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Backup Documents 07/27-28/2010 Item #16C 3
MEMORANDUM 16 C3 Date: August 4, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #10 -5479: Construction Engineering and Inspection Services for the NCWRF Compliance Assurance Project Contractor: Hole Montes Enclosed please find an original, as referenced above (Agenda Item #16C3), 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: ' C p R C_O` (P-1,-) 16C3 DATE I?,,.Y Z v DO NOT WRITE ABOVE THIS LINE �F REQUEST FOR LEGAL SERVICES SC-Qtt Date: July 27, 2010 -ku 6l To: Office of the County Attorney Attention: Jeff Klatzkow From: Diana De Leon, Contract Technician Purchasing Department, Extension 8375 Re: Contract: #10 -5479 "Construction Engineering and Inspection Services for the NCWRF Compliance Assurance Project' Contractor: Hole Montes BACKGROUND OF REQUEST: �lv This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.3 3V This item has not been submitted. ACTION REQUESTED: Contract 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: Pete Schalt, PU Planning & PM �``0 CHECKLIST FOR REVIEWING CONTRACTS Entity name correct on contract? Entity registered with FL Sec. of State? Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability I General Aggregate Required $ 1 m; Products /Compl/Op Required $ Personal & Advert Required $ U Each Occurrence Required $ Fire/Prop Damage Required $_ Automobile Liability Bodily Inj & Prop Required $� I Workers Compensation Each accident Required S. I I Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability es t/ es es Yes Provided Q M't 11 Provided $ it Provided Provided $ r Provided $ `Oa Provided $ rn 1 Provided $ p� Provided $ Provided $ Each Occurrence Provided $ A Aggregate Provided $ « , , Does Umbrella sufficiently cover any underinsured portion? Professional Liability No No No No No No Exp. Date Exp. Date Exp. Date Exp. Date Exp. Date Exp Date Exp Date Exp Date Exp Date -:7� t Exp Date N Exp Date it Yes No Exp. Date " 1 Exp. Date i s / Each Occurrence Required $ km \1 Provided $ Per Aggregate Required $ # I J ' Provided $ i Other Insurance Each Occur Type: Required $ County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? 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? Provided $ es No Yes No Zyes o Yes No Yes No Yes No Yes No Exp Date 16C3 Signature Blocks Correct executor name in signature block? e No Correct title of executor? No Executor authorized to sign for entity? es No Proper number of witnesses /notary? Y 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? e No Attachments ' 0 Are all required attachments included? Yes No Reviewer Initials: Date: 04 -COA -01030 2 16C3 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 -5479 "Construction Engineering and Inspection Services for the NCWRF Compliance Assurance Project" Contractor: Hole Montes This Contract was approved by the BCC on July 27, 2010; Agenda Item 16.C.3 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: Pete Schalt, PU Planning & PM DATE I JUL 2 a 26V RISK W&GEMW 1603 SmithKristen From: RaymondCarter Sent: Thursday, July 29, 2010 10:30 AM To: DeLeonDiana Cc: schalt_p; mausen_g; HerreraSandra; SmithKristen Subject: 10 -5479 "Construction Engineering and Inspection Services for the NCWRF Compliance Assurance Project" All, I have approved the certificate(s) of insurance provided by Hole Montes for contract 10 -5479. 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. wft.sunbiz.org - Department of State � ag� 1 of 3 6 Cj 3 6 Home Contact Us E- Filing Services Document Searches Forms Help Previous on List Next on List Return To List Entity Name Search Events Name History Submit Detail by Entity Name Florida Profit Corporation HOLE MONTES, INC. Filing Information Document Number 449782 FEI /EIN Number 591518838 Date Filed 04/03/1974 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 11/29/2000 Event Effective Date NONE Principal Address 950 ENCORE WAY NAPLES FL 34110 Changed 02/20/2001 Mailing Address 950 ENCORE WAY NAPLES FL 34110 Changed 03/07/2008 Registered Agent Name & Address WOLSKI, JOHN R 950 ENCORE WAY NAPLES FL 34110 US Name Changed: 11/01/1996 Address Changed: 02/20/2001 Officer /Director Detail Name & Address Title PD TAYLOR, THOMAS M 950 ENCORE WAY NAPLES FL 34110 Title VD HERMANSON, GEORGE H 950 ENCORE WAY NAPLES FL 34110 http: / /www. sunbiz. org/ scripts /cordet.exe? action= DETFIL &inq_doc_ number= 449782 &inq... 6/24/2010 www.sunbiz.org - Department of State Title VD MURRAY, ROBERT L 6200 WHISKEY CREEK DRIVE FORT MYERS FL 33919 Title ST WOLSKI, JOHN R. 950 ENCORE WAY NAPLES FL 34110 Title VD BRYLANSKI, RICK 6200 WHISKEY CREEK DRIV FORT MYERS FL 33919 Title VD BENSON, RONALD E 950 ENCORE WAY NAPLES FL 34110 Annual Reports Report Year Filed Date 2008 03/07/2008 2009 03/18/2009 2010 02/18/2010 Document Images 02/18/2010 --ANNUAL REPORT View image in PDF format 03/18/2009 -- ANNUAL REPORT View image in PDF format 03/07/2008 -- ANNUAL REPORT View image in PDF format 03/12/2007 -- ANNUAL REPORT View image in PDF format 03/09/2006 -- ANNUAL REPORT View image in PDF format 03/30/2005 -- ANNUAL REPORT View image in PDF format 02/10/2004 -- ANNUAL REPORT View image in PDF format 04/28/2003 -- ANNUAL REPORT View image in PDF format 02/26/2003 -- ANNUAL REPORT View image in PDF format 02/03/2002 -- ANNUAL REPORT View image in PDF format 02/20/2001 --ANNUAL REPORT View image in PDF format 11/29/2000 -- Name Change View image in PDF format 03/24/2000 -- ANNUAL REPORT View image in PDF format 04/14/1999 -- ANNUAL REPORT View image in PDF format 01/22/1998 -- ANNUAL REPORT View image in PDF format 02/19/1997 -- ANNUAL REPORT View image in PDF format 04/05/1996 --ANNUAL REPORT View image in PDF format 03/22/1995 -- ANNUAL REPORT View image in PDF format 02/03/1995 -- ANNUAL REPORT View image