon, Contract Technician Purchasing Department g p t DATE: July 27, 2010 RE: Review of Insurance for Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractors: CH2M Hill URS Corporation South R.W. Beck Malcolm Pirnie VSCS Engineers Brown & Caldwell This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.2 Please review the Insurance Certificates for the above - referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, please advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 8375. 4 dod DATE RECEIVED C: Linda Jackson Best, Solid Waste JUL 2 8 2010 RISK M►.GEMCNT SmithKristen 16C2 From: RaymondCarter Sent: Thursday, July 29, 2010 10:17 AM To: DeLeonDiana Cc: BestLinda; HerreraSandra; mausen_g; SmithKristen Subject: Contract 10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" All, I have approved the certificate(s) of insurance provided by SCS Engineers for contract 10 -5485. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray RxV"W7Ld 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. w .ww. sunbiz. org - Department of ` e Home Contact Us E- Filing Services Document Searches Previous on List Next on List Return To List No Events No Name History Detail by Entity Name Foreign Profit Corporation STEARNS, CONRAD AND SCHMIDT, CONSULTING ENGINEERS, INC. Filing Information Document Number P17311 FEI /EIN Number 540913440 Date Filed 12/21/1987 State VA Status ACTIV Principal Address 3900 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 Changed 01/27/2005 Mailing Address 3900 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 Changed 01/27/2005 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION FL 33324 US Name Changed: 02/23/2004 Address Changed: 02/23/2004 Officer /Director Detail Name & Address Title C STEARNS, ROBERT P. 13603 MARINA POINTE DRIVE 8405 MARINA DEL REY CA 90292 Title VD CONRAD, EARL T. 11260 ROGER BACON DRIVE RESTON VA Title SV )�C,2 Page 1 of 3 Forms Help Entity Name Search Submit http: / /www.sunbiz.org/ scripts /cordet.exe ?action= DETFIL &inq_doc_ number =P 17311 &inq_... 7/9/2010 w.ww.sunbiz.org - Department of Page 2 of 3 MCLAUGHLIN, MICHAEL W. 11260 ROGER BACON DRIVE RESTON VA 16C Title VPCF JANG, CURTIS 3900 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 -6816 Title P JAMES J. WALSH 2060 READING RO D CINCINNATI OH \ Title V ROSS, DAVID E. 3900 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 Annual Reports Report Year Filed Date 2008 01/29/2008 2009 01/09/2009 2010 01/08/2010 Document Images 01/08/2010 -- ANNUAL REPORT View image in PDF format I 01/09/2009 --ANNUAL REPORT View image in PDF format I 01/29/2008 -- ANNUAL REPORT View image in PDF format 02/12/2007 -- ANNUAL REPORT View image in PDF format 04/17/2006 -- ANNUAL REPORT View image in PDF format I 01/27/2005 -- ANNUAL REPORT View image in PDF format 02/23/2004 -- Reg. Agent Change View image in PDF format '. 02/09/2004 --ANNUAL REPORT View image in PDF format I 01/14/2003 --ANNUAL REPORT View image in PDF format 02/12/2002 -- ANNUAL REPORT View image in PDF format I 01/30/2001 --ANNUAL REPORT View image in PDF format I 01/29/2000 -- ANNUAL REPORT View image in PDF format I 01/23/1999 -- ANNUAL REPORT View image in PDF format 01/21/1998 -- ANNUAL REPORT View image in PDF format 03/04/1997 -- ANNUAL REPORT View image in PDF format I 09/09/1996 -- ANNUAL REPORT View image in PDF format 01/31/1996 --ANNUAL REPORT View image in PDF format 01/20/1995 -- ANNUAL REPORT View image in PDF format 01/20/1995 -- ANNUAL REPORT View image in PDF format Note: This is not official record. See documents if question or conflict. Return To List http: / /www.sunbiz.org/ scripts /cordet.exe ?action = DETFIL &inq_doc_number =P 17311 &inq_... 7/9/2010 www.sunbiz.org - Department of Previous on List Next on List No Events No Name History Page 3 of 3 1602 Entity Name Search Submit Home I Contact us i Document Searches I E- Filing Services i Forms I Help Copvright© and Privacy Policies State of Florida, Department of State http: / / www.sunbiz.org/ scripts /cordet.exe ?action= DETFIL &inq_doc_ number =P 17311 &inq_... 7/9/2010 48 4. 1()C2, Contract # 10 -5485 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 27th -day of July, 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 "COUNTY" or "OWNER ") and Stearns, Conrad and Schmidt Consulting Engineers, Inc. (SCS Engineers), authorized to do business in the State of Florida, whose business address is 3900 Kilroy Airport Way, Suite 100, Long Beach, California 90806 (hereinafter referred to as the "CONSULTANT "). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional Engineering Technical Support and Financial Consulting 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 Engineering Technical Support and Financial Consulting 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 i d� C o NOW, THEREFORE, in consideration of the mutual covenants an p v 2 Intaine'd 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 Engineering, Technical Support and Financial Consulting 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 OWNER'S current administrative. procedures or as amended by OWNER. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in 2 16C2 a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 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, K, 16C2 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 C. Ed Hilton, Jr., P.E., as its Principal in Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. 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 4 16C24 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, Technical Support and Financial Consulting Services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The OWNER reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements 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 9 16C2 sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The OWNER may also deduct or charge the CONSULTANT for services and /or items necessary to correct the deficiencies directly related to the CONSULTANT'S non - performance whether or not the OWNER obtained substitute performance. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. M 16C2 ARTICLE. 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by OWNER through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. ARTICLE 3 16C2 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; �J 16C2 (c) . Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public. enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement 9 16C2 of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 10 16C2 i 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 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. 11 16c2 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. 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. 12 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except 1 or CaJ?oriz'ed reimbursable expenses, incurred by CONSULTANT in the performance of the Services 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. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on 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. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 13 ARTICLE 6 16 C2, OWNERSHIP OF DOCUMENTS 6.1 Upon the completion. or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ( "Project Documents "). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 16C2 i ARTICLE 7 MAINTENANCE OF RECORDS 7.1 . CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one -half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16C2 but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 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. iff 16C2 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 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 17 16C2 the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All. personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable. for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 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 in 16C2 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. 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 19 16C2 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. 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 20 16C2 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 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 21 16C2 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. 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 22 16C2 compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 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 23 16C2 Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of Owner Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing /GS Director Fax: 239 - 732 -0844 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Stearns, Conrad and Schmidt Consulting Engineers, Inc. (SCS Engineers) 4041 Park Oaks Blvd., Suite 100 Tampa, FL 33610 Phone: 813 - 621 -0080; Fax: 813 - 623 -6757 E -Mail: EHilton @SCSEngineers.com Attention: C. Ed Hilton, Jr., PE 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 24 16C2 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. 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 25 16C2 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 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. 26 16C2 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision- making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should 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. 27 16C2 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the OWNER shall have the discretion to unilaterally terminate this agreement immediately. 28 16C2 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Engineering, Technical Support and Financial Consulting Services for Solid Waste" the day and year first written above. ATTE= ,, t;,, ' Bwi t d6rk t Attest. st to fm f vm 411` patws on-f-4 Approved as to form and le uffici ncy. �t County Attorney y Witness . Jean Webb Sr. Office Services Manager ad Na Titl Witness Carrie A. Hatfi d Office Services Manager Typed Name and Title 29 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By. Fred W. Coyle, Chairma Stearns, Conrad and Schmidt Consulting Engineers, Inc (SCS Engineers) By\ James Walsh, P.E., BCEE, President Typed Name and Title Item # Agenda Date 8 (o Recd Deputy Clerk SCHEDULE A WORK ORDER # 16C2 Agreement for "Engineering Technical Support and Financial Consulting Services for Solid Waste ", Dated: , 2010 (RFP 10 -5485) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 2010 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: URS Corporation Southern. Scope of Work: As detailed in the attached proposal and the following: • Task I • Task II • Task III Schedule of Work: Complete work within days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with the following method(s): Negotiated Lump Sum Lump Sum Plus Reimbursable Costs Time & Material (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 1 $ Task II $ Task III $ TOTALFEE $ 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. 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 Type or Print Name and Title A -1 Date Date Date Date SCHEDULE B Contract 10 -5485 $6C2 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" Standard Hourly Rate Schedule 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. B -1 SCHEDULE C 16C2 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 allowed to expire until at least thirty (30) days prior written notice has been given to the C -1 A6,,kr OWNER. CONSULTANT shall also notify OWNER, in a like manner, within (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 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 C -2 16C2 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 (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) X $500,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee C -3 $4,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee 16C2 (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. Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _x Yes (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 C -4 $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 16C2 (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 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 C -5 1602 shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. 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. Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? Yes (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. C -6 i26 C2 2 (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? Yes (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 (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 C -7 16C2 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 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 C -8 16C2 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. C -9 16cp ACORD. CERTIFICATE OF PROPERTY INSURANCE DATE 22110 ' PRODUCER i HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Aon Risk insurance Services West, Inc. CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE LOS Angeles CA office DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 707 Wilshire Boulevard POLICIES BELOW. Suite 2600 LOS Angeles CA 90017 -0460 USA COMPANIES AFFORDING COVERAGE COMPANY Zurich American Ins co PHONE-(866) 283 -7122 FAx- (847) 953 -5390 A INSURED COMPANY SCS Engineers B a 3900 Kilroy Airport Way, suite 100 w Long Beach CA 90806 -6816 USA COM NY C i COMPANY D G C COVERAGES x 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. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE OLICY EXPIRATIO COVERED PROPERTY LIMITS DATE (MM/DD/YY) DATE (MM/DD/YY) A x PROPERTY MCP354829309 03/31/10 03/31/11 BUILDING CAUSES OF LOSS PERSONAL PROPERTY BASIC BUSINESS INCOME w/o F.xtra F..j —,c BROAD EXTRA EXPENSE x SPECIAL BLANKET BUILDING H m EARTHQUAKE BLANKET PERS PROP Lo \D FLOOD BLANKET BLDG & PP t.D M $250,00 X valuable 0 0 $2,50 x valuable ^ INLAND MARINE TYPE OF POLICY CAUSES OF LOSS s, a� 'a NAMED PERILS z OTHER V CRIME i+ TYPE OF POLICY v U BOILER & MACHINERY OTHER LOCATION OF PREMISES \ DESCRIPTION OF PROPERTY Master Agreement 90000003.09; Contract #10 -5485; Engineering, Technical Su support and Financial Consulting # services for Solid waste. SPECIAL CONDITIONS /OTHER COVERAGES valuable Papers & Records: valuable Papers & Records �t Carrier: Zurich American Ins. Co. CERTIFICATE HOLDER CANCELLATION F' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 'FHE Col 1 i er County EXPIRATION DATE THEREOF THE ISSUING COMPANY WILL ENDEAVOR TO MAIL Attn : Dianna Perryman 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NANIED TO THE LEFT, 7 3301 Tami ami Trai 1 East, Bldg. G BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY Naples FL 34112 USA OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE �c ACORD 24 (119S) n ACORD CORPORATION 1995 ®� 16C2 Attachment to ACORD Certificate for SCS Engineers The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED SCS Enqineers 3900 Kilroy Airport way, Suite 100 Long Beach CA 90806 -6816 USA COMPANY COMPANY COMPANY COMPANIES AFFORDING COVERAGE If a policy below does not include limit information, refer to the corresponding policy on the ACORD ADDITIONAL POLICIES certificate form for policy limits. Co Policy Eff. Policy Type of Insurance Policy Number Limits Ltr Date Expir. LOCATION OF PREMISES \ DESCRIPTION OF PROPERTY SPECIAL CONDITIONS / OTHER COVERAGES Term: 3/31/10 - 3/31/11 Policy #MCP354829309 Limit: $250,000 Certificate Number : 570039666631 16C2 °® CERTIFICATE OF LIABILITY INSURANCE DATE 07% 2/2010Y) PRODUCER Aon Risk Insurance Services west, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY LOS Angeles CA Office AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 707 wi 1 shire Boulevard CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE Suite 2600 COVERAGE AFFORDED BY THE POLICIES BELOW. LOS Angeles CA 90017 -0460 USA PHONE -(866) 283 -7122 FAX-(847) 953 -5390 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Zurich American Ins Co 16535 SCS Engineers INSURER B: steadfast Insurance Company 26387 3900 Kilroy Airport way, suite 100 Long Beach CA 90806 -6816 USA INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 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. LIMITS SHOWN ARE AS REQUESTED INSR ADD' LTR INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE(MM /DD/YYYY DATE(MM /DD /YYYY) B ,ENERAL LIABILITY GPL596611102 03/31/2010 03/31/2011 EACH OCCURRENCE $2,000,000 COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $100, 000 CLAIMS MADE OCCUR N PREMISES (Ea occurrence) ® MED EXP Any one person) PERSONAL &ADV INJURY $1,000,000 ❑ GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 ❑ POLICY X❑ PRO- F-1 LOC JECT A AUTOMOBILE [- ]ABILITY BAP 80 44 405 16 03/31/2010 03/31/2011 COMBINED SINGLE LWIT X ANY AUTO (Ea a idew) $2,000,000 X ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS ( Per person) X HIRED AUTOS BODILY INJURY X NON OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO H OTHER THAN EA ACC AUTO ONLY AGG 6 EXCESS / UMBRELLA LIABILITY SEo804440616 03/31/2010 03/31/2011 EACH OCCURRENCE , MOCCUR ❑ CLAIMS MADE AGGREGATE $10,000,000 BDEDUCTIBLE RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/ PARTNER/ EXECUTIVE tPT1 wC44 1 1 X WC SRY LTATU- TOIMITS OTFI- BR E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1, 000, 000 OFFICER/MEMBER EXCLUDED? (Mandatory in NII) E.L. DISEASE - POLICY LIMIT _ $1,000,000 If yes, describe under SPECIAL PROVISIONS below B OTHER E8A- ProfLi abPri GPL596611102 Professional Liability 03/31/2010 11 Each Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Master Agreement 90000003.09; Contract #10 -5485; Engineering, Technical support and Financial Consulting services for Solid waste. Collier County Govt. is included as Additional Insured as respects to General Liability and Automobile Liability policies as required by written contract. Severability of interest and XCU Coverage are - V Iru^, u ^C7 I.. u 'LS 0 �r 00 Cr) rn O O n O z O cd u CC •t u U CERTIFICATE HOLDER rANrFT.r.ATrnN A Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Attn: Dianna Perryman DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3301 Tami ami Trai 1 East, Bldg. G 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Naples FL 34112 USA BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE n, ✓Lc7fc�i�.uitd�uss Jctvav � ACORD 25 (2009/01) ©1988 -2009 ACORD CORPORATION. All rights reserve The ACORRD name and loco are registered marks of ACORD Attachment to ACORD Certificate for SCS Engineers 16C2 The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED SCS Engineers 3900 Kilroy Airport way, suite 100 Long Beach CA 90806 -6816 USA INSURER INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LTR ADD'L INSRD TYPE OF INSURANCE POLICY NUMBER POLICY DESCRIPTION POLICY EFFECTIVE DATE POLICY EXPIRATION DATE LIMITS DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS included under the General Liability olicy. waiver of subrogation applies as required by written contract. The insurance provided shall be primary and any other insurance maintained by the Additional Insured is excess and non - contributory. see attached STF- ESP -101 -B Cw (01/05) , CA 20 01 03 06, STF -ESP -136 -A cw (10 /01), wC 00 03 13 endt. Certificate No : 570039666628 INSURED 16C2 SCS Engineers 3900 Kilroy Airport Way, Suite 100 Long Beach CA 90806 -6816 USA STF- ESP -101 -B CW (01/05) Additional insured - Automatic - owners, Lessees Or ZURICH Contractors - Board Form COVERAGE PART ONE - COMMERCIAL GENERAL LIABILITY Policy NO. Eff Date of Pol. EXp. Date of Pol. Eff. Date Of End. GPL 59 66 111 -02 03/31/2010 03/31/2011 03/31/2009 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: Environmental services Package Policy In consideration of the payment of premium and the Deductible by you and in reliance upon the statements in the Application made a part hereof, we agree with you, subject to terms, exclusions and conditions of the policy and with respect to COVERAGE PART ONE - COMMERCIAL GENERAL LIABILITY and the coverage provided by this endorsement 1. Who is an Insured (section I) in the COMMON POLICY PROVISIONS is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agree -ment. 2. The insurance provided to additional insureds applies only to "bodily injury ", "property damage" or "personal and advertis -ing injury" covered under COVERAGE PART ONE - COMMERCIAL GENERAL LIABILITY COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY and COVERAGE B, PERSONAL AND ADVERTISING INJURY LIABILITY, but only if: a. The "bodily injury" or "property damage" results from your negligence; and b. The "bodily injury ", "property damage" or "personal and advertising injury" results directly from: 1. Your ongoing operations; or 2. "Your work" completed as included in the "products- completed operations hazard ", performed for the additional in- sured, which is the subject of the written contract or written agreement. 3. However, regardless of the provisions of paragraphs 1. and 2. above: c. we will not extend any insurance coverage to any additional insured person or organization: Certificate No : 570039666628 16C2 INSURED SCS Engineers 3900 Kilroy Airport Way, Suite 100 Long Beach CA 90806 -6816 USA STF -ESP -101 -B CW (01/05) 1. That is not provided to you in this policy; or 2. That is any broader coverage than you are required to provide to the additional insured person or organization in the written contract or written agreement; and b. we will not provide Limits of Insurance to any additional insured person or organization that exceed the lower of: 1. The Limits of Insurance provided to you in this policy; or 2. The Limits of Insurance you are required to provide in the written contract or written agreement 4. The insurance provided to the additional insured does not apply to "bodily injury ", "property damage" or "personal and advertising injury" that results solely from negligence of the additional insured. 5. The additional insured must see to it that: a. we are notified as soon as practicable of an "occurrence" or offense that may result in a claim; b. we receive written notice of a claim or "suit" as soon as practicable; and C. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured also has rights as an insured or additional insured. 6. The insurance provided by this endorsement is primary insurance and we will not seek contributions from any other in- surance available to the person or organization shown in the schedule unless the other insurance is provided by a con - tractor other than you for the same operations and job location. Then we will share with that other insurance by the method described in paragraph 8.c. of Conditions (section V.) in the COMMON COVERAGE PROVISIONS. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED STF- ESP -101 -B CW (01/05) Certificate No : 570039666628 INSURED SCS Engineers 3900 Kilroy Airport way, Suite 100 Long Beach CA 90806 -6816 USA CA 20 01 03 06 COMMERCIAL AUTO CA 20 01 03 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM with respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: SCS Engineers SCHEDULE 16C2 Insurance Company: Zurich American Insurance Company Policy No.: BAP804440516 Named Insured: SCS Engineers Address: 3900 Kilroy Airport way, suite 100, Long beach, CA 90806 Additional Insured (Lessor): AS REQUIRED BY THOSE ENTITIES WITH WHOM THE NAMED INSURED EXECUTES A WRITTEN CONTRACT PRIOR TO LOSS. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Coverage 1. AnX "leased auto" designated or described in the Schedule will be considered a covered "auto' you own and not a covered "auto" you hire or borrow. 2. For a "leased auto" designated or described in the schedule, who Is An Insured is changed to include as an "insured" the lessor named in the schedule. However, the lessor is an "insured" onit for "bodily injury" or :property damage" resulting from the acts or omissions by: a. You b. Any of your "employees" or agents: or C. Any person, except the lessor or any "em ployee" or agent of the lessor, operating a "leased auto" with the permission of any of the above 3. The coverages provided under this endorsement apply to any "leased auto" described in the schedule until the expiration date shown in the schedule, or when the lessor or his or her agent takes possession of the "leased auto" whichever occurs first. Certificate No : 570039666628 16C2 INSURED SCS Engineers 3900 Kilroy Airport way, Suite 100 Long Beach CA 90806 -6816 USA CA 20 01 03 06 B. Loss Payable Clause 1. we will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a "leased auto ". 2. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. CA 20 01 03 06 ISO Properties, Inc., 2000 Certificate No : 570039666628 16C2 INSURED SCS Engineers 3900 Kilroy Airport way, Suite 100 Long Beach CA 90806 -6816 USA STF- ESP -136 -A CW (10 /01) waiver of Transfer of Rights of Recovery Against ZURICH others to us - Scheduled Person or organization THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: Environmental services Package Policy COVERAGE PART ONE - COMMERCIAL GENERAL LIABILITY COVERAGE PART TWO - CONTRACTORS POLLUTION LIABILITY COVERAGE PART THREE - PROFESSIONAL LIABILITY In consideration of the payment of premium and the Deductible by you and in reliance upon the statements in the Application made a part hereof, we agree with you, subject to terms, exclusions and conditions of the policy and with respect to coverage parts indicated above Conditions (Section V.) of the COMMON COVERAGE PROVISIONS, Condition 14. Subrogation is amended by the addition of the following: we waiver any right of recovery we may have against the person or organization shown in the schedule below because of pay -ments we make under this policy. SCHEDULE Blanket as required by written contract executed and effective before the performance of the service as shown on the application. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. STF - ESP -136 -A CW (10 /01) Page 1 of 1 Certificate \o : 570039666628 16C2 INSURED SCS Engineers 3900 Kilroy Airport way, Suite 100 Long Beach CA 90806 -6816 USA WC 00 03 13 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4 -84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy #: WC543484106 we have the right to recover our payments from anyone liable for an injury covered by this policy. we will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the schedule. Schedule 1. ANY PRINCIPAL FOR WHOM THE INSURED IS OPERATING UNDER W WRITTEN CONTRACT WHEN SUCH CONTRACT REQUIRES A WAIVER OF SUBROGATION. 2. ANY PRINCIPAL FOR WHOM THE INSURED HAS COMMENCED OPERATIONS UNDER A LETTER OF INTENT OR WORK ORDER PENDING A WRITTEN CONTRACT AND WHOSE CUSTOMARY CONTRACTS REQUIRE A WAIVER OF SUBROGATION. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated Zurich American insurance Company WC 124 (4 -84) we 00 03 13 Copyright 1983 National Council on Compensation Insurance. Certificate No : 570039666628 16C2 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Stearns, Conrad and Schmidt Consulting Engineers, Inc. (SCS Engineers) 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 Engineering Technical Support and Financial Consulting Services for Solid Waste" are accurate, complete and current as of the time of contracting. Stearns, Conrad and Schmidt Consulting Engineers, Inc. (SCS Engineers) R BY:`'7 James J. Walsh, P.E., BCEE TITLE: President DATE: July 20, 2010 D -1 16C MEMORANDUM Date: August 4, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractor: URS Corporation South Enclosed please find an original, as referenced above (Agenda Item #16C2, which were approved by the Board of County Commissioners on Tuesday, July 27, 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.: ROUTED TO: 16021 DATE RECEI . [DV 1 DO NOT WRITE ABOVE THIS LINE REQUEST FOR LEGAL SERVICES Date: July 27, 2010 To: Office n Attorney ce o t h e County Attention: Jeff Klatzkow ��1)b From: Diana De Leon, Contract Technician Purchasing Department, Extension 8375 Re: Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department' Contractors: CH2M Hill URS Corporation South R.W. Beck Malcolm Pirnie SCS Engineers Brown & Caldwell BACKGROUND OF REQUEST: This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.2 This item has not been submitted. ACTION REQUESTED: Contracts review and approval. OTHER COMMENTS: Jeff, please forward to the Chairman of the Board of County Commissioners 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: Linda Jackson Best, Solid Waste JN *X\ RLS # CHECKLIST FOR REVIEWING CONTRACTS Entity Name: 5�s �-�; on Ah ern 16C2 Entity name correct on contract? Vess No Entity registered with FL Sec. of State? No Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ Products /Compl/Op Required $ Personal & Advert Required $ Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $ Workers Compensation O Each accident Required $ Disease Aggregate Required $_�� Disease Each Empl Required $ Umbrella Liability �— Yes No YYe No No Yes No Provided $� Provided $ << ' Provided $ + Provided Provided Provided Provided Provided $ 1 Provided $::7'_::__ Exp. Date Exp. Date _T Exp. Date Exp. Date Exp. Date Exp Date _�s l y I l Exp Date ± I't I 11 Exp, Date V l 1 Exp Date Each Occurrence Provided $ Exp Date Aggregate Provided $ Exp Date Does Umbrella sufficiently cover any underinsured portion? Yes No Professional Liability Each Occurrence Required $ \M\\- Provided $ `YVN, Al Exp. Date J Per Aggregate Required $- 1 Provided $L Exp. Date of i Other Insurance Each Occur Type: Required $ Provided $ Exp Date County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? s No Yes No Yes ��o Yes l/ No Yes No Yes No Yes No Signature Blocks / Correct executor name in signature block? ttt/// No Correct title of executor ?e No Executor authorized to sign for entity? es No Proper number of witnesses /notary? YP No Authorization for executor to sign, if necessary: SQ Chairman's signature block? N o Clerk's attestation signature block? es No County Attorney's signature block? Yes ENo Attachments Are all required attachments included? Yes No Reviewer Initials: �y/� Date: U 04-C11- */J 1621 MEMORANDUM TO: Ray Carter Risk Management Department FROM: Diana De Leon, Contract Technician Purchasing Department DATE: July 27, 2010 RE: Review of Insurance for Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractors: CH2M Hill ✓ URS Corporation South R.W. Beck Malcolm Pirnie SCS Engineers Brown & Caldwell This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.2 Please review the Insurance Certificates for the above - referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, please advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 8375. ... • f y C: Linda Jackson Best, Solid Waste JUL 2 8 2010 RISK WjW-jExW lbCZ4 SmithKristen From: RaymondCarter Sent: Thursday, July 29, 2010 1:32 PM To: DeLeonDiana Cc: BestLinda; mausen_g; SmithKristen; HerreraSandra Subject: Contract 10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" All, I have approved the certificate(s) of insurance provided by URS Corporation South for contract 10 -5485. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray Manager Risk Finance Office 239 - 252 -8839 Cell 239 - 821 -9370 Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. URS CORPORATION SOUTHERN CERTIFICATE OF SECRETARY EXTRACT of resolutions adopted by unanimous written consent of the Board of Directors of URS Corporation Southern, a California corporation (the "Corporation "), dated as of January 1, 2010: Appointment of Officers 16C2 RESOLVED, that the following persons be and they hereby are appointed officers of the Corporation, to hold the respective office(s) set forth beside their names until their successors are duly elected and qualified and that any officer previously appointed and not named herein is hereby deemed to be removed: Carlos Garcia Vice President Authority to Execute Documents on Behalf of the Corporation WHEREAS, the conduct of the business of the Corporation is subject to the provisions of the URS Corporation and Subsidiaries Policies and Procedures Manual, as amended from time to time (the "P and P"), which includes provisions concerning persons who may execute and deliver documents on behalf of the Corporation; and WHEREAS, the Board of Directors wishes to clarify any confusion that may arise between the provisions of the P and P and the provisions of the By -Laws of the Corporation or statutes concerning persons who may execute and deliver documents on behalf of the Corporation; it is NOW, THEREFORE, RESOLVED, that, in conjunction with the P and P, each of the following persons (an employee of the Corporation or an affiliate and an officer of the Corporation) be and he or she hereby is authorized, directed and empowered to execute and deliver any and all documents on behalf of the Corporation: Carlos Garcia I, Kristin L. Jones, the undersigned, do hereby certify that I am the Secretary of URS Corporation Southern and that the foregoing is a true and correct copy of the resolutions adopted by the Board of Directors of the Corporation by unanimous written consent dated as of January 1, 2010. I further certify that said resolutions are in conformity with the Certificate of Incorporation and the bylaws of the Corporation. They have not been modified, amended or revoked and are in full force and effect as of the date hereof. Dated this 16"' day of July, 2010 Kristin L. Jones, Secretary ' vAvw.sunbiz.org - Department of S' ', Home Contact Us E- Filing Services Document Searches Previous on List Next on List Return To List Events Name History Detail by Entity Name Foreign Profit Corporation URS CORPORATION SOUTHERN Filing Information Document Number 848780 FEI /EIN Number 592087895 Date Filed 04/09/1981 State CA Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 04/24/2000 Event Effective Date NONE Principal Address 600 MONTGOMERY ST. 25TH FLR. SAN FRANCISCO CA 94111 Changed 01/05/2009 Mailing Address 600 MONTGOMERY ST. 25TH FLR. SAN FRANCISCO CA 94111 Changed 01/05/2009 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION FL 33324 US Name Changed: 12/18/2000 Address Changed: 12/18/2000 Officer /Director Detail Name & Address Title V NARDONE, MICHAEL 7650 CORPORATE CENTER DRIVE, STE 400 MIAMI FL 33126 Title V HENRIQUEZ, STEVEN 61&e2of 3 Forms Help Entity Name Search Submit http://www.sunbiz.org/scripts/cordet.exe?action--DETFIL&inq_doc number=848780&inq_... 