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Backup Documents 09/29/2009 Item #16B 4 1684 " MEMORANDUM Date: October 7, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #09-5229: "Consultant Services for Collier County Signal Retiming Project" Contractor: Van us, Inc. Enclosed is one original contract, referenced above (Agenda Item #16B4), approved by the Board of County Commissioners on Tuesday, September 29, 2009. The second contract will be kept in the Minutes and Records Department as part of the Board's permanent records. If you should have any questions, please contact me at 252-8411. Thank you. Enclosure (1) t)~4- \~/ ITEM NO.: 0;;P~ ,. D\ 3 ~ltp~;{~ ~ XlG ~ J... FILE NO.: ~ n /v V "'1'1 D 1 ROUTED TO: \ V fJ L- ~Dl r(J) DATE RECEIVt6 B 4 ~L\U- \D\ LO DO NOT WRITE ABOVE THIS LINE J ~,.J REQUEST FOR LEGAL SERVICES s:~T , ;'.,) __1 Date: September 29, 2009 ....-- -,' .-J-. r'" To: County Attorney's Office Attention: Jeff Klatzkow C.,) (.1) From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 Re: Contract: #09-5229 "Consultant Services for Collier County Signal Retiming Project" Contractor: Vanus, Inc. BACKGROUND OF REQUEST: This Contract was approved by the BCC on September 29, 2009;(<irT~ / Agenda Item 16.B.4 '-1VJ'1V"" This item has not been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: This is a standard contract with no changes. Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Eugene Calvert, Traffic Ops. MEMORANDUM TO: Ray Carter Risk Management Department FROM: /j - -I2 -f~ , ( c.. iL-v--o- Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department DATE: September 30, 2009 RE: Review of Insurance for Contract: #09-5229 "Consultant Services for Collier County Signal Retiming Project" Contractor: Vanus, Inc. 1684 This Contract was approved by the BCC on September 29, 2009; Agenda Item 16.B.4 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. dod/RC DATE REef I VED OCT 01 2009 RISK MANAGEMEN'r ~ /tlf/;&9 C: Eugene Calvert, Traffic Ops. mausen_9 From: Sent: To: Cc: Subject: 1684 RaymondCarter Thursday, October 01, 2009 3:34 PM Cum m ingsRhonda mausen_g; DeLeonDiana; CalvertEugene Contract 09-5229 "Consultant Services for Collier County Signal Retiming Project" All, I have approved the Certificate of Insurance provided by Vanus, Inc. for contract 09-5229 with will now be forwarded to th Attorney's Office for their review. Thank you, Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 RLS # fJ1-PICt...- 6?/3S,? CHECKLIST FOR REVIEWING CONTRACTS 1 6 B 4 VAi'VI.lS. ('}.J~ , Entity Name: vVes No _~ Yes No \/,Yes No """ Yes No ~Yes No V Yes No Exp Date ~ Exp Date _ ~ ' ~es 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 General Aggregate Required $ Z a.tll...,,, Products/Compl/Op Required $ Personal & Advert Required $ Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $ I Mt L Provided $ J MIl- Workers Compensation Each accident Required $ 'N. l L.-- Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability Each Occurrence Provided $ 2. '^\ L Aggregate Provided $_~ Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ Z k(. "- Per Aggregate Required $ Other Insurance Each Occur Type: Provided $ 'Z-- I( \ L- Provided $_~ Provided $ I M l '- Provided $--.-1~ Provided $ \ \ --, Provided $ Provided $ Provided $ t , , MtL \ I Provided $ t W\-~ L Provided $ \ I Required $ Provided $ County required to be named as additional insured? County named as additional insured? _vYes ~Ves Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: _ Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? VVes vYes VYes ~Yes ~\\\- \ ~Yes V Yes \/ Yes Attachments Are all required attachments included? ~Yes Exp. Date 12..{Z..! tJ'1 Exp. Date II Exp. Date \1 Exp. Date (f Exp. Date t' Exp Date 8/ { liD Exp Date sl, /'" Exp Date I" Exp Date { , No Exp. Date Sf r lIb Exp. Date I' Exp Date _ No No t,/'" V e s Yes No VNo Yes No Yes Yes No No No No No No No No No No ~ Reviewer Initials: Date: /OJz.-/ifJ9 04-COA-O' 0 /222 www.sunbiz.org - Department of State pr6"1l 4 Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List RetlJrnTo List Entity Name Search [ Submit I EVents N!'ImeHJl'.ltQI:)' Detail by Entity Name Foreign Profit Corporation VANUS, INC. Filing Information Document Number P07908 FEI/EIN Number 581626967 Date Filed 10/29/1985 State GA Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 09/15/2008 Event Effective Date NONE Principal Address 4350 WEST CYPRESS STREET SUITE 340 TAMPA FL 33607 US Changed 03/29/2006 Mailing Address 4350 WEST CYPRESS STREET SUITE 340 TAMPA FL 33607 US Changed 03/29/2006 Registered Agent Name & Address CALHOUN, JAY H.L. 4350 WEST CYPRESS STREET SUITE 340 TAMPA FL 33607 US Name Changed: 03/29/1999 Address Changed: 03/29/2006 Officer/Director Detail Name & Address Title PD CALHOUN, JAY H.L 4350 WEST CYPRESS STREET, SUITE 340 TAMPA FL 33607 Title VP http://ccfcorp.dos.state.f1. us/scripts/cordet.exe?action=DETFIL&inCL doc _ num ber=P07908... 