in PDF format Note: This is not official record. See documents if question or conflict. Page 2 of 3 16C3 http: / /www.sunbiz.org/ scripts /cordet.exe? action= DETFIL &inq_doc_ number= 449782 &inq... 6/24/2010 vA w.sunbiz.org - Department of State 16C3 Page 3 of 3 Previous on List Next on List Return To List Entity Name Search Events Name History Submit Home I Contact us I Document Searches I E- Filinq Services I Forms I Help Copyright© and Privacy Policies State of Florida, Department of State http: / /www. sunbiz.org/ scripts /cordet.exe? action = DETFIL &inq_doc_number = 449782 &inq... 6/24/2010 16C3 Contract #10 -5479 "Professional CEI Services for the NCWRF Compliance Assurance Project" PROFESSIONAL SERVICES AGREEMENT f THIS AGREEMENT is made and entered into this -Qlnay of A,L, 2010, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY ") and Hole Montes, Inc., authorized to do business in the State of Florida, whose business address is 950 Encore Way, Naples, Florida 34110 (hereinafter referred to as the "CONSULTANT "). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional Construction, Engineering and Inspection (CEI) services of the CONSULTANT concerning NCWRF Compliance Assurance Project (hereinafter referred to as the "Project "), said services being more fully described in Schedule A, "Scope of Services ", which is attached hereto and incorporated herein; and WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: I ARTICLE ONE CONSULTANT'S RESPONSIBILITY 16 c.3 1.1. CONSULTANT shall provide to COUNTY professional Construction, Engineering and Inspection (CEI) services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation ", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and /or retain only qualified personnel to provide such services to COUNTY. 1.5. CONSULTANT designates Clifford Pepper P.E., a qualified licensed professional, to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator "). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating 2 16C3 to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without COUNTY'S prior written approval, and if so removed must be immediately replaced with a person acceptable to COUNTY. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from County to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to COUNTY. 1.7. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise COUNTY regarding resolution of each such conflict. COUNTY'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 3 16C3 -f 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and /or deficient documents, failure to comply with local, state and /or federal requirements and /or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all- inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and /or items necessary to correct the deficiencies directly related to the Consultant's non - performance whether or not the County obtained substitute performance. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without COUNTY'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 COUNTY prompt written notice of any such subpoenas. 1.9 As directed by COUNTY, 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 COUNTY. Information layers shall have common naming conventions (i.e. right -of -way - ROW, centerlines - CL, edge -of- pavement - EOP, etc), and adhere to industry standard CAD specifications. 4 ARTICLE TWO 16 C31 ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by COUNTY through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in COUNTY'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior to starting such services. COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to COUNTY of the emergency within forty -eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty -eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 5 16C3 2.1. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, COUNTY'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for COUNTY'S use. 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting COUNTY in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by COUNTY, other than visits to the Project site or COUNTY' office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 6 16C3 2.8. Preparing to serve or serving as a CONSULTANT or witness for COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as COUNTY'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager "). The Project Manager shall have authority to transmit instructions, receive information, interpret and define COUNTY'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; 16C3 (b) Provide all criteria and information requested by CONSULTANT as to COUNTY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the COUNTY'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from COUNTY for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify COUNTY in writing within five (5) working days after 8 16C3 commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which COUNTY 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 COUNTY. CONSULTANT'S sole remedy against COUNTY will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by COUNTY to CONSULTANT 9 16C3 be deemed a waiver of any right or claim COUNTY may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation ", which is attached hereto and made a part hereof. ARTICLE SIX COUNTYSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by COUNTY, CONSULTANT shall deliver to COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ( "Project Documents "). COUNTY 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 COUNTY 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 COUNTY to pay any additional compensation, CONSULTANT hereby grants to COUNTY a nonexclusive, irrevocable license in all of the Project Documents for COUNTY'S use on this Project. CONSULTANT warrants to COUNTY that it has full right and authority to grant this license to COUNTY. Further, CONSULTANT consents to COUNTY'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by COUNTY. 