7/9/2010 www.sunbiz.org - Department of S4 Page 2 of 3 7650 W. COURTNEY CAMPBELL CAUSEWAY TAMPA FL 33607 -1462 16 Title V - NOPPINGER, STEPHEN 315 EAST ROBINSON ST., SUITE 245 ORLANDO FL 32801 -1975 Title PD JANDEGIAN, GARY 600 MONTGOMERY ST., 25TH FLR. SAN FRANCISCO CA 94111 Title S JONES, KRISTIN L 600 MONTGOMERY STREET 25TH FLOOR SAN FRANCISCO CA 94111 Title V MAYO, JAMES 1625 SUMMIT LAKE DR., SUITE 200 TALLAHASSEE FL 32317 Annual Reports Report Year Filed Date 2008 01/16/2008 2009 01/05/2009 2010 01/04/2010 Document Images 01/04/2010 --ANNUAL REPORT View image in PDF format 01/05/2009 -- ANNUAL REPORT View image in PDF format 01/16/2008 -- ANNUAL REPORT View image 'in PDF format 02/12/2007 -- ANNUAL REPORT View image in PDF format 03/24/2006 -- ANNUAL REPORT View I mage in PDF format 03/23/2005 -- ANNUAL REPORT View image in PDF format I 03/01/2004 -- ANNUAL REPORT View image in PDF format 02/01/2000 -- ANNUAL REPORT 04/27/1999 -- ANNUAL REPORT View image in PDF format ; 12/31/1998 -- ANNUAL REPORT View image in PDF format 10/09/1998 -- Name Change View image in PDF format I 04/03/1998 -- ANNUAL REPORT View image in PDF format 09/26/1997 -- ANNUAL REPORT View image in PDF format I 03/12/1997 -- ANNUAL REPORT View image in PDF format http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc number=848780&inq_... 7/9/2010 w�vw.sunbiz.org - Department of S* 02/12/1997 -- NAME CHANGE View image in PDF format 01/29/1996 -- ANNUAL REPORT View image in PDF format 03/27/1995 -- ANNUAL REPORT View image in PDF format Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List Events Name History i Home I Contact us i Document Searches i E- Filinq Services i Forms i Help i Copvright© and Privacv Policies State of Florida, Department of State Page 3 of 3 16C Entity Name Search Submit http://www. sunbiz.org/ scripts /cordet.exe? action = DETFIL&inq_doc_number= 848780 &inq_... 7/9/2010 Contract # 10 -5485 16C R "Engineering, Technical Support and Financial Consulting Services for Solid Waste" FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 27th day of July, 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 "COUNTY" or "OWNER ") and URS Corporation Southern, authorized to do business in the State of Florida, whose business address is 600 Montgomery Street, 25th Floor, San Francisco, California 94111 (hereinafter referred to as the "CONSULTANT "). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional Engineering Technical Support and Financial Consulting 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 Engineering Technical Support and Financial Consulting 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 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 1 16C21 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 Engineering, Technical Support and Financial Consulting 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 OWNER'S current administrative procedures or as amended by OWNER. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16C24 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 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 3 16C2 governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and /or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Michael J. Nardone, PG, as its Principal in Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors 4 16C2 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, Technical Support and Financial Consulting Services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The OWNER reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements 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 5 16C2 correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The OWNER may also deduct or charge the CONSULTANT for services and /or items necessary to correct the deficiencies directly related to the CONSULTANT'S non - performance whether or not the OWNER obtained substitute performance. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. R ARTICLE 2 16C2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by OWNER through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 16C2 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; 0 16C2 (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement D 1602 of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 10 16C2 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any) 5.2 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. 11 1602 i 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. 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. 12 16C2 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. 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. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on 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. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 13 16C2 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ( "Project Documents "). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 ARTICLE 7 16C2 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one -half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16C2 but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 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. 16 16C2 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 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 17 16C2 the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 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 18 16C2 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. 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 19 16C2 J. 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. 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 20 16C2 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. 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 21 16C2 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. 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 22 16C2 compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 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 23 16C2' Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of Owner Commissioners, Collier CountyFlorida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, Fl. 34112 Attention: Stephen Y. Carnell, Purchasing /GS Director Fax: 239 - 732 -0844 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: URS Corporation Southern 3050 N. Horseshoe Drive #145 Naples, FL 34104 Telephone: 239 - 649 -7208 Fax: 239 - 649 -7216 Attention: Michael J. Nardone, PG, Vice President 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 24 1602 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. 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 25 16C2 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 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. 0 16C2 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should 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. 27 16C2 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the OWNER shall have the discretion to unilaterally terminate this agreement immediately. 28 16C2 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Engineering, Technical Support and Financial Consulting Services for Solid Waste" the day and year first written above. ATTEST: D roc rk Approved as to form and le 77 iciency: ant County Attorney Witness , ytice ,,Za �r os )J. le�. Type,0 Name and Title -- V v to icss, �mi�i �i✓G-tt� . r! Typed Name and Title e 00.Azi14,0 /2 29 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Fred W. Coyle, Chairm URS Corporation Southern By: Typed Name and Title Item # IkA Date Date �� Rec' Depu jerk SCHEDULE A WORK ORDER # 16C2 Agreement for "Engineering Technical Support and Financial Consulting Services for Solid Waste ", Dated: , 2010 (RFP 10 -5485) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 2010 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: URS Corporation Southern. 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 (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 $ Task II $ Task III $ TOTALFEE $ 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. PREPARED BY: name and title APPROVED BY: Department Director, Department Name APPROVED BY: Division Administrator, Division ACCEPTED BY: Company name Signature of Authorized Company Officer Type or Print Name and Title A -1 Date Date Date Date SCHEDULE B Contract 10 -5485 16C2 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" Standard Hourly Rate Schedule 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. B -1 OWNER. CONSULTANT shall also notify WNER in a like manner, within twen -fisur`� 2 fy � Y (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 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 C -2 1602 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 (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) _X $500,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee C -3 16C2 $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. Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _x Yes (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 C -4 $300,000 Products /Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 16C2 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 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 C -5 16C2 shown in subparagraph 1 above if applicable to the completion of the Services under O pp p this Agreement. 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. Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? Yes (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. C -6 6C (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? Yes (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 (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 C -7 16C2 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 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 C -s policies that renew during the term of the project policy). CONSULTANT a reel s t at C2 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. C -9 16C2 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, URS Corporation Southern hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning Engineering Technical Support and Financial Consulting Services for Solid Waste" are accurate, complete and current as of the time of contracting. URS Corporation Southern TIT DATE: Z( 20 O D -1 16C2 A� °® CERTIFICATE OF LIABILITY INSURANCE page 1 of 3 DATE (MMIDD 07/19/2010 PRODUCER 877- 945 -7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Willis Insurance Services of California, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 26 century Blvd ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. O. Box 305191 Nashville, TN 37230 -5191 INSURED URS Corporation Southern 3050 N. Horseshoe Drive, Suite 145 Naples, FL 34104 CAVFROr:FA INSURERS AFFORDING COVERAGE NAIC# INSURERA:National Union Fire Ins Cc of Pittsburgh 19445 -100 INSURERS: Zurich American Insurance Company 16535 -100 INSURERC:Insurance Company of the State of PA 19429 -100 INSURERD:Lloyd's of London & British Companies 15792 -004 INSURERE:Lexington Insurance Company 19437 -000 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 LTR ADD'L NSR TYPE OF INSURANCE POLICY NUMBER POLICYEFFECTNE DATE MMIDDIYYYY POLICY EXPIRATION DATE MM /DDIYYYY LIMITS A X GENERAL LIABILITY GL4376534 5/1/2010 5/1/2011 EACHOCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Eaoccurence $ 11000,000 CLAIMS MADE Fx-1 OCCUR ME D EXP(Any one person) $ 10,000 PERSONAL& ADV INJURY $ 2,000,000 X XCU, BFPD X Contractual Liabilit GENERALAGGREGATE $ 2,000,000 PRODUCTS - COMP /OPAGG $ 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: POLICY X E O LOC B AUTOMOBILE X LIABILITY ANY AUTO BAP938521501 5/1/2010 5/1/2011 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTYDAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY -EA ACCIDENT $ OTHERTHAN EA ACC $ ANY AUTO $ AUTOONLY: AGG EXCESS I UMBRELLA LIABILITY EACHOCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE $ DEDUCTIBLE $ RETENTION $ L, A C AND EMPLOYERS' LIABILITY AND EMPS YERS'LIAILIT ANY PROPRIETOR/PARTNER/EXECUTIVEY] OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yyes, describe under SPECIAL PROVISIONS below WC6988231 WC6988234 WC6988230/WC6988232 1/1/2010 1/1/2010 1/1/2010 1/1/2011 1/l /2011 1/l /2011 X TORYLIMITS OER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 D OTHER PE0801821 PE0801657 5 1 2010 5 1 2011 E Professional Liability 015438088 5/1/2010 5/1/2011 $1,000,000 Each Claim w /Limited Contractual - $1,000,000 Aggregate Claims Made Policy DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES/ EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS Contract #10 -5485 - Engineering, Technical Support & Financial Consulting Services for Solid Waste See Attached SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Collier County Board of County Commissioners REPRESENTATIVES. 3301 Tamiami Trail East AU HORIZEDREPRESENTATI E Naples, FL 34104 ACORD 25 (2009/01) Coll:3073869 Tpl:1123065 Cert:144 677 @ 1988-2009 ACORDICORPORATION. Allriahtsreservpd The ACORD name and logo are registered marks of ACORD 16C2 WI11IS CERTIFICATE OF LIABILITY INSURANCE page 2 of 3 07119/2010 PRODUCER 877 - 945 -7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Willis Insurance Services of California, Inc. 26 century Blvd. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. O. Box 305191 Nashville, TN 37230 -5191 INSURERS AFFORDING COVERAGE NAIC# INSURED URS Corporation Southern INSURERA:National Union Fire Ins Cc of Pittsburgh 19445 -100 3 050 N. Horseshoe Drive, Suite 145 Naples, FL 34104 INSURERB:Zurich American Insurance Company 16535 -100 INSURERC:Insurance Company of the State of PA 19429 -100 INSURERD:Lloyd's of London & British Companies 15792 -004 INSURERE:Lexington Insurance Company 19437 -000 DESCRIPTION OF OPERATIONS /LOCATIONSIVEHICLES /EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS Workers Compensation - Texas Carrier: Illinois National Insurance Co. Policy No.: WC6988236 Effective Dates: 1/1/2010 - 1/1/2011 Statutory Limits: $2,000,000 EL Each Accident $2,000,000 EL Disease - Each Employee $2,000,000 EL Disease - Policy Limit Collier County Board of County Commissioners, 3301 Tamiami Trail East, Naples, FL 34104 is incl as an Additional Insured as respects the General Liability policy, where required by written contract. This insurance is Primary over any similar insurance available to any person or organization we have added to this policy as Additional Insured. Waiver of Subrogation applies in favor of the Additional Insured as respects Workers Compensation, where required by written contract. 1:011:3U/SCby Tp1:1113Ubb Cert:14463677 I P%%,WFcucUkZVVVwiI GO11:SU7Stfb`J Tpl:11Z3065 Cert:14463677 16 C,2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT # This endorsement, effective 12:01 A.M. 5/1/2010 forms a part of Policy No. GL4376534 issued to URS Corporation Southern by National Union Fire Ins Co of Pittsburgh PA ADDITIONAL INSURED- OWNERS, LESSEES, OR CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE NAME OF PERSON OR ORGANIZATION: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS, 3301 TAMIAMI TRAIL EAST, NAPLES, FL 34104 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) A. SECTION II —WHO IS AN INSURED is amended to include as an insured; The person or organization shown in the schedule, but only with respect to liability arising out of your ongoing operations performed for that additional insured. B. With respect to the insurance afforded to these additional insureds, SECTION I - COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. — Exclusions, is amended to include the following additional exclusion; This insurance does not apply to "bodily injury" or "property damage" occurring after: (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or, (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. All other terms and conditions remain unchanged. AUTHORIZED REPRESENTATIVE 97838(4/08) Includes copyrighted material of Insurance Services Office, Inc., with its permission. 16C2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT # This endorsement, effective 12:01 A.M. 5/1/2010 forms a part of Policy No. GL4376534 issued to URS Corporation Southern by National Union Fire Ins Co of Pittsburgh PA ADDITIONAL INSURED- OWNERS, LESSEES, OR CONTRACTORS — COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE 121411101 1110]k&1ff_ 19h1K1J!1:161J4!K012[elit *] �A_A1[915 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS, 3301 TAMIAMI TRAIL EAST, NAPLES, FL 34104 LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS: CONTRACT #10 -5485 - ENGINEERING, TECHNICAL SUPPORT & FINANCIAL CONSULTING SERVICES FOR SOLID WASTE ADDITIONAL PREMIUM: (If No entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) SECTION II — WHO IS AN INSURED is amended to include as an insured; The person or organization shown in the Schedule, but only with respect to liability arising out of "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard ". All other terms and conditions remain unchanged. AUTHORIZED REPRESENTATIVE 97837 (4/08) Includes copyrighted material of Insurance Services Office, Inc., with its permission. 