10/2/2009 www.sunbiz.org - Department of State i"61r~ , CALHOUN, SARA E 4350 WEST CYPRESS STREET, SUITE 340 TAMPA FL 33607 Title VP ENRIQUEZ, JEUNNE 4350 WEST CYPRESS STREET, SUITE 340 TAMPA FL 33607 Annual Reports Report Year Filed Date 2007 01/08/2007 2008 01/07/2008 2009 01/19/2009 Document Images 01/19/2009 -- ANNUAL REPORT [ View image in PDF format ] 09/15/2008 -- Name Change [ View image in PDF format ] 01/07/2008 --ANNUAL REPORT [ View image in PDF format ] 01/08/2007 -- ANNUAL REPORT [ View image in PDF format ] 03/29/2006 -- ANNUAL REPORT [ View image in PDF format ] 03/13/2006 -- Name Change [ View image in PDF format ] 01/10/2005 -- ANNUAL REPORT [ View image in PDF format ] 01/12/2Q04u~~ ANNUAL REPORT [ View image in PDF format ] 09/24/2003-- Reg. Agent Change [ View image in PDF format ] 02/10/2003 ANNUAL REPORT [ View image in PDF format ] 02/19/2002 -- ANNUAL REPORT [ View image in PDF format ] 04/09/2001 -- ANNUAL REPORT ( View image in PDF format ] 03/07/2000 -- ANNUAL REPORT [ View image in PDF format ] 03/29/1999 -- ANNUAL REPORT [ View image in PDF format ] 07/14/1998 --Name Change [ View image in PDF format ] 05/14/1998 -- ANNUAL REPORT [ View image in PDF format ] 03/20/1997 -- ANNUAL REPORT [ View image in PDF format ] 03/20/1996 -- ANNUAL REPORT [ View image in PDF format ] 05/01/1995 -- ANNUAL REPORT [ View image in PDF format ) I Note: This is not official record. See documents if question or conflict. I Pr~yiolJ.~,Qn.,Li~t N~xt C>I1Li~J 8~tl.lrn Te> List Entity Name Search I Submit I E;vent~ N.ame HJstc>!Y I Horne I Contact us I Docunwnt Searches I E'Filil19 Services I Forms I Help I Copvnollt and Privacy POIlCiE.~S Cupynq!'lt 2.00/ ~;tdte of FlonrJd, [h:~pdrtfl1ef1t of Stdte. http://ccfcorp.dos.state. fl. us/scripts/cordet.exe?action=DETFIL&inq_ doc _ number= P07908... 1012/2009 1684 Contract # 09-5229 Consultant Services for Collier County Signal Retiming Project Local Agency Program (LAP) Funded PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this~(ft1 day of c--' , ':::XP+t'''-'- bL<_,r , 20U, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Vanus, Inc., authorized to do business in the State of Florida, whose business address is 4350 West Cypress Street, Suite 340, Tampa, FL 33607 (hereinafter referred to as the "CONSU L T ANT"). WIT N E SSE T H: WHEREAS, the OWNER desires to obtain the professional Consulting Engineering services of the CONSULTANT concerning Consultant Services for Collier County Traffic Signal Retiming Project (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and 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: 1684 ~ ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Engineering Consulting services in all phases of the Project to which this Agreement applies. 1.2 The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates Jay H.L. Calhoun, a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating 2 1684 to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 3 1684 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. .:I- ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 1684 If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 5 16 2.1. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for OWNER'S use. 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 6 1684 . 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing In any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; 7 1684 (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after 8 '.oS [34 commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be 9 1684 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 10 ARTICLE SEVEN MAINTENANCE OF RECORDS 1684 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. II 1684 . 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 12 1684 ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or replaced without OWNER'S prior written consent. 1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. 13 1684 Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other 14 " olE;, ~ ./ ; t~ codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. ]5 16BLt . 12.5. The OWNER shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 16 1684 ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. 17 ARTICLE FIFTEEN MODIFICATION 1684 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Building H 3301 Tamiami Trail East Naples, FI. 34112 Attention: Stephen Y. Carnell, Purchasing/General Services Director Fax: 239-732-0844 16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Vanus, Inc. 4350 West Cypress Street, Suite 340, Tampa, FL 33607 Telephone: 813-831-8870 Attn: Jay H.L. Calhoun Fax: 813-831-9375 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. 18 1684- ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or In part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 19 1684 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSUL TANTS 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 1684 executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and 2] 1.684 by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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 16B4 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for Consultant Services for Collier County Signal Retiming Project the day and year first written above. ATTEST:,' BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, ".' ~ . l ~ {>:l. ('. '. ,", ~~~i( Date:~t~r'\ I ~..' .,t. ....A.'