10 ARTICLE SEVEN 16C3 MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. COUNTY, or any duly authorized agents or representatives of COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. II 16C 3 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 COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by COUNTY applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self- insurance program carried by COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 12 16C3 ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or replaced without COUNTY'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. 13 16C3 Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub - subconsultants or sub - subcontractors. 10.4 CONSULTANT acknowledges and agrees that COUNTY 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 COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at County's discretion, they are assignable to COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by COUNTY shall be deemed to be a waiver of any of COUNTY'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for COUNTY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S 14 16C3 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, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. COUNTY shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against COUNTY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against COUNTY, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by County, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. 15 16C3 - - ` 12.5. The COUNTY shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6 In the event (i) COUNTY fails to make any undisputed payment to CONSULTANT within forty -five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) COUNTY otherwise persistently fails to fulfill some material obligation owed by COUNTY to CONSULTANT under this Agreement, and (ii) COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to COUNTY of CONSULTANT'S intent to terminate this Agreement. If COUNTY 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 COUNTY, terminate the Agreement and recover from the County 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 County. 16 ARTICLE THIRTEEN 16C3 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In- Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the Agreement price was increased due to inaccurate, incomplete, or non - current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. 17 16C3 , ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following COUNTY'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Building H 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing /General Services Director Fax: 239 - 732 -0844 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Hole Montes Inc. 950 Encore Way, Naples, FL 34110 Telephone: 239 - 254 -2000 Attn: Mr. Clifford Pepper P.E. Fax: 239 - 254 -2097 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. 18 ARTICLE SEVENTEEN 16C3 MISCELLANEOUS 17.1. CONSULTANT, in representing COUNTY, shall promote the best interests of COUNTY and assume towards COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of COUNTY. 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. 19 16C3 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT /PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is 20 3r4 executed, CONSULTANT shall sign and deliver to COUNTY the Truth -In- Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision - making authority and by COUNTY'S staff person who would make the presentation of any settlement reached during negotiations to COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision - making authority and 21 16C3 by COUNTY'S staff person who would make the presentation of any settlement reached at mediation to COUNTY'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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 County shall have the discretion to unilaterally terminate this agreement immediately. 22 16C3 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Construction, Engineering and Inspection (CEI) services on the day and year first written above. ATTEST: Dwi t E. ,C,,'�4ta' L^1 Date-. Approved as to form and le ufficienc Deputy County Attorney Witness, 170 0 z Ski Typed Name Witness ' Ak k�( T. Typed Name 23 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Fred W. Coyle, Chairman Hole Montes, Inc. By: V , Typed Name and Title Item # Agenda Date � O Date Recd Ll Deputy Clerk SCHEDULE A 16C3 SCOPE OF SERVICES SCOPE OF SERVICES 1. DESCRIPTION OF PROJECT: 1.1. CONSTRUCTION ENGINEERING AND INSPECTION SERVICES COMPLIANCE ASSURANCE PROJECT NORTH COUNTY WATER RECLAMATION FACILITY Hole Montes is pleased to submit this proposal for professional construction engineering and inspection services related to the Compliance Assurance Project at the North County Water Reclamation Facility. These services will provide successful management of the cost, time and quality aspects of this project. The professional services will include contract administration, process technical assistance and support during construction, site observation of construction, assistance with equipment startup, and preparation of record drawings. As our previous CEI experience has demonstrated, Hole Montes will provide all stakeholders and sponsors with a successful project as well as timely and accurate information during the construction period and beyond. Project Background The Compliance Assurance Project (CAP) includes new odor control systems as well as upgrades to the existing system at the Preliminary Treatment structure. The CAP also includes