16C2 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. (The following "attaching clause' need be completed only when this endorsement is issued subsequent to preparation of the policy) This endorsement effective 12:01 AM 1/1/2010 forms a part of Policy No.'s: WC6988231, WC6988230, WC6988232 Issued to URS Corporation Southern By Insurance Company of the State of PA Premium Included We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule Collier County Board of County Commissioners, 3301 Tamiami Trail East, Naples, FL 34104 Countersigned by Authorized Representative This form is not applicable in California, New Jersey, or Texas. WC 00 03 13 Copyright 1988 National Council on Compensation Insurance (Ed. 4/84) 16c2 CG25 03 03 97 DESIGNATED CONSTRUCTIONPROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement effective 5/1/2010 12:01 A.M. standard time Policy No. GL4376534 Named Insured Countersigned by URS Corporation Southern SCHEDULE Designated Construction Project(s): (Authorized Representative) Contract #10 -5485 - Engineering, Technical Support & Financial Consulting Services for Solid Waste (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes legally Designated Construction Project General obligated to pay as damages caused by Aggregate Limit for that designated "occurrences" under COVERAGE A (SECTION 1) construction project. Such payments shall not and for all medical expenses caused by accidents reduce the General Aggregate Limit shown in under (COVERAGE C (SECION 1), which can be the Declarations nor shall they reduce any other attributed only to ongoing operations at a single Designated Construction Project General designated construction project shown in the Aggregate Limit for any other designated Schedule above: construction project shown in the Schedule 1. A separate Designated Construction above. Project General Aggregate Limit applies to 4. The limits shown in the Declarations for Each each designated construction project, and Occurrence, Fire Damage and Medical Expense that limit is equal to the amount of the continue to apply. However, instead of being General Aggregate Limit shown in the subject to the General Aggregate Limit shown in Declarations. the Declarations, such limits will be subject to 2. The Designated Construction Project the applicable Designated Construction Project General Aggregate Limit is the most we will General Aggregate Limit. pay for the sum of all damages under B. For all sums which the insured becomes legally COVERAGE A, except damages because of obligated to pay as damages caused by "bodily injury" or "property damage" "occurrences" under COVERAGE A (SECTION 1), included in the "products- completed and for all medical expenses caused by accidents operations hazard," and for medical under COVERAGE C (SECION 1), which cannot be expenses under COVERAGE C regardless attributed only to ongoing operations at a single of the number of: designated construction project shown in the a. Insureds; Schedule above: b. Claims made or "suits" brought; or 1. Any payments made under COVERAGE A for c. Persons or organizations making claims damages or under COVERAGE C for medical or bringing "suits" expenses shall reduce the amount available 3. Any payments made under COVERAGE A under the General Aggregate Limit or the for damages or under COVERAGE C for Products - Completed Operations Aggregate medical expenses shall reduce the Limit, whichever is applicable; and Project General Aggregate Limit. CG 25 03 03 97 Copyright, Insurance Services Office, Inc., 1996 Pagel of 2 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products- completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard" will reduce the Products - Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction 16C2 Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Limits Of Insurance (SECTION III) not otherwise modified by this endorsement shall continue to apply as stipulated. CG 25 03 03 97 Copyright, Insurance Services Office, Inc., 1996 Page 2 of 2 16C2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement, effective 12:01 A.M. 5/1/2010 forms part of Policy No. GL4376534 issued to URS Corporation Southern by National Union Fire Ins Co of Pittsburgh PA PRIMARY COVERAGE FOR SPECIFIED PERSONS OR ORGANIZATIONS NAMED AS ADDITIONAL INSUREDS — ONGOING AND COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following paragraph is added to SECTION II — WHO IS AN INSURED and applies only to persons or organizations we have added to your policy as additional insureds by endorsement to comply with insurance requirements of written contracts relative to: a) the performance of your ongoing operations for the additional insures; or b) "your work" performed for the additional insureds and included in the "products- completed operations hazard: This insurance is primary over any similar insurance available to any person or organization we have added to this policy as an additional insured. However, this insurance is primary over any other similar insurance only if the additional insured is designated as a named insured in the Declarations of the other similar insurance. We will not require contribution of limits from the other similar insurance if the insurance afforded by this endorsement is primary. This insurance is excess over any other valid and collectible insurance, whether primary, excess, contingent or on any other basis, if it is not primary as defined in the paragraph above. All other terms and conditions of the policy are the same. 16C2 Named Insured: URS Corporation Southez Insured City: Naples MEMORANDUM 16C2 Date: August 6, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #10 -5485 "Engineering Technical Support & Financial Consulting Services for Solid Waste Management Department" Contractor: Malcolm Pirnie Enclosed please find an original, as referenced above (Agenda Item #16C2), which were approved by the Board of County Commissioners on Tuesday, July 27, 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) 16C2 ITEM NO.: to -� OAp 6 DATE RECEIVED: FILE NO.: ROUTED TO: -.. DO NOT WRITE ABOVE THIS LINE. Date: To: From: Re: V REQUEST FOR LEGAL SERVICES i ' Au- � m Jtly --2-7, 2010 Office of the County Attorney Attention: Jeff Klatzkow Diana De Leon, Contract Technician Purchasing Department, Extension 8375 r�a Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractors: CH2M Hill URS Corporation South R.W. Beck Malcolm Pirnie SCS Engineers Brown & Caldwell BACKGROUND OF REQUEST: This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.2 This item has not been submitted. ACTION REQUESTED: Contracts review and approval. OTHER COMMENTS: Jeff, please forward to the Chairn Commissioners for signature after approval. concerning the document, please contact me. notification when the documents exit your office. C: Linda Jackson Best, Solid Waste ian of the Board of County If there are any questions Purchasing would appreciate Thank you. l Q� W1�1� RL S #__I() CHECKLIST FOR REVIEWING CONTRACT Eirti Name: M 0A0 Entity name correct on contract? 1�Ye No 1602 Entity registered with FL Sec. of State? yes No Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ \ m :1 \ Products /Compl/Op Required $ Personal & Advert Required $ ti Each Occurrence Required $ Fire/Prop Damage Required $ 50 Automobile Liability I Bodily Inj & Prop Required $ 'Y� �' Workers Compensation Each accident Required $ )b Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability A s No es No Y No es No Provided $ Exp. Date N �� ] Provided $ ? m; \ Exp. Date ( 1 Provided $ Exp. Date Provided $ Y"V-% , \ Exp. Date Provided $ yy-N; ` Exp. Date Provided $ X mi \\ Provided $ �\ Provided $ Provided $� Exp Date �+ Exp Date t It Exp Date I I t Exp Date Each Occurrence Provided $ Exp Date Aggregate Provided $ Exp Date Does Umbrella sufficiently cover any underinsured portion? Yes No Professional Liability Each Occurrence Required $ k M' Provided Exp. Date t X \ Per Aggregate Required $ r r t Provided $ rn. Exp. Date Other Insurance Each Occur Type: Required $ Provided $ Exp Date County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? s No Yes No es No Yes Gam` 0 Yes No Yes No Yes No Signature Blocks Correct executor name in signature block? e No Correct title of executor? es No Executor authorized to sign for entity? s No Proper number of witnesses /notary? Yes No Authorization for executor to sign, if necessary: Chairman's signature block? No Clerk's attestation signature block? es No County Attorney's signature block? Yes No Attachments Are all required attachments included? Zy's No Reviewer Initials. 110 Date: 04- COA -0 1 03 0/22 2 JI 1vww.sunbiz.org - Department of c `e Home Contact Us E- Filing Services Previous on List Next on List Return To List No Events No Name History Detail by Entity Nam Foreign Profit Cor oratio MALCOLM PIRNIE, INC. Filing Information Document Number 816513 FEI /EIN Number 132653703 Date Filed 11/26/1962 State NY Status ACTIVE Principal Address 1300 E 8TH AVENUE SUITE 100 TAMPA FL 33605 US Changed 01/25/2008 Mailing Address 104 CORPORATE PARK DRIVE WHITE PLAINS NY 10602 US Changed 02/05/2009 Registered Agent Name & Address CT CORPORATION SYSTEM 1200 S. PINE ISLAND ROAD PLANTATION FL 33324 US Name Changed: 07/02/1992 Address Changed: 07/02/1992 Offi cer/D !rector Detail Name & Address Title V BENNETT, JEFFREY R 101 ARTHUR ANDERSON BLVD, SUITE 280 SARASOTA FL 34232 US Title V CERRATO, DAVID S 1330 E 8TH AVENUE, SUITE F -100 TAMPA FL 33605 US Title V GRACE, NIGEL O I� C 2 Page 1 of 3 Document Searches Forms Help Entity Name Search Submit I' http : / /www. sunbiz. org /scripts /cordet. exe? action= DETFIL &inq_doc_ number= 816513 &inq_... 7/9/2010 www.sunbiz.org - Department of S 8201 PETERS ROAD, SUITE 3400 PLANTATION FL 33324 US Title PD DEE, WILLIAM P 104 CORPORATE PARK DRIVE WHITE PLAINS NY 10602 US Title VD FREILING, JERRY L 4646 E. VAN BUREN STREET, SUITE 400 PHOENIX AZ 85008 US Title V BELITZ, ROBERT S 104 CORPORATE PARK DRIVE WHITE PLAINS NY 10602 US Annual Reports Report Year Filed Date 2008 01/25/2008 2009 02/05/2009 2010 02/09/2010 Document Images 02/09/2010 --ANNUAL REPORT View image in PDF format 02/05/2009 -- ANNUAL REPORT View image in PDF format 01/25/2008 --ANNUAL REPORT View: image in PDF format 01/18/2007 --ANNUAL REPORT 01/17/2006 --ANNUAL REPORT View image in PDF format 01/11/2005 -- ANNUAL REPORT View image in PDF format 01/12/2004 --ANNUAL REPORT View image in PDF format 01/31/2003 -- ANNUAL REPORT 02/03/2002 -- ANNUAL REPORT View image in PDF format 01/18/2001 -- ANNUAL REPORT View image, in PDF format 01/14/2000 -- ANNUAL REPORT View image in PDF format 01/26/1999 -- ANNUAL REPORT View image in PDF format 01/22/1998 -- ANNUAL REPORT 04/29/1997 -- ANNUAL REPORT View image in PDF format 05/01/1996 --ANNUAL REPORT 'View image in PDF format 05/01/1995 -- ANNUAL REPORT View image in PDF format Page 2 of 3 16c Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List Entity Name Search No Events No Name History Submit Home I Contact us I Document Searches I E- Filinci Services I Forms I Helo http: / /www.sunbiz.org/ scripts /cordet.exe? action= DETFIL &inq_doc_ number= 816513 &inq_... 7/9/2010 tvww.sunbiz.org - Department of c' Coovriaht© and Privacv Policies State of Florida, Department of State %W Page 3 of 3 16C2 http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_doc number=816513 &inq_... 7/9/2010 MEMORANDUM TO: Ray Carter Risk Management Department FROM: Diana De Leon, Contract Technician Purchasing Department Au,9 3 DATE: Ji:l 7, 2010 RE: Review of Insurance for Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractors: CH2M Hill URS Corporation South R.W. Beck Malcolm Pirnie SCS Engineers Brown & Caldwell This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.2 Please review the Insurance Certificates for the above - referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, please advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 8375. po 500 AUG 0 4 201 RISK MAII�IbE W dod C: Linda Jackson Best, Solid Waste t(� SmithKristen 16 From: RaymonclCarter Sent: Wednesday, August 04, 2010 10:04 AM To: DeLeonDiana Cc: BestLinda; mausen_g; SmithKristen; HerreraSandra Subject: Contract 10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" All, I have approved the certificate(s) of insurance provided by Malcolm Pirnie for contract 10 -5485. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray Manager Risk Finance Office 239 - 252 -8839 Cell 239 - 821 -9370 Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. I6gz Contract # 10 -5485 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 27th day of July, 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 "COUNTY" or "OWNER ") and Malcolm Pirnie, Inc., authorized to do business in the State of Florida, whose business address is 1300 East Eight Avenue, Suite 100, Tampa, Florida 33605 (hereinafter referred to as the "CONSULTANT "). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional Engineering Technical Support and Financial Consulting 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 Engineering Technical Support and Financial Consulting 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 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 1 16C2 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 Engineering, Technical Support and Financial Consulting 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 OWNER'S current administrative procedures or as amended by OWNER. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. oil 16C2 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 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 3 16C2' governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and /or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Robert H. French, PE, BCEE, as its Principal in Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the 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 4 1602 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, Technical Support and Financial Consulting Services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The OWNER reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements 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 5 16C2 correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The OWNER may also deduct or charge the CONSULTANT for services and /or items necessary to correct the deficiencies directly related to the CONSULTANT'S non - performance whether or not the OWNER obtained substitute performance. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. 16C2 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by OWNER through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 16C2 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; 16C2 I (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement R 16C2 .' of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 10 4.6 The period of service shall be from the date of execution of this Agreemen hrou h 2one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any) 5.2 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. 11 1662 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. 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. 12 16C2 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. 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. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on 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. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 13 16C2 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ( "Project Documents "). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 16C2' ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one -half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16C2 but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 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. 16 16C2 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 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 17 16C2 the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 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 18 16C2 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. 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 19 16C2' 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. 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 20 16C2 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. 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 21 16C2 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. 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 22 16C2 compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 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 23 16C2 Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of Owner Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing /GS Director Fax: 239 - 732 -0844 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Malcolm Pirnie, Inc. 4315 Metro Parkway, Suite 520 Fort Myers, FL 33916 Telephone: 239 - 332 -1300, Ext. 1720 E -Mail: RFrench @PIRNIE.com Attention: Robert H. French, PE, BCEE 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 24 16C2 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. 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 25 16C2 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 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. 26 1602 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should 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. 27 16C2 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 OWNER shall have the discretion to unilaterally terminate this agreement immediately. 