.,. "(). ' Atttst u'toCllI fnwfl , S 19ndtijr~ Of! J W By: Donna Fiala, Chairman If) / y~~~ 'D.t,,~ Vanus. Inc. f f1n. I: ,) /) '-Q')I( Y9...\l ^\ q,' ~\,,~I: .1( Witness By: ~~~~1J...~ Jay H.L. Calhoun, PE / President Typed Name and Title ljl.,LI.u-..- ~ Witness Ilem#UitL AgendattJ ~ l!'1 Date 3Jtl?! 23 1684 SCHEDULE A SCOPE OF SERVICES COLLIER COUNTY TRAFFIC SIGNAL RETIMING PROJECT I. GENERAL REQUIREMENTS The purpose of this contract is to provide Collier County Traffic Operations with professional services for conducting needed traffic signal retiming studies for arterials. A major objective is to obtain study results as expeditiously as possible while maintaining a high degree of thoroughness and professionalism. For the purpose of this contract, the following definitions apply: . A traffic control timing pattern is a set of cycle lengths, splits, and offsets for an arterial system. . An arterial is a group of signalized intersections which are coordinated to provide progression of traffic flow along the arterial. . A section is any portion of a traffic control system which can be controlled by a single set of timing parameters. SYNCHRO analysis shall be used with the following restrictions: . The CONSULTANT shall determine minimum and maximum cycle lengths and increments between cycle lengths to be analyzed and approved by Collier County Traffic Operations. . Average free speed or travel time shall be recommended by the CONSU L l' ANT and approved by Collier County Traffic Operations. A. Executive Summary The report for each study type shall contain an executive summary providing a general overview of the contents of the report and general comments about the location, purpose, findings, conclusions and recommendations. B. Sealinq of Reports All study type reports and copies submitted to Collier County Traffic Operations shall be signed and sealed by a Florida Registered Professional Engineer. C. Data Files The CONSULTANT shall submit all input data electronically with a summary of the Data Files indicating the program, intersection and arterial names. The electronic files shall be submitted in a program approved by Collier County Traffic Operations. The CONSULTANT shall also submit paper copies of all count data. II. INDEX OF STUDY A. Proiect Inventory Each section contains the following signalized intersections on a single or connecting arterial maintained by Collier County or the City of Naples: Section 21 Consists of the following 8 signalized intersections on 2 connecting arterials maintained by the City of Naples: 1. 9th Street North (U.S. 41) at 7th Avenue North 2. 9th Street North (U.S. 41) at 4th Avenue North 3. 9th Street South (U.S. 41) at Central Avenue 4. 9th Street South (U. S. 41) at 3rd Avenue South 5. 5th Avenue South I U.S. 41 at 9th Street South I U.S. 41) 6. 5th Avenue South (U.S. 41) at 10th Street South 7. 5th Avenue South (U.S. 41 at Goodlette-Frank Road South 8. 5th Avenue South (U.S. 41 at River Point Drive A-I 168lJ. , Section 24 Consists of the following 2 signalized intersections on a single arterial maintained by the City of Naples: 1. 5th Avenue South (U.S. 41) at Davis Blvd. 2. Tamiami Trail East (U.S. 41) at Commercial Drive / Palm Street Section 27 Consists of the following 11 signalized intersections on a single arterial maintained by the City of Naples: 1. 9th Street North (U.S. 41) at Fleischmann Blvd. / Orchid Dr. 2. 9th Street North (U.S. 41) at Golden Gate Parkway 3. 9th Street North (U.S. 41) at 22nd Avenue North 4. 9th Street South (U.S. 41) at 3rd Avenue South / Mooring Line Drive 5. 9th Street North (U.S. 41) at 26th Avenue North 6. 9th Street North (U. S. 41) at Harbour Drive 7. Tamiami Trail North (U.S. 41) at Ohio Drive / Anchor Rode Drive 8. Tamiami Trail North (U.S. 41) at Cypress Woods Drive / Park Shore Drive 9. Tamiami Trail North (U.S. 41) at Old Trail Drive / Shady Rest Lane 10.Tamiami Trail North (U.S. 41) at Morningside Drive 11.Tamiami Trail North (U.S. 41) at Granada Blvd. / Neapolitan Way Section 30 Consists of the following 3 signalized intersections on a single arterial maintained by Collier County: 1. U.S. 41 at Old U.S. 41 2. U.S. 41 at Wiggins Pass 3. U.S. 41 at Imperial Section 40 Consists of the following 4 signalized intersections on a single arterial maintained by Collier County: 1. U.S. 41 at Immokalee Rd. 2. U.S. 41 at 99th Ave N. 3. U.S. 41 at 91sT Ave N. 4. U.S. 41 at Vanderbilt Beach Rd. Section 42 Consists of the following 2 signalized intersections on a single arterial maintained by Collier County: 1. U.S. 41 at Pine Ridge Rd. 2. U.S. 41 at Pelican Bay South Section 80 Consists of the following 4 signalized intersections on 2 connecting arterials maintained by Collier County: 1. Collier Blvd. (S. R. 951) at Manatee Rd. 2. Collier Blvd. (S.R. 951) at Trail Ridge Rd. 3. U.S. 41 at Collier Blvd. (CR. 951 / S.R. 951) 3. U.S. 41 at Price St. / Triangle Blvd. III. DESCRIPTION OF STUDY A. Study Type: System Analvsis Purpose: This study involves the analysis of two or more signalized intersections in a system in order to develop in-Season and off-Season signal timing plans to provide coordination and minimize vehicle delay. IV. DESCRIPTION OF TASKS This section describes the work required in each task and the task product(s). A-2 A. 1 ? DATA COLLECTION: .. 