extensive modifications to the existing MLE aeration basins, aeration blower upgrade, lining of two reuse /reject water ponds, revisions to existing pond berms and piping and lining, and modifications to the north bleach system. The initial CEI services were provided under a separate County contract with others. This proposal will provide services commencing on August 16, 2010 and covering the remaining 460 days of construction activities through November 19, 2011 as well as an additional period related to project close -out activities. Project Scope • The following activities outline the work anticipated for Hole Montes during the construction of the Compliance Assurance Project. • Coordinate all field activities with the operational staff at the NCWRF. • Provide timely review of shop drawings, submittal information and O &M Manuals. • Respond to Requests for Information from the contractor within an average of three work days. • Provide contract administration for the construction contract consisting of (a) processing payment applications, (b) review of construction schedule updates and field progress, (c) issuance of change order requests and change orders, (d) management of the contractor's work and funds related to the Allowance Bid item, and (d) prepare contract close -out documents. A -1 16C3 • Provide operational support services to maintain continuous compliance with DEP requirements and help ensure production of IQ water. • Conduct site observation of construction and provide daily reports with photographs to the County. • Provide site visits by an engineer to inspect the field progress and respond to questions. The estimated time for site visits is described on the enclosed fee spreadsheet. • Attend up to 40 project meetings in order to monitor progress, respond to field issues and communicate with the contractor. • Provide engineer oversight of equipment functional startup and testing. • Develop operational protocols and identify damper settings for the multiple scenarios of odor control system operation. • Conduct completion inspections and submit Substantial and Final Completion certificates and punch lists to the contractor and County. • Provide record drawings based on information from the contractor. We have also excluded costs from the proposed budget for the following activities: (a) any permitting preparation or application costs, (b) investigation or management of hazardous materials and historical artifacts, and (c) laboratory testing except as noted in the fee schedule. Project Schedule Our schedule is based on the field construction activities being a total of 16 months or 78 weeks commencing on date of notice to proceed. The proposal includes an additional period of two months related to contract close -out activities. Additional services include warranty inspections that will occur up to one year after completion of construction. 2. CONSTRUCTION PHASE: 2.1. CONSULTANT shall keep COUNTY apprised of all contacts and /or communications between CONSULTANT and Contractor. COUNTY shall be copied on all correspondence between CONSULTANT and Contractor. All contacts and /or communications between CONSULTANT and the various subcontractors shall be routed through Contractor. 2.2. During the Construction Phase, CONSULTANT shall provide the following services: 2.2.1. Prepare a list of required submittals for shop drawings, product data, samples, warrantees, and other submittals required by Contract Documents, in tabular form which will indicate specification section number and section name (CSI Format) per Project Manual Table of Contents. 2.2.2. Process, review, respond and distribute shop drawings, product data, samples, substitutions and other submittals required by the Construction Documents within five (5) business days. 2.2.3. Maintenance of a master file of all submittals, including submittal register, made to CONSULTANT, with duplicates for COUNTY. COUNTY'S copy A -2 16 shall be in electronic /CD format and submitted at time of Substantial C 3 Completion. 2.2.4. Construction field observation services consisting of visits to the Project site as frequently as necessary, but not less than once every week, to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Construction Documents. When CONSULTANT discovers portions of the Work which do not conform to the Construction Documents, CONSULTANT, shall have the authority and duty to reject such Work. Provide a written report of each visit, within five (5) business days from the CONSULTANT'S site visit, to the COUNTY'S Project Manager. This field observation requirement shall apply to any subconsultants or subcontractors of CONSULTANT at appropriate construction points. 2.2.5. CONSULTANT, as representative of COUNTY during construction, shall advise and consult with COUNTY. Through its on -site observations of the Work in progress and field checks of materials and equipment, CONSULTANT shall endeavor to provide protection for COUNTY against defects and deficiencies in the Work of Contractor and the various subcontractors of Contractor. 2.2.6. Prior to the first Application for Payment, the CONSULTANT shall review the Contractor's Schedule of Values and recommend adjustments. Based on such observations at the site and on the Applications for Payment submitted by the Contractor, CONSULTANT shall recommend the amount owing to Contractor and shall acknowledge the Application for Payment initially completed by the Contractor for such amounts. The CONSULTANT shall date stamp all Applications for Payment submitted to CONSULTANT by the Contractor as required by Section 218.735 Fla. Stats., otherwise known as the "Local Government Prompt Payment Act" and timely accept or reject such Application for Payment. If the invoice is accepted, the CONSULTANT shall forward the invoices to the project manager for review and delivery to finance, if the invoice is rejected, the CONSULTANT shall send a rejection letter to the Contractor with a copy to the project manager. The issuance of Certificate of Payment shall constitute a representation by CONSULTANT to COUNTY that: (i) the Work has progressed to the point indicated; (ii) that to the best of CONSULTANT'S knowledge, information and belief, the quality of the Work is in accordance with the Construction Documents subject to minor deviations from the Construction Documents correctable prior to completion, and to any specific qualifications stated in the Application for Payment; and (iii) Contractor is entitled to payment in the amount certified. 