28 16C2 1 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Engineering, Technical Support and Financial Consulting Services for Solid Waste" the day and year first written above. ATTEST:, Dvt7i ' rBtbck, I� r Attest as te+ Cha f r en % " twe o.t a Approved as tolprm and legal.,Vfficaen y ) unty Attorney �i wVll e Ci ��-i ► Sr +at-lt►IJ Typed Name an Title 4- W. hess Typed Name and Title 29 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Fred W. Coyle, Chairman Malcolm irnie Inc. By: i bra TypeAlame and Vitle Item * Agenda Dale SCHEDULE A WORK ORDER # 16C2 Agreement for "Engineering Technical Support and Financial Consulting Services for Solid Waste ", Dated: , 2010 (RFP 10 -5485) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 2010 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: Scope of Work: As detailed in the attached proposal and the following: • Task I - • Task II - * Task III Schedule of Work: Complete work within days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the Owner will compensate the Firm in accordance with the following method(s): Negotiated Lump Sum Lump Sum Plus Reimbursable Costs Time & Material (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 $ Task II $ Task III $ TOTALFEE $ 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. PREPARED BY: APPROVED BY: APPROVED BY: name and title Date Department Director, Department Name Date Division Administrator, Division ACCEPTED BY: Company name Signature of Authorized Company Officer Type or Print Name and Title A -1 Date Date SCHEDULE B Contract 10 -5485 16C2 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" Standard Hourly Rate Schedule 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. B -1 16C2 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 allowed to expire until at least thirty (30) days prior written notice has been given to the C -1 OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty -46 C 2 (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 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 C -2 166 � 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 (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) X $500,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee C -3 $1,000,000 Each Accident 16C2 $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. Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _x Yes (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 C-4 $300,000 Products /Completed Operations Aggregate Personal and Advertising Injury $300,000 $300,000 16C2 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 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 C -5 shown in subparagraph (1) above if applicable to the completion of the Services u16 C 2 this Agreement. 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. Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? Yes (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. C -6 (2) The policy shall contain wording to the effect that, in the event of , 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 (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 (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 C -7 limits, other than the application of the aggregate limits provision. In addiJnO C 2 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 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 C -s policies that renew during the term of the project policy). CONSULTANT agrees 16 C 2 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. C -9 16C2 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Malcolm Pirnie, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning Engineering Technical Support and Financial Consulting Services for Solid Waste" are accurate, complete and current as of the time of contracting. Malcolm Pirnie, Inc. BY: 4;:�V 1-�� TITLE: N c resi cien"t' DATE: OS - o-;� - DO i p D -1 16 CERTIFICATE OF LIABILITY INSURANCE DATE ) 08 /02/20 O PRODUCER Aon Risk Services South, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY DD' INSRD Franklin TN Office AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS POLICY EFFECTIVE 501 Corporate Centre Drive CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE Suite 300 COVERAGE AFFORDED BY THE POLICIES BELOW. Franklin TN 37067 USA DATE MM/DD /YYYY A INSURERS AFFORDING COVERAGE NAIC # 01/01/2010 PHONE-(866) 283 -7122 FAX- 847 953 -5390 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED INSURED INSURER A: Greenwich insurance Company 22322 •• Malcolm Pirnie, Inc. INSURER B: XL specialty Insurance Co 37885 44 S. Broadway y one person INSURER C: 15th & 16th Floors white Plains NY 10602 USA INSURER D: PERSONAL & ADV INJURY $1,000,000 6 d b INSURER E: $2,000,000 p x 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. LIMITS SHOWN ARE AS REQUESTED INSR LTR DD' INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS AT MM/DD/YYYY DATE MM/DD /YYYY A ERAL LIABILITY X COMMERCIAL GENERAL LIABILITY GECO01076108 General Liability 01/01/2010 01/01/2011 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED $1,000,000 CLAIMS MADE ® OCCUR PREMISES (Ea occurrence) y one person PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: ❑ POLICY ® PRO- PRODUCTS - COMP /OP AGG $2,000,000 LOC B AUTOMOBILE LIABILITY X ANY AUTO AECO01075808 AUto (ADS) 01/01/2010 01/01/2011 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS ( Per person) X HIRED AUTOS BODILY INJURY X NON OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO H OTHER THAN EA ACC AUTO ONLY: AGG EXCESS / UMBRELLA LIABILITY EACH OCCURRENCE OCCUR R CLAIMS MADE AGGREGATE BDEDUCTIBLE RETENTION B WORKERS COMPENSATION AND EMPLOYERS'LIABILITY RWD workers Compensation X WC STATU- OTH- E.L. EACH ACCIDENT $1,000,000 ANY PROPRIETOR / PARTNER / EXECUTIVE E.L. DISEASE -EA EMPLOYEE $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - POLICY LIMIT $1,000,000 If ea, describe under SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Re: Contract #10 -5485 Engineering, Technical Support and Financial Consulting Services for Solid waste. Collier County is included as Additional Insured with respect to General Liability and Automobile Liability policies where required by written contract. A waiver of subrogation is granted in favor of Additional Insured on the General m r•-1 M n n 01 M O O Ln O z w R 4:. t V r Q _F _y. z %_r i%x it i%,H a r, riULL>cn UANIL,] ,LLA I JUN r_ Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Attn: Diana Perryman DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL n 3301 Tami ami Trail East 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Naples FL 34112 USA BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY s OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE . ACORD 25 (2009/01) ©1988 -2009 ACORD CORPORATION. All rights reserved — The ACORD name and logo are registered marks of ACORD 16C2 Attachment to ACORD Certificate for Malcolm Pirnie, Inc. The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED Malcolm Pirnie, Inc. 44 S. Broadway 15th & 16th Floors white Plains NY 10602 USA INSURER INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. LT R R ADD'L INSRD TYPE OF INSURANCE POLICY NUMBER POLICY DESCRIPTION POLICY EFFECTIVE DATE POLICY EXPIRATION DATE LIMITS DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Liability and Automobile Liability and workers Compensation policies where required by written contract. cancellation Provision shown herein is subject to shorter or longer time periods depending on the jurisdiction of, and reason for, the cancellation. Certificate No: 570039773135 16C2 F DATE(MM /DD /YYYY) CERTIFICATE OF LIABILITY INSURANCE 08/02/2010 PRODUCER Aon Risk services South, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY Franklin TN Office AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 501 Corporate Centre Drive CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE Suite 300 COVERAGE AFFORDED BY THE POLICIES BELOW. Franklin TN 37067 USA PHONE-(866) 283 -7122 FAx- 847 953 -5390 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURERA: Lexington Insurance Company 19437 Malcolm Pirnie, Inc. 44 S. Broadway INSURER B: 15th & 16th Floors c white Plains NY 10602 USA INSURER C: INSURER D: V INSURER E: p COVERAGES SIR applies per terms and conditions of the Dolicv x 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. LIMITS SHOWN ARE AS REQUESTED INSR ADDIL LTR INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS AT MM/DD/YYYY DATE MM/DD/YYYY ERAL LIABILITY EACH OCCURRENCE DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY CLAIMS MADE r-1 OCCUR PREMISES occurrence) An V one person PERSONAL & ADV INJURY GENERAL AGGREGATE GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGO ❑ ECT POLICY ❑ J ❑ LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS ( Per person) HIRED AUTOS BODILY INJURY NON OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO H OTHERTHAN EA ACC AUTO ONLY AGG EXCESS / UMBRELLA LIABILITY EACH OCCURRENCE 11 OCCUR F-1 CLAIMS MADE AGGREGATE BDEDUCTIBLE RETENTION WORKERS COMPENSATION AND WC STATU- OTH- EMPLOYERS' LIABILITY E.L. EACH ACCIDENT tj ANY PROPRIETOR/ PARTNER/ EXECUTIVE E.L. DISEASE -EA EMPLOYEE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE - POLICY LIMIT If es, describe under SPECIAL PROVISIONS below A OTHER Archit &Eng Prof 015448990 Prof & Poll Liab 06/01/2010 Each Claim $1,000,000 Annual Aggregate $1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Re: Contract #10 -5485 Engineering, Technical Support and Financial Consulting services for Solid waste. For Professional Liability coverage, the Aggregate Limit is the total insurance available for claims presented within the policy period for all operations of the insured. The Limit will be reduced by payments of indemnity and n 00 O M n I\ 01 M O O LA O z 67 v C:. t U L.n r.� W a.r.w I Ir 1%., iar, n"July irk I:AINUELLA I IUIN Collier county SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Attn : Diana Perryman DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3301 Tami ami Trail East 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Naples FL 34112 USA BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY _ OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE —Qplrn ACORD 25 (2009/01) ©1988 -2009 ACORD CORPORATION. All rights reserved— The ACORD name and logo are registered marks of ACORD 16C2 Attachment to ACORD Certificate for Malcolm Pirnie, Inc. The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED Malcolm Pirnie, Inc. 44 S. Broadway 15th & 16th Floors white Plains NY 10602 USA INSURER INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LT R ADD'L INSRD TYPE OF INSURANCE POLICY NUMBER POLICY DESCRIPTION POLICY EFFECTIVE DATE POLICY EXPIRATION DATE LIMITS OTHER X I Claims -Made X Professional Liabil El and Contractors ElPollution Liability DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS expense. cancellation Provision shown herein is subject to shorter or longer time periods depending on the jurisdiction of, and reason for, the cancellation. Certificate No : 570039773087 MEMORANDUM 1 6 v 2 Date: August 26, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractor: Brown & Caldwell Enclosed please find an original, as referenced above (Agenda Item #16C2), which were approved by the Board of County Commissioners on Tuesday, July 27, 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 16c2 DATE RECEIVED: i 9i ROUTED TO: DO NOT WRITE ABOVE THIS LINE ✓"`t �/ 25 REQUEST FOR LEGAL SERVICES 5 (- Date: Jafq-�-�, 2010 �{[ °� �I Wf 0- To: Office of the County Attorney 4fJ Attention: Jeff Klatzkow �/✓�� "� From: Diana De Leon, Contract Technician Purchasing Department, Extension 8375 9v Re: Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department' t� Contractors: CH2M Hill URS Corporation South R.W. Beck Malcolm Pirnie SCS Engineers �� D Brown & Caldwell Q BACKGROUND OF REQUEST: This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.2 This item has not been submitted. ACTION REQUESTED: Contracts review and approval. OTHER COMMENTS: Jeff, please forward to the Chairr Commissioners for signature after approval. concerning the document, please contact me notification when the documents exit your office C: Linda Jackson Best, Solid Waste o �14 to nan of the Board of County If there are any questions Purchasing would appreciate Thank you. MEMORANDUM 16 C,2 TO: Ray Carter Risk Management Department FROM: Diana De Leon, Contract Technician Purchasing Department az,,� ao DATE: Jtaly-i7, 2010 RE: Review of Insurance for Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractors: CH2M Hill URS Corporation South R.W. Beck Malcolm Pirnie SCS Engineers /Brown & Caldwell This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.2 Please review the Insurance Certificates for the above - referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, please advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 8375. C: Linda Jackson Best, Solid Waste D111'E RECEIVED AUG 2 0 2010 W, . / 16c2 mausen g From: RaymondCarter Sent: Friday, August 20, 2010 2:58 PM To: DeLeonDiana Cc: BestLinda; mausen_g; HerreraSandra Subject: Contract 10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" All, I have approved the certificate(s) of insurance provided by Brown & Caldwell for contract 10 -5485. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray ascd Cmftte�yt 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. 1602 1 CERTIFICATE OF SECRETARY OF BROWN AND CALDWELL, A CALIFORNIA CORPORATION I, the undersigned, do hereby certify that: 1. I am the duly elected and acting Secretary of Brown and Caldwell, a California corporation, and am keeper of the corporate records and seal of said corporation. 2. At the annual meeting' of the Board of Directors on February 5, 2010, the following resolution was adopted: RESOLVED that all Brown and Caldwell officers currently appointed to serve are ratified and authorized to continue to hold their offices at the pleasure of the Board of Directors of this corporation until the next annual meeting of the Board of Directors of this corporation or until their respective successors are elected or qualified, or until their earlier resignation. A listing of current company officers is attached. BE IT FURTHER RESOLVED that all Brown and Caldwell officers listed are authorized to financially commit the corporation in accordance with the Company procedures and policies within their respective area of responsibility or as stated in the Bylaws. 3. Blake C. Guillory is a Vice President of Brown and Caldwell, is so identified in the February 5, 2010, resolution referenced above, and in that capacity is duly authorized to financially commit the corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation this 18th day of August, 2010. %f SIGNED: ROBERT D. GOODSON, Secretary (°'EA-�-). 1602 I Contract # 10 -5485 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 27th day of July, 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 "COUNTY" or "OWNER ") and Brown and Caldwell Corporation, authorized to do business in the State of Florida, whose business address is 201 North Civic Drive, Walnut Creek, California 94596 (hereinafter referred to as the "CONSULTANT "). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional Engineering Technical Support and Financial Consulting 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 Engineering Technical Support and Financial Consulting 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 i NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 1 16C2 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 Engineering, Technical Support and Financial Consulting 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 OWNER'S current administrative procedures or as amended by OWNER. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16C2 , 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 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 3 16C2 governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and /or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates James A. Nissen, P.E., as its Principal in Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors 4 1602 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, Technical Support and Financial Consulting Services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The OWNER reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements 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 3 1602 correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The OWNER may also deduct or charge the CONSULTANT for services and /or items necessary to correct the deficiencies directly related to the CONSULTANT'S non - performance whether or not the OWNER obtained substitute performance. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. 9 16C2 i ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by OWNER through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. VA ARTICLE 3 1 6 C 2 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; M 16C,2 4 (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement F'] 1602 of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. IM 16C2 I 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 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. 11 1602 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. 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. 12 16C24 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 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. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on 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. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis 13 I6C2 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ( "Project Documents "). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 16C2 ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one -half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16C2 but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 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. 16 16CZ 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 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 17 1bC2. the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 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 it-] 1602 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. 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 19 6 ( ,� 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. 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 `411 16C2 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. 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 21 16C2 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. 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 22 16C2 compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 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 091 1602 Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of Owner Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing /GS Director Fax: 239 - 732 -0844 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Brown and Caldwell Corporation 850 Trafalgar Court, Suite 300 Maitland, FL 32751 Phone: 407 - 661 -9500; Fax: 407 - 661 -9599 E -Mail: JNissen @brwncald.com Attention: James A. Nissen, 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. 24 1602 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. 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 25 Schedule D TRUTH IN NEGOTIATION CERTIFICATE 16 " ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT /PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth -In- Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 26 16C2 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision- making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should 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. 27 1602 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the OWNER shall have the discretion to unilaterally terminate this agreement immediately. W 1602 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Engineering, Technical Support and Financial Consulting Services for Solid Waste" the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwigbt E. BrO;ck, Clerk Dafte t0 By: Fred W. Coyle, Chairman App' ��+fo and I al ufFi ""`nc . p 1 County Attorney /�n4,l�st Typed Namp and Title Witness Typed Name and Title Brown and Caldwell Corporation By7 &RIO, ali 10-eA Typed Name and T 29 Item # 1 1 L: Agenda i Date jj (C Rec' Z� IC D i C erk SCHEDULE A WORK ORDER 16c2 Agreement for "Engineering Technical Support and Financial Consulting Services for Solid Waste ", Dated: , 2010 (RFP 10 -5485) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 2010 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: 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 (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 $ Task II $ Task III $ TOTALFEE $ 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. PREPARED BY: name and title APPROVED BY: Department Director, Department Name APPROVED BY: Division Administrator, Division ACCEPTED BY: Company name Signature of Authorized Company Officer Type or Print Name and Title A -1 Date Date Date Date SCHEDULE B Contract 10 -5485 I6C2 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" Standard Hourly Rate Schedule Personnel Cateoory 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. M. 1602 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 allowed to expire until at least thirty (30) days prior written notice has been given to the C -1 OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twentU C (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 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 C -2 CONSULTANT under this Agreement or any other agreement between OWNER and C 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 (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) X $500,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee C -3 1602 I _ $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. Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _x_ Yes (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 C -4 $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 1602 (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 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 C -5 16 C,2shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. 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. Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? Yes (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. C -6 1602 (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 (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 (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 C -7 A0 L� 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 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 C -8 policies that renew during the term of the project policy). CONSULTANT agrees that 16C2 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. C -9 16 C2 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Brown and Caldwell Corporation hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning Engineering Technical Support and Financial Consulting Services for Solid Waste" are accurate, complete and current as of the time of contracting. Brown and Caldwell Corporation BY:-- /!?Fns TITLE: (/roc �✓ t•oI c DATE: D -1 1602 a►co CERTIFICATE OF LIABILITY INSURANCg OATEIYYYYI 111l /2011 8/116/2016/2010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PRODUCER Lockhm Companies, LLC -I Kansas City ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 444 W. 47th Street, Suite 900 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Kansas City MO 64112 -1906 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. (816) 960 -9000 INSURERS AFFORDING COVERAGE NAIC # INSURED BROWN AND CALDWELL INSURER Hartford Fire Insurance Company 19682 INSURER B: Lloyd's of London 1051211 AND ITS WHOLLY OWNED SUBSIDIARIES INSURER C. Hanford Insurance Co of the Midwest 37478 AND AFFILIATES 201 NORTH CIVIC DRIVE INSURER D. 'Twin City Fire Insurance Company 29459 WALNUT CREEK CA 94596 NSURER E: I CERTIFICATE INSURANCE CONTRACT TLE ISSUING COVERAGES BROCA02 PD INSURERS) AAUTHOQED RE REPRESENTATIVE OR PRODUCER AND CERTIFICATE HOLDER THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD' POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MMODNYYY DATE MMIDDIYYYY GENERAL LIABILITY EACH OCCURRENCE 1,000,000 PREMISES Ea occurrence $ 1,000,PREMISES A X COMMERCIAL GENERAL LIABILITY 37CSE000941 5/31/2010 )/31/2011 MED ESP (Any one person) $ 10,000 CLAIMS MADE Q OCCUR PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2.000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGO $ 2,000,000 POLICY X PRO LOC JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 A X ANY AUTO 37UEN000942. 5/31/2010 5/31/2011 (Ea accident) BODILY INJURY $ XXXXXXX ALL OWNED AUTOS (Per Person) SCHEDULED AUTOS BODILY INJURY $ XXXXXXX X HIRED AUTOS X (Per accident) NON -OWNED AUTOS PROPERTY DAMAGE $ XXXXXXX (Per accidenp GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ XXXXXXX OTHER THAN EA ACC $ XXXXXXX ANYAUTO NOT APPLICABLE $ XXXXXXX AUTO ONLY. AGG EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX OCCUR CLAIMS MADE NOT APPLICABLE $ XXXXXXX ❑ UMBRELLA $ XXXXXXX DEDUCTIBLE FORM $ XXXXXXX RETENTION $ C WORKERS COMPENSATION 37WNQL'0940 5/312010 5/31/2011 X WCSTATT OTH- TORY LIMITS HER E.L. EACH ACCIDENT $ 1,000,000 1i AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOREARTNEWEXECUTIVE 37WBR000940 5/31/2010 5/31/2011 E.L. DISEASE - EA EMPLOYEE $ I,000,000 OFFICER/MEMBER EXCLUDED? N ❑ (Mandatory In NH) E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under SPECIAL PROVISIONS below g OTHER LDUSA1000482 5/31/2010 5/31/2011 S 1,008000 PER CLAIM& PROFESSIONAL AGGREGATE ],]ABILITY DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS TITLE'. ENGINEERING, TECHNICAL SUPPORT AND FINANCIAL CONSULTING SERVICES FOR SOLID WASTE, CONTRACT NO 10.5485. COLLIER COUNTY GOVERNMENT AND COLLIER COUNTY, FLORIDA ARE ADDITIONAL INSUREDS AS RESPECTS TO GENERAL AND AUTO LIABILITY, THESE COVERAGES ARE PRIMARY AS REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION APPLIES To GENERAL LIAR It Try, EMPLOYERS LIABILITY, AND PROFESSIONAL LIABILIITY WHERE ALLOWED BY STATE LAW AND AS REQUIRED BY WRITTEN CONTRACT. DEDUCTIBLES AND SIR_ GENERAL LIABILITY- SI00,000, AUTO LIABILITY 450,000. WORKERS COMPENSATION - 5100,000, PROFESSIONAL - 5750,000_ 10968045 COL -16 COLLIER COUNTY, FLORIDA ATTN: DIANNA PERRYMAN 3301 TAMIAMI TRAIL EAST NAPLES FL 34112 25 (2009/01) SHOULD ANY OF THE ABOVE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL XRDEMXMXO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, X01?FXQa=Xe[=SOZAX% ] 16Pg9ESMOXlBi10A77 tlNXIRXAdlLIf77 0XOFHIs'gXXBiaMBClNMX@(1g9l1RHRf ]5E7Q3@tA9:00C RBPAH9ENN4XlYBSX The ACORD name and logo are registered marks of ACORD For yuezli ors....sued, Pis mrliticale, conlad In. number listed in the Fusin— section alu— and specify the dssd cnc e'DROCA02'. All rights reserved. Ib44 MEMORANDUM Date: August 26, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractor: R.W Beck Enclosed please find an original, as referenced above (Agenda Item #16C2), which were approved by the Board of County Commissioners on Tuesday, July 27, 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.:I O " FILE NO.: ROUTED TO: 16C4? RECEIVED: DO NOT WRITE ABOVE THIS LINE REQUEST FOR LEGAL SERVICES IZ7 Date: , 2010 To: Office of the County Attorney Attention: Jeff Klatzkow From: Diana De Leon, Contract Technician ,hh.. Purchasing Department, Extension 8375 v 9ry Re: Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department' Contractors: CH2M Hill URS Corporation South ✓R.W. Beck Malcolm Pirnie SCS Engineers Brown & Caldwell BACKGROUND OF REQUEST: This Contract was approved by the BCC on July 27, 2010; Agenda Item / 16.C.2 U This item has not been submitted. S ACTION REQUESTED: Contracts review and approval. OTHER COMMENTS: Jeff, please forward to the Chairman of the Board of County Commissioners 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: Linda Jackson Best, Solid Waste MEMORANDUM TO: Ray Carter Risk Management Department FROM: Diana De Leon, Contract Technician Purchasing Department rP DATE: , 2010 RE: Review of Insurance for Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department' Contractors: CH2M Hill URS Corporation South R.W. Beck Malcolm Pirnie SCS Engineers Brown & Caldwell This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.2 Please review the Insurance Certificates for the above - referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, please advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 8375. C: Linda Jackson Best, Solid Waste 1602 ri jlm lid DATE RECEIVED AUG 19 20% RISK ljr Y , -- 16C From: RaymondCarter Sent: Friday, August 20, 2010 2:51 PM To: RaymondCarter; DeLeonDiana Cc: BestLinda; mausen_g; HerreraSandra Subject: RE: Contract 10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department' I have received the revised certificate from R.W. Beck, the contract will now be forwarded to the County Attorney's Office for their review. Thank you, Ray From: RaymondCarter Sent: Friday, August 20, 2010 10:55 AM To: DeLeonDiana Cc: BestLinda; mausen_g Subject: Contract 10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Diana, R.W.Beck did not provide proof of Professional Liability coverage in an amount of not less than $1,000,000. Please have them submit proof of this coverage. I will be out next week, so please if you obtain the Certificate forward to Georgina who will review with Jeff in my absence. Thanks, Ray Manager Risk Finance Office 239 - 252 -8839 Cell 239 - 821 -9370 Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. August 6, 2010 Dianna Perryman Contract Specialist Collier County Contract Administration, Bldg. G 3301 Tamiami Trail East Naples, FL 34112 Subject: Signature Authority Dear Ms. Perryman: 16C2 An SAIC Company I am a Vice President and the Corporate Secretary of R. W. Beck, Inc., a Registered Florida Foreign Profit Corporation. I am listed in this capacity on the Florida Department of State's, Division of Corporations website roster. I am writing this letter to confirm that, pursuant to R. W. Beck's corporate signatures and approvals policies, Joe Dysard is authorized to sign Contract #10 -5485 and the related certifications. Sincerely, R. W. BECK, INC.. David Bledso Vice President and Secretary State of e, �L61& G County of 7 Signed or attested before me onecv Zo /v by ItUdr fA/ JfUl J �v C� NU3T ;,Q� Heidi M. Hust ytovicz b-ac 61A My Commission Expires: cc: Jo Client No. I Project Noffiling Code Documentl 16C2 Contract # 10 -5485 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 27th day of July, 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 "COUNTY" or "OWNER ") and R.W. Beck, Inc., authorized to do business in the State of Florida, whose business address is 1001 Fourth Avenue, Suite 2500, Seattle, Washington 98154 (hereinafter referred to as the "CONSULTANT ") WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional Engineering Technical Support and Financial Consulting 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 Engineering Technical Support and Financial Consulting 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 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 1 16C2 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 Engineering, Technical Support and Financial Consulting 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 OWNER'S current administrative procedures or as amended by OWNER. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16C2 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 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 3 1602 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 Joe A. Dysard, II, as its Principal in Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors 4 1602 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, Technical Support and Financial Consulting Services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The OWNER reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements 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 3 16C2 correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The OWNER may also deduct or charge the CONSULTANT for services and /or items necessary to correct the deficiencies directly related to the CONSULTANT'S non - performance whether or not the OWNER obtained substitute performance. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non - public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real -Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. 0 ARTICLE 2 l 6 C 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by OWNER through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 7 ARTICLE 3 162 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; 0 16C2 (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement 9 1602 of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 10 16C2 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and /or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 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. 11 162 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 asset forth below. 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. 12 ME 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. 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. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on 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. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis 13 16C Z ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ( "Project Documents "). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 ARTICLE 7 16 C2 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one -half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16 c,2 but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 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. IFT 16Cz 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 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 17 162 the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 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 it-! 162 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. 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 iLe7 16p 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. 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 go 16C2 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. 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 21 Z6C2 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. 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 22 16C2 compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 J,M911a MIN I M I 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 23 16 C Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of Owner Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing /GS Director Fax: 239 - 732 -0844 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: R.W. Beck, Inc. 1000 Legion Place, Suite 1100 Orlando, FL 32801 Telephone: 407 - 422 -4911 E -Mail: jdysard @rwbeck.com Attention: Joe A. Dysard, II 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. ` 16C2 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. 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 25 16 C2 Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 let > >I[ye1- 14=1WAIP 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENTIPUBLIC 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. 26 16C2 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision- making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision- making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should 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. 27 16C 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the OWNER shall have the discretion to unilaterally terminate this agreement immediately. 28 16C2 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Engineering, Technical Support and Financial Consulting Services for Solid Waste" the day and year first written above. ATTEST: Dwight E. Brock, Cle Ait!'sl ��e �nitr� 11 ;<4y�aMr�lr�y ,pp'rpved as.to'fgti m and :g iGa�icy @sistdh-t County Attorney J G Witness ELhiNC A(;Nt =LL0, bFFic�MnvAGrti Typed Name and Title Typed Name and 29 29 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, W By: Fred W. Coyle, Chairman Typed Name and Title A-) Agenda l� Date Date Deputy Clerk SCHEDULE A WORK ORDER 16,02 Agreement for "Engineering Technical Support and Financial Consulting Services for Solid Waste', Dated: , 2010 (RFP 10 -5485) This Work Order is for professional describe services for work known as Project Name: Project No: The work is specified in the proposal dated , 2010 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 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 (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 $ Task II $ Task III $ TOTALFEE 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. UNWO3WIX-Y name and title APPROVED BY: Department Director, Department Name APPROVED BY: Division Administrator, Division ACCEPTED BY: Company name Signature of Authorized Company Officer Type or Print Name and Title A -1 Date Date Date Date SCHEDULE B Contract 10 -5485 1 6 C 2 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" Standard Hourly Rate Schedule 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. 16C2 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 allowed to expire until at least thirty (30) days prior written notice has been given to the C -1 OWNER. CONSULTANT shall also notify OWNER, in a like manner, within IU2 (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 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 G2 CONSULTANT under this Agreement or any other agreement between OWNER a46 C2 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 (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) X $500,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee Iml $1,000,000 Each Accident 16 C 2 $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. Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _x_ Yes (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 C -4 $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 16c2 (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 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 C -5 shown in subparagraph (1) above if applicable to the completion of the Services uJk ,L 2 this Agreement. 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. Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? Yes (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 LILril ]:741A_114F11- 3141CA (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. C -6 (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. 16c, PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_ Yes (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 (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 C -7 limits, other than the application of the aggregate limits provision. In additiO '6 C 4 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 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 C -s 1 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. C -9 16 C2 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, R.W. Beck, 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 Engineering Technical Support and Financial Consulting Services for Solid Waste" are accurate, complete and current as of the time of contracting. R.W. Beck, Inc. I0-yd TIT DATE: 8 /!6 /ae /C D -1 Act ° CERTIFICATE OF LIABILITY INSURANCE 16 C2 DATE (MMIDDNYYY) 08/06/2010 PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION Marsh Risk & Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License #0437153 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 777 South Figueroa Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Los Angeles, CA 90017 075988- RW- Cas -10-11 R.W.B INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: National Union Fire Ins Cc Pittsburgh PA 19445 R. W. Beck, Inc., a wholly owned subsidiary of SAIC INSURER B: New Hampshire Insurance Company 23841 1001 Fourth Avenue, Suite 2500 INSURER C: Insurance Company Of The Stale Of PA 19429 Seattle. WA 98154 INSURER 0: INSURER E COVERAGES 6 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. NS ADD' TYPE OF INSURANCE POUCYNUMBER PUUDYERECTNE POLICYIDARATION LIMITS LTR INSR OATE(MWDDffYM DATE (MMNDNYYY) !I A GENERAL LIABILITY GL 714 -62 -25 04101/2010 04101/2011 E UHI OCCURRENCE 7 DAMAGE TO RENTED PREMISES Ea ocwrcence $ 11000,000 '. IX COMMERCIAL GENERAL LIABILITY ��, CLAIMS MADE X ' OCCUR MED EXP (Any one person) $ $,000 E PERSONAL S ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 _ GENERAL AGGREGATE LIMIT APPLIES PER PRODUCTS- COMPIOP AG $ 2000,QQQ X POLICY'! JECT I LOC A AUTOMOBILE LIABILITY CA 972 -70 -03 (AOS) 04/01/2010 04/01/2011 COMBINED SINGLE LIMIT $ 1,000,000 B X ANY AUTO CA 972 -70 -05 MA ( ) 04/01/2010 04/01 /2071 (Ee owlon,) A. ALL OWNED AUTOS CA 972- 70- 04(VA) 04/0112010 04/0112011 BODILY INJURY '$ (Per pereDn) SCHEDULED AUTOS BODILY INJURY $ X HIRED AUTOS X NON -OWNED AUTOS (Per eooidenl) PROPERTY DAMAGE $ (Per swident) -- I GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ MY AUTO OTHER THAN EA ACC $ AUTO ONLY $ AGG ! EXCESS I UMBRELLA LIABILITY 27471737 0410112010 04101/2011 EACH OCCURRENCE $ 5,000,000: AGGREGATE $ $,000,0001 A SIIX OCCUR CLAIMS MADE I$' I�l DEDUCTIBLE — RETENTION $ B WORKERS COMPENSATION AND WC 020 -34 -2415 (AOS) 04/01/2010 04/01/2011 X I WC STATU- OTH- EMPLOYERS' LIABILITY WC 020 -34 -2416 (CA) 04/01/2010 04/01/2011 L. EACH ACCIDENT 1,000,000 Ii C MY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICERMIEMBER EXCLUDED? WL. 020 -34 -2420 WI ( ) !04/07/2070 104/01/2011 'A N 0 WC 020 -34 -2417 (FL) 04/01/2010 04/01/2011 .L. DISEASE EA EMPLOYE EMPL YE E$ 1,000,000' ( ry ) ye uMer E.L. DISEASE -EA $ 1,000,000 B SPECIAL PROVISIONSEelo-x OTHER DESCRIPTION OF OPERATIONSILOCATONS HICLEWUCLUSIONS AWED BY ENDORSEMENTISPECIAL PROVISIONS RE: Contract #10- 5485 /Engineering, Technical Support and Financial Consulting Services for Solid Waste Collier County is additional Insured as respects the GL policy referenced above, but only with respect to the services by named insured under contract to the certificate holder. A waiver of subrogation is provided in favor of the additional insured. Such insurance is primary and non - contributory to any other insurance that may be available to the additional insured where required by contract. CERTIFICATE HOLDER LOS - 001027954 -04 CANCELLATION WOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Collier County EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Contract Administration, Building G 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 3301 Tamiami Trail East BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND Naples, FL 34112 UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZE TE &ENTATNE & Mmh Rbk S nsunncP Sarvicee James L. Vogel ACORD 25 (2009/01) ®1998.2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD 16 C2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ADDITIONAL INFORMATION PRODUCER _ Marsh Risk 8 Insurance Services CA License #0437153 777 South Figueroa Street Los Angeles, CA 90017 075988- RW- Cas -10 -11 R.W.B R. W. Beck, Inc., a wholly owned subsidiary of SAIC 1001 Fourth Avenue, Suite 2500 Seattle, WA 98154 TEXT Workers' Compensation Coverage (continued) Policy #: WC 020 -34 -2418 (OR) Carrier: New Hampshire Insurance Company Effective Date: 04/01 /2010 'i Expiration Date: 04/0112011 Policy #: WC 020 -34 -2419 (TX) Carrier: New Hampshire Insurance Company Effective Date: 04 /0112010 Expiration Date: 04/0112011 16, LOS - 001027954 -04 DAM(MMIDC 08/05/2010 INSURERS AFFORDING COVERAGE I NAIC # INSURER F. INSURER G INSURER H: INSURERI: Policy #: WC 020-34 -2421 (MA) Carrier: The Insurance Company of the State of PA. Effective Date: 04 /0112010 Expiration Date: 04/01/2011 NOTE: Workers Compensation insurance for work in the state of Washington is not provided under the above referenced workers compensation policy. Coverage is provided by the Washington State Department of Labor & Industries program. Stop Gap Employers Liability insurance for the state of Washington is provided under the above referenced workers compensation policy. CERTIFICATE HOLDER Collier County Contract Administration, Building G 3301 Tamiami Trail East Naples, FL 34112 W� nEre NTAnvE of Mane Risk 6lnsurancs Services James L. Vogel 3 16 ,c2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. I Ole101*1 Il .971U 1010 1 Insurance Primary as to Certain Additional Insureds This endorsement, effective 12.01 AM. 04/01/2010 forms a part of Policy No. CA9727003 issued to SAIC,INC by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA This endorsement modifies insurance provided under the following. BUSINESS AUTO COVERAGE FORM Section rV - Business Auto Conditions, B., General Conditions, 5., Other Insurance, c., is amended by the addition of the following sentence The insurance afforded under this policy to an additional insured will apply as primary insurance for such additional insured where so required under an agreement executed prior to the date of accident. We will not ask any insurer that has issued other insurance to such additional insured to contribute to the settlement of loss ansing out of such accident All other terms and conditions remain unchanged 74445 (10 -99) This endorsement. effective 12:01 A.M. ENDORSEMENT EM, rw Policy No GL 7146225 issued to SAIC, INC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA ADDITIONAL INSURED PRIMARY INSURANCE This endorsement modifies insurance provided under the following. COMMERCIAL LIABILITY COVERAGE FORM 16C,2 forms a part of Section N, Commercial General Liability Conditions, paragraph 4, Other Insurance, subparagraph a. Primary Insurance, is amended by the addition of the following: However, coverage under this policy afforded to an additional Insured will apply as primary insurance where required by contract, and any other Insurance issued to such additional Insured shall apply as excess and noncontributory insurance P/Ir Authorized Representative 74434 (10199) 16 ^� CERTIFICATE OF LIABILITY INSURANCE A DDnYriI 08/09/20, 0 PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION Marsh Risk 8 Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License #0437153 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 777 South Figueroa Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Los Angeles, CA 90017 075988 -RW- Prof -10 R.W.B INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A Underwriters at Lloyd's, London R. W. Beck, Inc., -- - - -- - -- a wholly owned subsidiary of SAIC INSURER B 2500 1001 Fourth Avenue, Suite 2500 -- -- -- _- -- -- 1 IN - Seattle, WA 98154 INSURER D' INSURER E -- — _ __.__._ 7 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 I CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NS ADD' TYPE OF INSURANCE POLICY NUMBER POLICY EFFECnvE POLICY ExPIRAnory LIMITS LTR INSR OATEIMM/DDrynq GATE IMM/OWYYYYI GENERAL LIABILITY - EACH OCCURRENCE DAMAGE TO RENTED PREMISES occurrence COMMERCIAL GENERAL LIABILITY I$ [::]OCCUR MED E %P (Any one INJURY $ CLAIMS MADE PERSONAL& ADVINJURV _ $ GENERAL AGGREGATE $ GENERAL AGGREGATE LIMIT APPLIES PER 'PRODUCT$- COMP /OP Kdc $ - — - PRO POLICY - , 7 LOC JECT _- � - - -- 'AUTO MOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO E2 accident) $ ALLOWNEDAUTOS 'BODILY INJURY $ (Per person) SCH EDULED AUTOS 'BODILY INJURY '$ HIRED AUTOS NONHOWNED AUTOS (Per accident) PROPERTY DAMAGE — — (Per accident) i$ - GARAGE LIABILITY AUTO ONLY EA ACCIDENT 1$ ANY AUTO OTHER THAN EAACC $ - - _ AUTO ONLY �i AGO Is 'EXCESSI UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR [] CLAIMSMADE �$ rIrAGGREGATE DEDUCTIBLE - - -- - - - - - -- - $ �- — $ RETENTION $ WORKERSCOMPENSATIONAND VA; STATU- IOTH �TORY.L_1FEE EMPLOYERS LIABILITY ANY PROPRIETOR/PARTN CUTIVE Y , EL EACH ACCIDENT . $ �L DISEASE EA EMPLOYE $ OFFICER /MEMBER EXCLUDED' I L DISEASE POLICY LIMIT $ (Mandatory in NH711 yes, describe under SPECIAL PROVISIONS below A OTHER Professional Liability QF026610 06/30/2010 06/30/2011 Each Claim $1,000,000 Including Contractors 'Lloyd's of London Syndicates Aggregate $2,000,000 A F Beazley #623 8 2623 Claims Made' Pollution Legal Liability DESCRIPTION OF OPERATIONS /LOCATIONS EHICLES /EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS RE: Contract #10- 5485 /Engineering, Technical Support and Financial Consulting Services for Solid Waste Waiver of Subrogation applies in favor of the certificate holder as respects claims arising from professional services provided under a contract, but only if, and to the extent, required under written contract." I CERTIFICATE HOLDER LOS - 001027955 -06 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Collier County EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Contract Administration, Building G 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 3301 i Trail East BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND Naples, s, FL FL 3 34112 UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services James L Vogel ?� ACORD 25 (20091 © 1998 -2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD 16 C,2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. 16C2 ADDITIONAL INFORMATION LOS- 001027955 -06 DATE (MMIDDM) 08/09/2010 PRODUCER Marsh Risk & Insurance Services CA License #0437153 777 South Figueroa Street Las Angeles, CA 90017 075988 -RW- Prof -10 R.W.B INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER F: R. Beck, Inc., wholly owned subsidiary of SAIC wsuRERc __._ -- 1 1001 Fourth Avenue, Suite 2500 wsuRER rr j I+ Seattle, WA 98154 —SURER I — INSURER I: TEXT CERTIFICATE HOLDER Collier County Contract Administration, Building G 3301 Tamiami Trail East Naples, FL 34112 & Marsh Rixk 6lnsurance Services James L Vogel 3 MARSH LTD CONTRACT NO. QF026610 (1) XIV. SUBROGATION 1602 PAGE 17 OF 57 In the event of any payment under this Policy, the Underwriters shall be subrogated to all the INSURED'S rights of recovery therefore against any person or organization and the INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The INSURED shall do nothing after a CLAIM to prejudice such rights. However, it is agreed that the Underwriters waives its rights of subrogation under this policy against any person or organization as respects CLAIMS arising from PROFESSIONAL SERVICES or CONTRACTING SERVICES provided under a contract to perform such Professional Services or Contracting Services which requires a waiver of subrogation, but only to the extent required by written contract. 16C` 2 MEMORANDUM Date: September 17, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractor: CH2M Hill Enclosed please find an original, as referenced above (Agenda Item #16C2), which were approved by the Board of County Commissioners on Tuesday, July 27, 2010. The Minutes & Records Department has retained the original for the Board's Records. If you should have any questions, please contact me at 252 -7240. Thank you. Enclosures (1) 16 e :2 mausen_g From: RaymonclCarter Sent: Friday, September 10, 2010 8:55 AM To: DeLeonDiana Cc: BestLinda; RodriguezDan; HerreraSandra; mausen_g Subject: 10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" All, I have approved the certificate(s) of insurance provided by CH21VI Hill for contract 10 -5485. The contract will now be forwarded to the county attorney's office for their review. Thank you, Ray VNf.QifA ro 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. 16C 2 MEMORANDUM TO: Ray Carter Risk Management Department FROM: Diana De Leon, Contract Technician Purchasing Department 54-t $ DATE: Ju4y 2 , 2010 RE: Review of Insurance for Contract: #10 -5485 "Engineering Technical Support and Financial Consulting Services for Solid Waste Management Department" Contractors: J CH2M Hill URS Corporation South R.W. Beck Malcolm Pirnie SCS Engineers Brown & Caldwell This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.2 Please review the Insurance Certificates for the above - referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, please advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 8375. Me C: Linda Jackson Best, Solid Waste RECEI VEO SEP1, ` 2010 RISK MANAGEMEd 9 /Y //o 16C 2 «�r CH2MHILL SECRETARY CERTIFICATE I, Sally A. Hill, Assistant Corporate Secretary of CH2M HILL Inc., hereby certify that the following is a resolution adopted by the Board of Directors by Unanimous Written Consent on May 14, 2010. 1 further certify that said resolution is in full force and effect as of August 10, 2010: BE IT RESOLVED that the authority to execute, on behalf of this corporation, or any of its affiliates or subsidiaries, agreements pertaining to performing services for clients is hereby granted by this Board of Directors to all designated officers of the corporation. BE IT FURTHER RESOLVED that the President or Chief Financial Officer may, from time to time, authorize individual employees of the corporation, or any of its affiliates or subsidiaries, to execute agreements pertaining to performing services for clients. Provided, however, that such authorization is in writing authorizing the individual by name and title to execute agreements. BE IT FURTHER RESOLVED that the authority to execute, on behalf of this corporation, or any of its affiliates or subsidiaries, agreements other than those pertaining to performing services for clients is hereby granted by this Board of Directors to all designated officers of the corporation. BE IT FURTHER RESOLVED that the President or Chief Financial Officer may, from time to time, authorize individual employees of the corporation, or any of its affiliates or subsidiaries, to execute agreements other than those pertaining to performing services for clients. Provided, however, that such authorization is in writing authorizing the individual by name to execute agreements. I further certify that John Razzolini is Business Vice President, Designated Manager of CH2M HILL, Inc., and has been granted authority in accordance with the above resol may sign documents on behalf of the company., .Dated- this 10'" d y f August, 2010 Sally A. Hill, Assistant Corporate Secretary State of Colorado County of Douglas Subscribed and sworn to before me by Sally A. Hill, known to me to be the Assistant Corporate Secretary of CH2M HILL Inc., this 10'" day of August, 2010 µ " .Xl-F L Notary Public My commission expires: 16C 2 Contract # 10 -5485 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 27th day of July, 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 "COUNTY" or "OWNER ") and CH2M Hill, Inc., authorized to do business in the State of Florida, whose business address is 9191 South Jamaica Street, Englewood, Colorado 80112 (hereinafter referred to as the "CONSULTANT "). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional Engineering Technical Support and Financial Consulting 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 Engineering Technical Support and Financial Consulting 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 NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 1 16C '2 ARTICLE 1 CONSULTANTS RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Engineering, Technical Support and Financial Consulting 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 OWNER'S current administrative procedures or as amended by OWNER. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 2 16C 2 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement_ If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 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 3 16C 2 governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Daniel E. Dietch, as its Principal in Charge (hereinafter referred to as the "Principal in Charge ") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors 4 16 C `2 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, Technical Support and Financial Consulting Services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The OWNER reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and /or deficient documents, failure to comply with local, state and/or federal requirements 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 5 16C 2 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 CONSULTANTS 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 CONSULTANTS 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 speck established Survey Monumentation, such as Certified Section Comers (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. M 16 C12 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by OWNER through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty -eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 16V 2 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 CONSULTANTS Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever. (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order, or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; E:3 16 C'2 (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order, (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ( "Schedule ") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement 9 16C 2 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 CONSULTANTS 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. 10 16C 2 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 fumish 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 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. 11 16C 2 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANTS performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 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 fromlto 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. 12 16C 2 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. 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. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on 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. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 13 16C 2 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ( "Project Documents'). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 16C ARTICLE 7 MAINTENANCE OF RECORDS z 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one -half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and /or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 15 16C 2 but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.32 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. 16 16C 2 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self - insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 14 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 17 16C" Z 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 subconsukants 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 18 16 C '2 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 CONSULTANTS acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of 19 16 C '2 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) CONSULTANTS failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANTS principals, officers or directors, or (d) CONSULTANTS failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANTS failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 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 20 16C 2 whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANTS recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANTS 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 21 16C 2 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 CONSULTANTS written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the OWNER payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from OWNER. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the 22 16C 2 compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 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 23 16 C 'Z 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 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: CH2M Hill, Inc. 5801 Pelican Bay Blvd., Suite 505 Naples, FL 34108 Telephone: 678 - 530 -4284 Fax: 770 - 604 -9183 Attention: John T. Razzolini, VP 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. 24 16C 2 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. 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 25 16C 2 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 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. 26 16C Z 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)(x) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision - making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision- making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should 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. 27 16C 2 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the OWNER shall have the discretion to unilaterally terminate this agreement immediately. 28 16C 2 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Engineering, Technical Support and Financial Consulting Services for Solid Waste" the day and year first written above. ATTEST: Dwight:.�roclt; �letk By: ,1 .� ApproveqA to form and legal cienc � a ounty orney Witness Sara Roberts, Sales Manager Typed Name and Title it ss J i Martin, A ministrative Typed Name.and Title BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Fred W. Coyle, Chairman CI-12M Hill, Inc. John T. Razzolini, Vice President Typed Name and Title Assistant 29 SCHEDULE A WORK ORDER # 16C 2 Agreement for "Engineering Technical Support and Financial Consulting Services for Solid Waste ", Dated: , 2010 (RFP 10 -5485) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 2010 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: 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 (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 1 $ 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. PREPARED BY: name and title APPROVED BY: Department Director, Department Name APPROVED BY: Division Administrator, Division ACCEPTED BY: Company name Signature of Authorized Company Officer Type or Print Name and Title A -1 Date Date Date Date 16C SCHEDULE B Contract 10 -5485 "Engineering, Technical Support and Financial Consulting Services for Solid Waste" Standard Hourly Rate Schedule 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. B -1 2 16C 2 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 allowed to expire until at least thirty (30) days prior written notice has been given to the M1 16C 2 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 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 C -2 16C 2 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 fumish 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 (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) X $500,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee C -3 16C Z $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. Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? —x_ Yes (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 C-4 $300,000 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 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 C -5 16C 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 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 C -5 16C 2 shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement 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. Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? Yes (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. Caa 2 The policy shall contain wording to the effect that in the event o the O p Y 9 , 2 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 (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 (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 C -7 limits other than the a pp lication of the aggregate limits provision. In aditA . 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 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 [off] 16C policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project- specific professional liability insurance policy in consideration for a reduction in CONSULTANTS self - insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. C. Current deductibles /self- insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. C -9 16C 2 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, CH2M Hill, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning Engineering Technical Support and Financial Consulting Services for Solid Waste" are accurate, complete and current as of the time of contracting. CH2M Hill, Inc. BY: TITLE: vice President DATE: August 27, 2 010 D -1 16C 2 ^' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYW) A`C�ORD 09/15/2010 PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION MARSH USA, INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1225 17TH STREET, SUITE 2100 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR DENVER, CO 80202 -5534 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 15114 - 00124 -GAWC -10/11 TPA DE INSURED CI-12M HILL, INC. 4350 WEST CYPRESS STREET, SUITE 600 TAMPA, FL 33607 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Zurich American Insurance Co 16535 INSURER B: American Zurich Insurance Co. 40142 INSURER C: INSURER D: INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSA LTR ADD' IN SR TYPE OF INSURANCE POLICY NUMBER POLICr EFFECTIVE DATE IMMIDONYYY) POLICY EXPIRATION DATEIMM/DDNYYY) LIMITS X GENERAL LIABILITY EACH OCCURRENCE DAMAGE TO PREM SES Ea occuErrence $ 1,500,000 A X I COMMERCIAL GENERAL LIABILITY CLAIMS MADE [XI OCCUR GL03784726 -06 05/01/2010 05/01/2011 MED EXP (Any one person) $ $500,000 SIR PERSONAL & ADV INJURY $ 1,500,000 GENERAL AGGREGATE $ 5,000,000' GENERAL AGGREGATE LIMIT APPLIES PER POLICY PRO JECT LOC PRODUCTS - COMP/OP AG $ 5,000,000 A X AUTOMOBILE X LIABILITY ANY AUTO BAP8378516 -15 05/01/2010 05/01/2011 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,0001 ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) BODILY INJURY $ HIRED AUTOS NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ $ AUTO ONLY: AGG EXCESS /UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR F-1 CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ B B A WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER /MEMBER EXCLUDED? ( ay y � �r SPECIAL PROVISIONS below WC8378566 -16 (AOS) WC8378565 -15 (1M & MA) WC3784761- 05(ID) 05/01/2010 05/01/2010 05/01/2010 05/01/2011 05/01/2011 05/01/2011 X I WC STATU- OTH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATION S /LOCATK)NSIVEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS RE: CONTRACT #10 -5485. THE CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED ON THE GENERAL LIABILITY POLICY BUT ONLY WITH RESPECT TO LIABILITY ARISING OUT OF THE NAMED INSUREDS ONGOING OPERATIONS PERFORMED FOR THAT ADDITIONAL INSURED. THE CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED ON THE AUTOMOBILE LIABILITY AS REQUIRED BY CONTRACT OR AGREEMENT. CERTIFICATE HOLDER SEA- 001607128 -02 CANCELLATION ACORD 25 (2009101) ©1998 -2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE BOARD OF COUNTY COMMISSIONERS EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL COLLIER COUNTY PURCHASING DEPT. 3301 AMIAMI TRAIL EAST NAPLES, FL 34112 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. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Sharon A. Hammer L�✓><1 Q -ot�.. �+E ACORD 25 (2009101) ©1998 -2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD 16C 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. 16C 2 �, - - — - DATE (MM/ Av d' CERTIFICATE OF LIABILITY INSURANCE 09/15/2010 PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION MARSH USA, INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1225 17TH STREET, SUITE 2100 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR DENVER, CO 80202 -5534 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 15114 - 00006 -PL2MM -10/11 TPA DE INSURED CH2M HILL, INC. 4350 WEST CYPRESS STREET, SUITE 600 TAMPA, FL 33607 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Zurich American Insurance Company 16535 NSURER B: INSURER C INSURER D: INSURER E: A COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL NS ADD' POLICY EFFECTIVE POLICY EXPIRATION NSA ADO' TYPE OF INSURANCE POLICY NUMBER DATE (MWDDIYYYY) DATE (MMIDDNYYY) LIMITS LTR EACH OCCURRENCE GENERAL LIABILITY DAMAGE TO RENTED $ COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence) - MED EXP (Any one person) $ CLAIMS MADE a OCCUR PERSONAL 8 ADV INJURY $ GENERAL AGGREGATE $ GENERAL AGGREGATE LIMIT APPLIES PER PRODUCTS - COMWOP AG $ POLICY M JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY $ ALL OWNED AUTOS (Per person) SCHEDULED AUTOS HIRED AUTOS BODILY INJURY $ (Per accident) NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) $ AUTO ONLY - EA ACCIDENT $ GARAGE LIABILITY $ OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: AGG EXCESS / UMBRELLA UABIUTY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE $ DEDUCTIBLE $ WC STATU- OTH- RETENTION $ WORKERS COMPENSATION AND $ EMPLOYERS' LIABILITY L. EACH ACCIDENT ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N .L. DISEASE - EA EMPLOYE $ OFFICERIMEMBER EXCLUDED? � E.L. DISEASE - POLICY LIMIT $ (Mandatory fn NH) it yes, describe under SPECIAL PROVISIONS below OTHER EOC3829621 -08 05/01/2010 05/01/2011 ,000 EACH CLAIM AND A PROFESSIONAL LIABILITY' TOTAL FOR ALL CLAIMS TOTAL $500,000 DEDUCTIBLE DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS RE: CONTRACT #10 -5485. EPERIOD BALL OF THE INSURED. THE LIMIT WILL BE REDUCED BY PAYMENTS OF INDEMNITY AND EXPENSE. THOE POLICY FOR OPERATIONS CERTIFICATEHULUErc SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY PURCHASING DEPT. 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 3301 TAMIAMI TRAIL EAST BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND NAPLES, FL 34112 UPON THE.. INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Sharon A. Hammer one .rnon i noonoeTt(1N All Rinhts Reserved ACORD 25 (ZOOS /U1) """ ---- - - - The ACORD name and logo are registered marks of ACORD 16C Z IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.