0 B 4 " All Data Collection (Part A) tasks and Analysis (Part B) tasks required for a study type and location listed in the authorization shall be submitted to Collier County Traffic Operations for review and approval. Task 1: Approach Counts - Seven (7) Day The CONSULTANT shall collect approach counts for a period of at least seven (7) consecutive days for each direction of travel. Count data shall be recorded by automatic devices furnished by the Consultant. The approach counts will be used to determine the operating time periods for each timing pattern developed for each arterial. The CONSULTANT shall determine the locations for machine counts, subject to the approval of Collier County Traffic Operations. A seasonal adjustment factor approved by Collier County Traffic Operations shall be required to develop In- Season and Off-Season counts. Task Product The counts shall be submitted in tabular form broken down into direction of travel, days and hours with 15 minute increments and hourly totals. EXCEL shall be used to submit the counts graphically showing the timing pattern intervals. The format for the tables and graphs will need to be approved by Collier County Traffic Operations. The count information and graphs shall be submitted electronically along with two (2) paper copies of the count information. Collier County Traffic Operations Responsibility Collier County Traffic Operations shall provide prompt review and approval of approach count locations and count data. Task 2: Turninq Movement Counts - Three Day (3) Day The CONSULTANT shall collect and summarize eight (8) hours of fifteen (15) minute turning movement counts for In-Season in the month of January and Off-Season in the month of May at the intersections listed in the authorization, using the procedures contained in the Florida Department of Transportation Manual on Uniform Traffic Studies (MUTS), Chapter III, "Summary of Vehicle Movements". The counts shall be conducted during the highest 8 hours of the day and include the AM peak, PM peak, and Off-peak periods. The specific time frame for each period shall be determined by the CONSULTANT and approved by the Collier County Traffic Operations. The counts shall include trucks. 1 day count shall be made on a normal Tuesday, Wednesday, or Thursday. 1 day count shall be made on a normal Saturday. 1 day count shall be made on a normal Sunday. Counts shall not be conducted on non-school day, holiday or during special events. A seasonal adjustment factor approved by Collier County Traffic Operations may be required. Pedestrian volume counts shall be included in this task. The pedestrian volume counts shall be done in accordance with Chapter VIII, Pedestrian Volume Count of the MUTS. Pedestrian counts may be included on the turning movement count summary. Task Product The counts shall be submitted in tabular form broken down into each approach with each movement separated out, showing the 8 hours with 15 minute increments and one hour totals. The format for the count data will need to be approved by Collier County Traffic Operations. The count information shall be submitted electronically along with two (2) paper copies of count information. Collier County Traffic Operations Responsibility Collier County Traffic Operations shall provide prompt review and approval of time periods for turning movement counts and pedestrian counts. Task 3: Field Inventory A-3 Included in this task is an inventory of the following traffic signal control devices and fiel) 6 8 4 characteristics at all locations listed in the Task Work Order. The inventory shall include the following: - Existing signal and pedestrian phasing The following shall be shown on a condition diagram: - Number of lanes and their usage - Length of turn lanes - Pedestrian crossing distances - Vehicle crossing distances - Posted speed limit for each approach The distance between intersections shall be shown on a straight line diagram. The CONSULTANT shall develop a reporting format for this inventory that shall be approved by Collier County Traffic Operations. The CONSULTANT shall contact Collier County Traffic Operations for information and to make arrangements for access to all equipment cabinets. Task Product Three (3) copies of the field inventory diagrams. Collier County Traffic Operations Responsibilitv Collier County Traffic Operations shall provide prompt review and approval of the inventory procedure and forms. B. ANALYSIS: Task 4: Intersection Analysis The CONSULTANT shall use the latest Collier County approved version of SYNCHRO to run the existing conditions. Note: The SYNCHRO run of the existing conditions must be an accurate representation of the existing conditions. SimTraffic shall be used to verify that the SYNCHRO run is an accurate reflection of the existing conditions (ex: when run in SimTraffic queue length should reflect the queue lengths observed in the field). The results of the SYNCHRO analysis shall be submitted to Collier County Traffic Operations for review and approval. Task Product Electronic submittal of the existing conditions, draft and final SYNCHRO files. Collier County Traffic Operations Responsibility Provide prompt review and approval of the intersection analysis. Task 5: Arterial Analysis The latest Collier County approved version of SYNCHRO shall be used to determine the optimal phasing, cycle length and splits. Engineering judgment should always be used in correlation with the software. TS/PP-Draft (Time-Space/Platoon Progression Diagram Generator) shall be used by the CONSULTANT to refine the offsets from the time-space diagrams generated by SYNCHRO. The A-4 1684 bandwidths, speeds, direction of travel, intersection names and offsets shall be shown on each time - space diagram developed in TS/PP-Draft. The CONSULTANT shall develop a minimum of Four (4) In-Season and Four (4) Off-Season Weekday and Four (4) In-Season and Four (4) Off-Season Weekend traffic control timing patterns for each section listed in the "Index of Study" which shall include AM Peak, Midday Peak, PM Peak, and Off Peak patterns. The plots of the volume summary information gathered in Tasks 1 shall be used to graphically indicate the time of day operation for each pattern in a section. The results of the SYCHRO analysis and TS/PP-Draft time-space diagrams shall be submitted to the Collier County Traffic Operations as Draft Timing Plans for review and approval. Task Product The CONSULTANT shall submit the draft and final SYNCHRO and TSPPD runs electronically. They shall also provide three (3) paper copies of the final TSPPD runs for each of the timing patterns. Collier County Traffic Operations Responsibilitv Provide prompt review and approval of analyses. Task 6: Controller TiminQs The CONSULTANT shall develop and furnish three (3) paper copies of the final controller timings for all of the intersections listed in the authorization. They shall also submit this information electronically. Timing parameters to be developed per phase are as follows: Actuated Siqnals Minimum Green (Initial) Extension Interval Maxi Yellow Clearance (not less than 3.0 seconds) Red Clearance Pedestrian Walk (if applicable) Pedestrian Clearance (if applicable) Time of Day pattern Splits Offsets (referenced to beginning of first coordinated phase green) Cycle Lengths Task Product Coordination settings that can be implemented on the existing signal system. Controller timings that can be implemented on the existing signal system. Collier County Traffic Operations approved Timing Sheets. Three (3) signed and sealed paper copies and electronic submittal. /\.-5 EXHIBIT B: Local Agency Program (LAP) Requirements 1684 RFP REQUIRED SUBMISSIONS The Consultant shall submit the following forms and certifications provided in Exhibit C: 1. Consultant Affidavit 2. Certification Regarding Debarment (Form 375-030-32) 3. Truth-In-Negotiation Certification (Form 375-030-30) 4. Certification for Disclosure of Lobbying Activities (Form 375-030-33) 5. DBE Participation Statement (Form 375-030-21) 6. Bid Opportunity List (Form 375-040-62) Certification Reqardinq Debarment shall be executed by an officer of the firm, associates or corporation submitting the proposal, and shall be sworn to before a person who is authorized by law to administer oaths. Truth-ln-NeQotiations Certification shall be executed by an officer of the firm, associates or corporation submitting the proposal, and shall be sworn to before a person who is authorized by law to administer oaths. Certification for Disclosure of Lobbvinq Activities shall be submitted by the proposed Prime Consultant and Sub-consultants. If a Standard Form-LL has previously been submitted to a government agency and there has been no material change, a copy of the previous submission is sufficient. DBE Participation Statement shall be completed even if the Consultant does not intend to utilize a DBE firm. The County encourages DBE firms to compete for County professional services projects, and also encourages non- DBE consultants to use DBE firms as sub-consultants. However, use of DBE sub-consultants is not mandatory and no preference points will be given in the selection process for DBE participation. Consultants are required indicate their intention regarding DBE participation in the DBE Participation Statement contained in Exhibit C to this Request for Proposal and to submit that statement with their technical proposal. Bid Opportunity List Federal law requires states to maintain a database of all firms that are participating or attempting to participate in DOT-assisted contracts. To assist the County in this endeavor, consultants are requested to submit the Bidder's Opportunity List contained in Exhibit C to this Request for Proposal with their technical proposal. The list should include yourself as well as any prospective sub-consultant that you contacted or who has contacted you regarding this project. However, any firm previously shown on such a list need not be included. TERMS FOR FEDERAL AID CONTRACTS: The following terms apply to all contracts in which services involve the expenditure of federal funds: A It is understood and agreed that all rights of the Department relating to inspection, review, approval, patents, copyrights, and audit of the work, tracing, plans specifications, maps data, and coast records relating to this Agreement shall also be reserved and held by authorized representatives of the United States of America. B. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval of U.S.D.OT, anything to the contrary in this Agreement notwithstanding. B- ] 1684 C. Compliance with Regulations: The Consultant shall comply with the regulations of the U.S. Department of Transportation relative to nondiscrimination in federally-assisted programs of the U.S. Department of Transportation (Title 49, Code of Federal Regulation "CFR", Part 21, hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of the contract. D. Nondiscrimination: The Consultant, with regard to the work performed by him after award and prior to completion of the contract work, will not discriminate on the grounds of race, color, religion, sex or national origin in the selection and retention of subcontractors, including procurements of material, and leases of equipment. The consultant will not participate either directly or indirectly in the discrimination prohibited by 49 CFR Section 21.5 of the program setforth in Appendix B of the Regulations. E. SOLICITATIONS FOR SUBCONTRACTS, INCLUDING PROCUREMENTS OF MATERIALS AND EQUIPMENT: In all solicitations made by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials and leases of equipment, each potential subcontractor, supplier or lessor shall be notified by a consultant of the consultant's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, color religion, sex or national origin. E. INFORMATION AND REPORTS: The Consultant will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Department or U.S. Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall certify to the Department, or the U.S. Department of Transportation, as appropriate, and shall set forth what efforts it has made to obtain the information. G. SANCTIONS OF NONCOMPLIANCE: In the event of the Consultant's noncompliance with the nondiscrimination provisions of this contract, the State of Florida Department of Transportation shall impose such contract sanctions as it or the U.S. Department of Transportation may determine to be appropriate, including but not limited to, 1. Withholding of payments to the Consultant under the contract until the Consultant complies and/or 2. Cancellation, termination or suspensions of the Contract, in whole or in part. H. INCORPORATION OR PROVISIONS: The Consultant will include the provisions of Paragraph A through H in every subcontract, including procurements of materials and leases of equipment unless exempt by the Regulations, order, or instructions issued pursuant thereto. The Consultant will take such action with respect to any subcontract or procurement as the State of Florida Department of Transportation or the U.S. Department of Transportation may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that, in the event a Consultant becomes involved in, or is threatened with litigation with a subcontractor or supplier as a result of such direction, the Consultant may request the State to enter into such litigation to protect the interests of the State, and, in addition, the Consultant may request the United Stated to enter into such litigation to protect the interests of the United States. I. INTEREST OF MEMBERS OF CONGRESS: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising there from. J. INTEREST OF PUBLIC OFFICIALS: No member, officer, or employee of the public body or of a local public body during his tenure or for one year thereafter shall be any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States, and public corporations, boards, and commissions established under the laws of any State. K. PARTICIPATION BY MINORITY BUSINESS ENTERPRISES: The Consultant shall agree to abide by statements in Paragraph (1) and (2) which follow. These statements shall be included in all subsequent agreements between the Consultant and any Sub-consultant or contractor. 1. "Policy: It is the policy of the Department of Transportation that minority business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of B-2 1684, contracts financed in whole or in part with Federal funds under this agreement. Consequently, the MBE requirements of 49 CFR Part 23 applies to this agreement. 2. "MBE OBLIGATION: The recipient or its contractor agrees to ensure that minority business enterprises, as defined in 49 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal Funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts finance in whole or in part with Federal funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT-assisted contracts." L. It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect to any facts related to the project(s) described in this Agreement is a violation of the Federal Law. Accordingly, Unites States Code, Title 18, Section 1020, is herby incorporated by reference and made a part of this Agreement. M. It is understood and agreed that if the Consultant at any time learns that the certification it provided the Department in compliance with 49 CFR, Section 23.51, was erroneous when submitted or has become erroneous by reason changed circumstances, the Consultant shall provide immediate written notice to the Department. It is further agreed that the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" as set forth in 49 CFR, Section 29.510, shall be included by the Consultant in all lower tier covered transactions and in all aforementioned federal regulation. N. The Department herby certifies that neither the consultant nor the consultant's representative have been required by the Department, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract, to 1. Employ or retain, or agree to employ or retain, any firm or person, or 2. Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; The Department further acknowledges that this agreement will be furnished to a federal agency, in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. O. The Consultant hereby certified that it has not: 1. Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for the above contractor) to solicit or secure this contract; 2. Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this contract; or 3. Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for the above contractor) any fee contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contract. The consultant further acknowledges that this agreement will be furnished to the State of Florida Department of Transportation and a federal agency in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. 13-3 EXHIBIT A - Forms (Provided Under Separate File) 1684 Submit Monthly: Subcontractor DBE Payment Report Design Consultant 8-4 SCHEDULE B BASIS OF COMPENSATION LUMP SUM 1. MONTHLY STATUS REPORTS 1684,. B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice a progress report reflecting the Project design and construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed to the attention of Eugene Calvert, P.E., 2885 South Horseshoe Drive, Naples, FL 34104 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make the lump sum payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until all services associated with any such line item have been completed to OWNER'S reasonable satisfaction. Activity DESCRIPTION OF SERVICES NOT TO PAYMENT SCHEDULE EXCEED AMOUNT: A. Data Collection $209,678.00 Monthly - Lump Sum Not to Exceed B. Analysis $26,740.00 Monthly - Lump Sum Not to Exceed C. Final, Field and Status Reports - $15,982.00 Monthly - Lump Sum Not to (1/month); Meetings (3 Meetings), Exceed and Project Record and Files D. Reimbursables $17,136.30 Time and Materials - Not to Exceed TOTAL FEE (Total Items 1-4) $269,536.30 B.2.2. The fees noted in Section 2.1. shall constitute the lump sum amount of two hundred sixty nine thousand five thirty six dollars and thirty cents Dollars ($269,536.30) to be paid to CONSULTANT for the performance of the Basic Services. B.2.3. For Additional Services provided pursuant to Article 2 of the Agreement, if any, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the 8-5 1684 provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without OWNER'S prior written approval. B.2.4. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.5 Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. 8.6 16BlJ. . 8.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. 8.3.4.1.3. Permit Fees required by the Project. 8.3.4.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 8.3.4.1.5 Expense of models for the County's use. 8.3.4.1.6 Other items on request and approved in writing by the OWNER. 8.3.4.2 Should a conflict exist between the dollar amounts set forth in Section 112.061, F.S., and the Agreement, the terms of the Agreement shall prevail. B-7 1684 SCHEDULE B BASIS OF COMPENSATION ATTACHMENT A Task A - Data Collection: Lump Sum Not to Exceed: $209,678.00 Approach Counts (7 Day) - 14 Locations 8 - hour TMCs - 36 Counts Field Inventory 8 - hour TMC - 122 counts (to be performed by Crossroads) 7 - day Bi-directional Counts - 14 locations (to be performed by Adams) 8 - hour TMC - 46 counts (Adams) Task B - Analysis Lump Sum Not to Exceed: Intersection Analysis Arterial Analysis - Peak and Off-peak Controller Timings - Peak and Off-peak $26,740.00 Task C - Reports: Lump Sum Not to Exceed: Final, Field and Status Reports - (1/month) Meetings (3 Meetings) Project Records and Files $15,982.00 Task D - Reimbursables Expenses including copies, Travel expenses outside of Lee and Collier Counties Time and Materials Estimate: $17,136.30 Total: $269,536.30 B-8 SCHEDULE B ATTACHMENT B RATE SCHEDULE Chief Engineer Project Manager Engineer Intern Senior Engineer Technician Senior Technician Designer Technician Secretary/Clerical TMC Observer END OF SCHEDULE B 8-9 tIJ f{, r 1L\_.'L' $200/hr $155/hr $ 80/hr $ 95/hr $ 56/hr $ 60/hr $ 45/hr $ 52/hr $ 29/hr 16Bl. . SCHEDULE C PROJECT MILESTONE SCHEDULE CONSTRUCTION IMPROVEMENT TIMELlNE Task A - Data Collection 330 days from NTP Task B - Analysis 330 days from NTP Task C - Final, Field and Status Reports, Meetings 330 days from NTP (3 Meetings), Project Record and Files Task D - Reimbursables Concurrent with Tasks A - C or as needed C-l 1684 SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in D-I 1684 the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Project. (6) The acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the D-2 It r'11 ~ ' ""\ "",' , ". \'.', . f',' .,~ ~,,,..' ;' CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee X $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable X Not Applicable D-J 1684 I (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? ---.K.... Yes _ No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage X General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occu rrence Fire Damage 0-4 $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $ 50,000 1684 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. _ Applicable X Not Applicable (7) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No D-S J l, ..", \...: '-' (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: 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? -L Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate _ $1,000,000 each claim and in the aggregate ~ $2,000,000 each claim and in the aggregate 0-6 1684 _ $5,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and D-7 1fj..~! , (1 u 4. OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D D-8 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE 1684 In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Van us, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning 09-5229 Consultant Services for Collier County Signal Retiming Project are accurate, complete and current as of the time of contracting. Vanus, Inc. BY: ~~1J( (t~lJ.~.l;.::) Jay H.L. talhoun, PE TITLE: President DATE: September 2, 2009 E-l SCHEDULE F KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS Employee Employee Classification Jay Calhoun Vicki Castro Robert Skaggs Phuc Duong Damien Rose Diana Albarracin Bob Casey Kevin Pollard Todd Patton Kevin Ryan Kolleen Snapp Colleen Hull Karen Dawley Chief Engineer Project Manager Senior Engineer Engineer Engineering Intern Engineering Intern Designer Designer Engineering Technician Senior Technician Technician Aid Secretary/Clerical Secretary/Clerical F-l 1684 Percent of Time on Project 5% 50% 10% 5% 10% 5% 25% 75% 5% 5% 5% 5% 5% h. ACORD~ CERTIFICATE OF LIABILITY INSURANCE OP 10 KP I DATE (MM/DDfYYYY) VANUS-1 09/02/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Mynatt Insurance Agency, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1316 w, Busch Blvd ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Tampa FL 33612 I I NAIC# Phone: 813-932-5511 Fax:813-931-4459 I INSURERS AFFORDING COVERAGE INSURED ~URER A: Travelers Indemnity Company ~c;",S~) I INSURER B: Zurich American Ins. Company iluS,~) , VANUS, Inc. INSURER c: I I 4350 W, c~ress St"Ste,340 INSURER D: Tampa FL 607 I INSURER E: 168 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, II~~~ ~~~ TYPE OF INSURANCE POLICY NUMBER PD~14g1J~r68~E Pgk!fi/(~M;b'1f~~N LIMITS GENERAL LIABILITY EACH OCCURRENCE $1,000,000 A X ffiMMERCIAL GENERAL LIABILITY I6806715L003TCT08 12/02/08 12/02/09 ~~~~~~s (Ea occurence) $1,000,000 CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $5,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 ~1"GGRn' UM" "f'l' ''" PRODUCTS. COMP/OP AGG $2,000,000 X ffi~ I POLICY i JECT LOC CTOMOBILE LIABILITY I COMBINED SINGLE LIMIT A X ANY AUTO I BA5637L59409SEL 08/01/09 08/01/10 I (Ea accident) $1,000,000 I X ALL OWNED AUTOS ! f-- BODILY INJURY $ SCHEDULED AUTOS I6806715L003TCT08 12/02/08 12/02/09 (Per person) f- I A ~ HIRED AUTOS BODILY iNJURY $ ~ NON-OWNED AUTOS (Per accident) -- ,- PROPERTY DAMAGE $ i I (Per accident} I GARAGE LIABILITY I AUTO ONLY. EA ACCIDENT $ ~ ANY AUTO OTHER THAN EA ACC $ i AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $2,000,000 A r OCCUR o CLAIMS MADE ISFCUPB381Y597IND08 12/02/08 12/02/09 AGGREGATE $2,000,000 ,$ R DEDUCTIBLE i$ RETENTION $ I i$ WORKERS COMPENSATION AND i X I~;:;-~Ws I IU~~-' A EMPLOYERS' LIABILITY IDTAHUB0904T38809 05/01/09 05/01/10 1$1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.l. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? E.l. DISEASE - EA EMPLOYEE! $ 1, 000 , 000 If yes, describe under $1,000,000 SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT OTHER I Professional i EOC937394006 I B 05/05/09 ! 05/05/10 Ea. Claim 1,000,000 Liability I i Aggregate 1,000,000 , DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Certificate holder is additional insured re: Contract #09-5229 Consultant Services for Collier County Signal Retiming Project VANUS No. 2090105 CERTIFICATE HOLDER CANCELLATION Collier County Government Attn: Contract Administration Purchasing Department 3301 E Tamiami Trail East Naples FL 34112 COLLO 0 3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTAT,NES. AUTHORIZE~D REPRESENTATIVE t' J ,11 //1 LC.<:. /,/1--<<:'.4-'1~...--" ames nnor L.. v v -,"" / @ACORD CORPORATION 198B ACORD 25 (2001/08)