2.2.7. CONSULTANT shall review claims for extra compensation, or extensions of time from Contractor, make written recommendations to COUNTY within five (5) business days concerning validity, and prepare responses for COUNTY. 2.2.8. CONSULTANT shall be, in the first instance, the interpreter of the requirements of the Construction Documents. CONSULTANT shall A -3 16C3 render opinions on all claims of Contractor relating to the execution and progress of the Work and on all other matters or questions related thereto. CONSULTANT'S decisions in matters relating to artistic effect shall be final if consistent with the intent of the Construction Documents, subject to COUNTY'S approval. CONSULTANT shall review for comment or approval any and all proposal requests, supplemental drawings and information, substitutions, value engineering suggestions and change orders. 2.2.9. Prepare, reproduce and distribute supplemental drawings, specifications and interpretations in response to requests for clarification by Contractor or COUNTY as required by construction exigencies. CONSULTANT'S response to any such request must be received by COUNTY and Contractor within five (5) business days. CONSULTANT will review and respond to all submittals from Contractor, including but not limited to shop drawings, within a reasonable period of time so as not to delay the progress of the Work, but in no event, more than five (5) business days, unless COUNTY expressly agrees otherwise in writing. Review of Contractor's submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of Contractor as required by the Contract Documents. CONSULTANT'S review shall not constitute approval of safety precautions or, unless otherwise specifically stated by CONSULTANT, of any construction means, methods, techniques, sequences or procedures. CONSULTANT'S approval of a specific item shall not indicate approval of an assembly of which the item is a component. 2.2.10. CONSULTANT shall have authority to reject Work which does not conform to the Construction Documents. Whenever, in its reasonable opinion, CONSULTANT considers it necessary or advisable to insure the proper implementation or the intent of the Construction Documents, subject to COUNTY'S prior written approval, CONSULTANT will have authority to require special inspection or testing of any Work in accordance with the provisions of the Construction Documents whether or not such Work be then fabricated, installed or completed. 2.2.11. CONSULTANT shall review and provide written comment upon all Change Orders requests by the Contractor, as well as any cost estimate associated with a Change Order request, prepared by Contractor. Upon agreement by the COUNTY, the CONSULTANT shall prepare and provide Change Orders or Work Change Directives to the COUNTY in accordance with the COUNTY'S Administrative Procedures for approval and issuance to the Contractor and revise the Construction Documents accordingly. 2.2.12 CONSULTANT shall submit to the applicable building permit office the number of sets of drawings and /or documents reflecting the approved changes in the Work as may be required by that office. Code compliance issues must be approved by the applicable building permit office prior to inspection of the subject Work. A -4 16C3 2.2.13. CONSULTANT shall review the Project schedule, subcontractor construction schedule(s), schedule(s) of shop drawing submittals and schedule(s) of values prepared by Contractor and advise and /or recommend in writing to COUNTY concerning their acceptability. 2.2.14. CONSULTANT shall attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences, pre - closeout meetings and other Project - related meetings, and provide the official meeting minutes for these meetings. The CONSULTANT'S official meeting minutes will be in addition to any meeting agenda, or meeting minutes prepared by the Contractor. 2.2.15. Receive notice from Contractor if other work related to the Project by COUNTY'S own forces, by utility County's, or by other direct contractors will involve additional expense to Contractor or require additional time and promptly advise COUNTY in writing. 2.2.16. Receive copies of all accident reports submitted by Contractor and promptly advise COUNTY. 2.2.17. Advise COUNTY of facts known to CONSULTANT which may constitute an event of default on the part of the Contractor under the Contract Documents, and advise and make recommendations to the COUNTY with respect to the remedies available to the COUNTY under the Contract Documents. 2.2.18. Review and comment upon, without assuming any liability for, Contractor's quality control program. 2.2.19. Review the Work to confirm that the plans and facility comply with the current Florida Building Code, and maintain a copy of the current Florida Building Code at its office for review by Contractor. Report any discrepancies observed or noted to COUNTY. The applicable building permit office will prepare and issue the Certificate of Occupancy at the appropriate time to the Contractor, on the form approved by COUNTY 2.2.20. CONSULTANT shall manage the COUNTY'S Project closeout process. Upon notice from Contractor, and with the assistance of COUNTY, CONSULTANT shall conduct the Substantial Completion inspection and if appropriate issue the Certificate of Substantial Completion. Review and comment upon, and supplement as appropriate, the punch lists to be prepared by Contractor. Notify Contractor in writing of work not complete. 2.2.21. Upon notice from Contractor, conduct final inspections and assist COUNTY in final acceptance of Project. If appropriate, issue the Certificate of Final Inspection on the form approved by COUNTY 2.2.22. Evaluate all testing results and make recommendations to COUNTY. 2.2.23. Assist COUNTY in the establishment of programs of operation and maintenance of the physical plant and equipment. M51 6C3� 2.2.24. Assist COUNTY and Contractor in the training of the facility operation and maintenance personnel with respect to the proper operations, schedules, procedures and inventory controls for the various Project equipment and systems. Such assistance shall include assisting COUNTY in arranging for and coordinating the instruction and training on operations and maintenance of the Project's equipment and systems in conjunction with the various manufacturer representatives. Further, CONSULTANT is to attend all such training sessions, unless otherwise consented to by COUNTY in writing. 2.2.25. Review for compliance with Contractor's obligation under the Contract Documents, all operation and maintenance manual submittals, prior to submittal to COUNTY. 2.2.26. Schedule via COUNTY and visit with COUNTY and Contractor the facility at initial occupancy and at six (6) and eleven (11) months after issuance of the Certificate of Substantial Completion. During each facility visit, CONSULTANT shall observe, troubleshoot and advise in the operation of building systems. This shall not relieve CONSULTANT of its obligation to make other visits to the facility based on need should specific issues arise. 2.2.27. After Contractor provides CONSULTANT with its marked -up "As- Built" drawings and specifications, CONSULTANT will revise the final approved Construction Documents to incorporate all "As- Built" information contained in the Contractor's marked -up "As- Built" drawings and specifications, as well as to reflect all addenda, contract changes and field changes (sometimes referred to herein as the "Record Documents "). CONSULTANT shall provide COUNTY with one (1) electronic copy on compact disk (CD) of the Record Documents, two sets of the conformed, signed and sealed drawings and prints, and two sets of the conformed Project Manual /Specifications signed and sealed. 2.2.27.1 The electronic copy on CD of the Record Documents shall be provided in AutoCAD.dwg format, "purged and bound ", and compatible with COUNTY'S system. 2.2.27.2 Throughout the Construction Phase, CONSULTANT shall review Contractor's marked -up "As- Built" drawings and Project Manual /Specifications, on a regular basis, and at least monthly prior to certification of Contractor's monthly payment application, to verify that Contractor is regularly updating the "As- Builts." 2.2.28. Consult with, and recommend solutions to, COUNTY during the duration of warranties in connection with inadequate performance of equipment, materials or systems under warranty. 2.2.29. Submit a facility and equipment review schedule to COUNTY at the time of Substantial Completion. Perform reviews of facilities and equipment prior to expiration of warranty period(s) to ascertain adequacy of performance, materials, systems and equipment. Submit a written report to COUNTY. A -6 16 C,3 2.2.30. Document noted defects or deficiencies and assist COUNTY in preparing instructions to Contractor for correction of noted defects. 2.2.31. The CONSULTANT, upon final acceptance of the Project, shall issue and sign the Certificate of Final Inspection on the form approved by COUNTY 3. DELIVERABLES: CONSULTANT shall furnish documents in type, format, version and quantities indicated by COUNTY. A -7 16C3 SCHEDULE B BASIS OF COMPENSATION "Consulting, Engineering and Inspection (CEI) Services for NCWRF Compliance Project" TIME AND MATERIAL 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to COUNTY as part of its monthly invoice, a progress report reflecting the Project design and construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then - authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed or e- mailed to the attention of: Pete Schalt, P.M.P. Project Manager Collier County Government Center 3301 Tamiami Trail East, Building H, 3rd Floor Naples, Florida 34112 peteschalt@colliergov.net 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, COUNTY agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses in accordance with the terms stated below. Provided, however, in no event shall such compensation exceed the amounts set forth in the table below. ITEM TASK NOT TO EXCEED AMOUNT: 1. Management Engineering Services $ 391,172.00 2. Detailed Observation & Field Inspection $ 428,150.00 3 Additional Services $ 55,728.00 4 Reimbursable Expenses $ 12,150.00 TOTAL FEE (Total Items 1 -4) $ 887,200.00 B.2.2. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT'S personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I "Schedule of Fees and Basic Services" to this. B.2.3. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by COUNTY, regarding 16C3 CONSULTANT'S Direct Labor Costs incurred at the time of billing, to be reviewed and approved by COUNTY. B.2.4 For Additional Services provided pursuant to Article 2 of the Agreement, COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. The negotiated fee shall be based upon the rates specified in Attachment I to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without COUNTY'S prior written approval. B.2.5. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out -of- pocket expenses incurred in the performance of all such services. B.2.6 Notwithstanding anything in this Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by COUNTY, pending resolution of the dispute provided that COUNTY continues to pay to CONSULTANT all amounts that COUNTY does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees and Reimbursable Expenses earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by County. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.1.1 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. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and the Project name and shall not be submitted more than one time monthly. B.3.3 Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task limits set forth in the table in Section 2.1 by the percentage County has determined CONSULTANT has completed such task as of that particular monthly billing. IM 16C3 B.3.4 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.5 Unless specific rates have been established in Attachment I, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B.3.5.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark -up by the CONSULTANT, and shall consist only of the following items: B.3.5.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.5.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by COUNTY. Such expenses, if approved by COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by COUNTY, may include mileage for trips that are from /to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.5.1.3. Permit Fees required by the Project. B.3.5.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by COUNTY. B.3.5.1.5 Expense of models for the County's use. B.3.4.1.6 Other items on request and approved in writing by the COUNTY. B.3.5.2 Should a conflict exist between the dollar amounts set forth in Section 112.061, F.S., and the Agreement, the terms of the Agreement shall prevail. 16C3 SCHEDULE B - ATTACHMENT I SCHEDULE OF FEES FOR BASIC SERVICES & HOURLY RATES "Consulting, Engineering and Inspection (CEI) Services for NCWRF Compliance Project" Task 1. Contract Administration: Not to exceed $ 391,172.00 • Construction Meetings • Project Management, Pay Requests • Submittals & RFIs • Electrical, Structural & Instrumentation Subs • Project Completion • Record Drawings Task 2. Detailed Observation & Field Inspection: Not to exceed $ 428,150 00 • Sr. Inspector • Engineer Site Visits • Electrical Inspection • Structural & Instrumentation Inspections • Startup and Testing • Substantial & Final Completion Inspections Task 3. Additional Services: Not to exceed $ 55,728 00 • Allowance: Field Survey • Allowance: Special Materials Testing • Operational Support Services • Warranty Inspections Task 4. Reimbursable Expenses: Not to exceed $12,150.00 • Copies, UPS, Postage • Document Reproduction 1 :E! 16C3' SCHEDULE B - ATTACHMENT I - Continued HOURLY RATES "Consulting, Engineering and Inspection (CEI) Services for NCWRF Compliance Project" HOURLY RATES R4ansprrinal Qatm cs girl -1pEr1 S4ani+or F'rcoj4eot I\Aana Oar F1rcJc3o=t [\Am sac„ or t-ani nr F-Hnginear F-Eng i rreear Setnl4 or t nspee c:t<>r 1 n;s# +etc�r �S4anic.w FPtanrnor Rlanner r !S+eninrr FDcnnsi nee r E>essigryer FEnvirc>r m4ental pa<,-imffst S+eenic>r €31 s �Specfali t 1,'q pecialt �Ic�rec�rl Surveaycxr anci Mapper ^[31> -t"4ochnic--iarn Sur-v4---y (,new -- 2 m a n u ry y r-.,--vv - 3 man S u rva C-' raver - 4 man RIM -Stamclard Hcsuirf%f Rate $195 $1 61 5 $'148 $"1 555 $86 $a5 $140 $110 $115 100 $115 $145 $100 $60 $130 $S5 130 $160 $'160 SCHEDULE C PROJECT SCHEDULE 16C3 "Consulting, Engineering and Inspection (CEI) Services for NCWRF Compliance Project" Task 1. Contract Administration: Not to exceed 460 days from Notice to Proceed • Construction Meetings • Project Management, Pay Requests • Submittals & RFIs • Electrical, Structural & Instrumentation Subs • Project Completion • Record Drawings Task 2. Detailed Observation & Field Inspection: Not to exceed 460 days from Notice to Proceed • Sr. Inspector Engineer Site Visits • Electrical Inspection • Structural & Instrumentation Inspections • Startup and Testing • Substantial & Final Completion Inspections Task 3. Additional Services: As Needed • Allowance: Field Survey • Allowance: Special Materials Testing • Allowance: Inspection Overtime • Operational Support Services • Warranty Inspections Task 4. Reimbursable Expenses: As needed • Copies, UPS, Postage • Document Reproduction: As- Builts C -1 SCHEDULE D 16C3 INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self- insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self- insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to COUNTY, on a timely basis, if requested by COUNTY. 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 COUNTY. CONSULTANT shall also notify COUNTY, 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 FNM 16C3 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 COUNTY applicable to this Project. (6) The acceptance by COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY 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 COUNTY. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse COUNTY for such costs within thirty (30) days after demand, COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between COUNTY and CONSULTANT. The COUNTY 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 COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the D -2 16C3 CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and COUNTY may terminate the Agreement for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee _X_ $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee The amounts of such (2) The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable X Not Applicable D -3 16C3 (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? _X_ Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate $300,000 Products /Completed Operations Aggregate $300,000 Personal and Advertising Injury $300,000 Each Occurrence $300,000 Fire Damage $ 50,000 General Aggregate $500,000 Products /Completed Operations Aggregate $500,000 Personal and Advertising Injury $500,000 Each Occurrence $500,000 Fire Damage $ 50,000 —X—General Aggregate $1,000,000 Products /Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 D -4 16C3 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self- insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self- insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his /her designee. (3) The COUNTY, 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 COUNTY. claims. (4) Coverage shall be included for explosion, collapse or underground property damage (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable (7) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Applicable X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? _X_ Yes D-s No 16C3 (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the Ownership, maintenance or use of any owned, non -owned or hired vehicle with limits of not less than: Bodily Injury & Property Damage - $ 500,000 X_ Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_ Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against COUNTY 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 D -6 $2,000,000 each claim and in the aggregate $5,000,000 each claim and in the aggregate 16C3 (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or COUNTY, 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 COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify COUNTY 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 COUNTY. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. D -7 16C3 PROJECT PROFESSIONAL LIABILITY (1) If COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with COUNTY and COUNTY'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to COUNTY. Should no credit accrue to COUNTY, COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of COUNTY 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 COUNTY or COUNTY'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 COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D D -8 SCHEDULE E 16C3 TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Hole Montes, Inc., hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning 10 -5479 CEI Services for NCWRF Compliance Assurance Project are accurate, complete and current as of the time of contracting. Hole Montes, Inc. BY: TITLE: C,e DATE: —&/2-9//0 E -1 16C3 SCHEDULE F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Key Personnel Hole Montes 950 Encore Way, Naples, Florida 34110 239 - 254 -2000 • Ronald E. Benson, Jr., Ph.D., P.E. • H. Clifford Pepper, III, P.E. Sub Consultants Hazen and Sawyer - 15 to 18% participation 2101 NW Corporate Boulevard, Suite 301 Boca Raton, Florida 33431 561- 997 -8070 • Albert Muniz, P.E., Vice President • Kurt A. Pfeffer, Senior Engineer • Jean Paul Silva, Structural Engineering • Anthony Cattaneo, Instrumentations / Controls RKS Consulting Engineering Inc - RKS: 10% participation 15400 Shamrock Drive, Fort Myers Florida 33912 239 - 481 -6775 • Don Williams P.E., Principal F -1 1603 A ° CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD /YYYY) 6/28/2010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lutgert Insurance - Naples PO BOX 112500 Naples FL 34108 CONTACT NAME: Amy Ruiz PHONE FAX AIC No Ext : - - A/C No : - - E -MAIL ADDRESS: aruiz @lut ertinsurance.com PRODUCER CUSTOMER ID #: HOLEM -1 INSURER(S) AFFORDING COVERAGE NAIC # EACH OCCURRENCE INSURED INSURER A: TRANSPORTATION INS CO 20494 INSURER B: CONTINENTAL CAS CO 20443 Hole Montes, Inc HM&A Building & Trustee, LLC P. 0. Box 111629 INSURERC:FCCI INS CO 10178 INSURER D: Continental Insurance Company 35289 Naples FL 34108 INSURER E: CLAIMS -MADE T OCCUR INSURER F: rnVFRAnFR CERTIFICATE NUMBER! 9F1 5751 r REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I LTR TYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS D GENERAL LIABILITY AUTHORIZED REPRESENTATIVE Naples FL 34112 2082970875 1/1/2010 1/1/2011 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTEU-- PREMISES Ea occurrence $100,000 MED EXP (Any one person) $5, 000 CLAIMS -MADE T OCCUR PERSONAL & ADV INJURY $1, 000,000 • Contractual Liab • Broadened Cover GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OPAGG $2.000,000 $ POLICY X PRO- LOC D AUTOMOBILE LIABILITY 2082970830 1/1/2010 1/1/2011 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED AUTOS PROPERTY DAMAGE (Per accident) $ SCHEDULED AUTOS HIRED AUTOS X X $ NON -OWNED AUTOS A X UMBRELLA LIAB X OCCUR 2082970567 1/1/2010 1/1/2011 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ X $ RETENTION $0 C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE YIN 11003 1/1/2010 1/1/2011 X WCSTATU- I I OTH- I TORY LIMITS E.L. EACH ACCIDENT - $500,000 OFFICER /MEMBER EXCLUDED? (Mandatory In NH) N/A E.L. DISEASE - EA EMPLOYE — -- $500,000 E.L. DISEASE - POLICY LIMIT $500,000 If yes, describe under DESCRIPTION OF OPERATIONS below B Professional Liability AEH113988730 1/1/2010 1/1/2011 Per Claim 2,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Re: Contract #10 -5479 "Construction Engineering & Inspection (CEI) Services for the NCWRF Compliance Assurance Project" *30 Days notice of Cancellation except 10 for Non - Payment of Premium. Certificate Holder is Additional Insured with regards to General Liability. CERTIFICATE HOLDER CANCELLATION @ 1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3301 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples FL 34112 e� %a "A l- @ 1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD