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Backup Documents 09/29/2009 Item #16B 8 MEMORANDUM Date: October 9, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #09-5207: "Consultant Services for Collier Area Transit (CAT) Program" Contractor: Tindale-Oliver & Associates, Inc. Enclosed is one original contract, referenced above (Agenda Item #16B8), 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) 1688 _ \lfJ /)-"~ ~ I7M~ FILE NO.: ~ \V (;0 ~<,\1\lV ~~I'IJ ~ L,J1 ut /"\\1 ~ ~\>J. ~\ LP 1 b J-lltl1 <it7DO NOT WRITE ABOVE THI~ UNit, ' d-o t<-~ ~ Ai L I tJ~ /) lA--:t -+ JjJ?A Jv--.tVl ~ ~I ISC (" )f2-~ /v/t/t/1 REQUEST FOR LEGAL SERVICES s: ~\ ROUTED TO: , ..) J ... Date: September 30, 2009 To: County Attorney's Office Jeff Klatzkow, County Attorney {'--J ?:-..~ From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 -} -, -/ ~- , rr: ~..) co Re: Contract: #09-5207 "Consulting Services for the Collier Area Transit (CAT) Program" Contractor: Tindale-Oliver & Associates, Inc. BACKGROUND OF REQUEST: This Contract was approved by the BCC on September 29, 2009; Agenda Item 16.B.8 ~._' ~ " . ' This item has been previously submitted. "'-~ r-r-, -J a-, ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: This is a standard contract with no changes. Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Michelle Arnold, ATM :-.., ('. ~ ~i. , '; '\1\ t Jlt"! \' \ \ i\\ \ \ \ II' .. '. \r~\,"\'\/ \, ~),' ~ \ \1 \ \, , ~'~ \, \ "'1 \ \o~ \1'- \, ~ t, V'I I, MEMORANDUM 1688 TO: Ray Carter J Risk Management Department ,tJ ,v'~;'/~1 .P{ ,t1- --r~ FROM: Rhonda Cummings, FCCN, CPPB, Contract Speci~list \) Purchasing Department DATE: September 30, 2009 RE: Review of Insurance for Contract: #09-5207 "Consulting Services for the Collier Area Transit (CAT) Program" Contractor: Tindale-Oliver & Associates, Inc. This Contract was approved by the BCC on September 29, 2009; Agenda Item 16.8.8 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 bATE RECEIVED OCT 0 1 2009 t;,~"",~ ~{, 'f ayVJ0/ I~(r! eq C: Michelle Arnold, ATM mausen_9 From: Sent: To: Cc: Subject: 1688 RaymondCarter Thursday, October 01, 2009 3: 12 PM CummingsRhonda arnold_m; DeLeonDiana; mausen_g Contract 09-5207 "Consulting Services for the Collier Area Transit (CAT) Program" All, I have approved the Certificate(s) of Insurance provided by Tindale-Oliver & Associates, Inc. for contract 09-5207 which wil forwarded to the County Attorney's Office for their review. Thank you, Ray 7l.apunuL ~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 Page lof2 1688 www.sunbiz.org - Department of State Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return TQJ",l$J IEntity Name Search Submit I Events No Name History Detail by Entity Name Florida Profit Corporation TIN DALE-OLIVER & ASSOCIATES, INC. Filing Information Document Number K58299 FEIIEIN Number 592929811 Date Filed 01/13/1989 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 09/26/1991 Event Effective Date NONE Principal Address 1000 N. ASHLEY DR. SUITE 100 TAMPA FL 33602 US Changed 03/01/2000 Mailing Address 1000 N. ASHLEY DR. SUITE 100 TAMPA FL 33602 US Changed 03/01/2000 Registered Agent Name & Address TINDALE, STEVEN A 1000 N. ASHLEY DRIVE SUITE 100 TAMPA FL 33602 US Name Changed: 01/04/2005 Address Changed: 01/25/2001 Officer/Director Detail Name & Address Title DPS TINDALE, STEVEN A 664 RIVIERA DR TAMPA FL 33606 Title DVT http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inCL doc _ number= K5 8299&in... 9/24/2009 www.sunbiz.org - Department of State Page 2 of2 OLIVER, WILLIAM E 2606 MORRISON AVE TAMPA FL 33629 Title V WALLACE, ROBERT P 8791 COCO PLUM PLACE ORLANDO FL 32827 Annual Reports Report Year Filed Date 2007 01/11/2007 2008 01/05/2008 2009 01/26/2009 Document Images 01/26/2009 -- ANNUAL REPORT 01/QQ!2008 - ANNUAL REPORT 01/11/2007 -- ANNUAL REPORT Q1/04/2QQQ=-ANNl..JAL"RE:PORT 01/Q~L2QQ.p -- ANNUAL REPORT Q,1/QQ!2QQ~=-AN,N,l..JAL"BE:PO,RI Q1/06/2003=-ANNl..JALRE:PORI Q2I11/2QQ2~~ANNl..JALREEQRT 01/25/2001 -- ANNUAL REPORT 03/01/2000 =-ANNl..JALRE:PORT Q2/Q8/1999=-ANNUAL RE:PORT 02/02/1998 =-ANNl..JAL8EPORT Q1l2llL199Z_~=l\NN!Jl\LREPORT QJ!2Q!1~lli3_ -- Af\!l'J_UALREPQBI OJ!19Ll~t9~=-ANNl..J6LREPOBI 16 8 View image in PDF format Note: This is not official record. See documents if question or conflict. Previous on List Ne.~lQILList Return To List IEntity Name Search Submit I No Name History Events I Home I Contact us I Document Searches I E-Filing Services I Forms I Help I Copyright and Privacy Policies Copyright @ 2007 State of Florida, Department of State. http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&in'L- doc _ number=K58299&in... 9/24/2009 RLS # 09 -Ie~ - t)r 3SJ> CHECKLIST FOR REVIEWING CONTRACTS ]-1 g." I \..,) c;I<la Entity Name: 7f~DA-Lf...- IJLIIIet2. of- Its S~t!IA7'iS I IN~, Entity name correct on contract? _0'es No Entity registered with FL Sec. of State? ---LYes No Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ Z M..' '- Products/CompVOp Required $ Personal & Advert Required $ Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $ I Moll- Workers Compensation Each accident Required $ Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability Each Occurrence Provided $ '3 M' L Aggregate Provided $ _~_ Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ '2 MH. Per Aggregate Required $ Other Insurance Each Occur Type: ~_Yes ~Yes ~Yes _ v Yes No No No No r...u L , I Exp. Date ~"Lf 110 Exp. Date ( ( Exp. Date \. r Exp. Date l I Exp. Date I , Provided $ Provided $ Provided $ Provided $ Provided $ '2- M-ll. , , I , Provided $ \l\4.ll.- Exp Date ....l)~4 liD Exp Date '\ I, I (17 Exp Date I I Exp Date I I '1 I Provided $ Provided $ Provided $ I 'NlI L.- l' l I \.' Provided $ Provided $ Exp Date_~ Exp Date. \ , ~Yes No IMl L Exp. Date ~ \. I Exp. Date \. , Required $__ Provided $ Exp Date _ County required to be named as additional insured? County named as additional insured? v'Yes ~Yes No No Indemnification Does indemnification meet County standards? Is County indemnifying other party? ~Yes Yes No ~No Performance Bond Bond requirement referenced in contract? Ifattached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Yes No Yes Yes No No Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? Yes Yes Yes ~Yes /No ~No ~No No ~ IVJIll..PiZli.. ;>1'1 f'JO ~'_ ~i ~IL ~J>O 5{,~rJ r<D ~Yes v- Yes V'Yes No No No Attachments Are all required attachments included? /~es No ~ Reviewer Initials: Date: toJriPf 04-COA- 0 /222 ffi Tindale-Oliver & Associates, Inc. Plallnin~ and Enhrineering 1688 October 7, 2009 c.~; :-> -": Jeffrey A. Klatzkow, Esq. County Attorney Collier County Government 3301 E. Tamiami Trail, 8th Floor Naples, FL 34112 .:::::1: fT Re: Signatories for Tindale-Oliver & Associates, Inc. Dear Mr. Klatzkow: This letter serves to confirm that the following persons have the ability to sign contracts on behalf of our firm: Steven A. Tindale, President William E. Oliver, Senior Vice President Robert P. Wallace, Vice President William L. Ball, Chief Operating Officer Please feel free to contact me if you have any questions. Sincerely yours, 4 ~ ,/,../' /~. ~// "/1/ /1 ,,': ~1 ,,~ even A. Tindale President STATE OF FLORIDA COUNTY OF HILLSBOROUGH Sworn to and subscribed before me this th day of October, 2009 by Steven A. Tindale, who is personally known to me. j{ ~,X- lrn~ I i"'" a\. Nolary PubHe State Of Florida . ~ . K.1in l Smith My CommiNlon 00810015 '",0,,.,; Expi....07I2llJ2012 1000 North Ashley Drive, Suite 100, Tampa. Florida 33602 . Phone: (813) 224-8862 . Fax: (813) 226-2106 1595 South Semoran Boulevard, Building 7, Suite 1540. Winter Park, Florida 32792 . Phone: (407) 657-9210 . Fax: (407) 657-9106 195 South Central Avenue. Bartow, Florida 33830 . Phone: (863) 533-8454 . Fax: (863) 533-8481 1688 Contract 09-5207 Consulting Services for the Collier Area Transit (CAT) Program FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 29th day of September, 2009, 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 Tindale-Oliver & Associates, Inc., authorized to do business in the State of Florida, whose business address is 1000 North Ashley Drive, Suite 100, Tampa, Florida 33602 (hereinafter referred to as the "CONSUL TANT"). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT Planning, Urban Design and General Consulting in accordance with Schedule E, Scope of Services, for services expeditiously when a need arises in con;';!ection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT Planning, Urban Design and General Consulting services which includes Category I - Transit/Transportation Operations 1688 and Financial Planning, Category II - Technical Studies, Category III - Urban Design and Environmental Services, and Category IV - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Information System (GIS) as described in Schedule E, Scope of Services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Planning, Urban Design and General Consulting services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 2 168c The Owner shall provide a summary of Work to be performed which will afford the Contractor the opportunity to submit a formal quotation for the Work; the Contractor shall respond with the information sought within seven (7) working days. For projects with an estimated cost up to Two Hundred Thousand Dollars ($200,000) or less, the Owner shall obtain written proposals from at least three (3) or more of the selected firms, negotiate favorable project terms and conditions, and issue a numbered Work Order, signed by the Department Director to initiate the projects. These quotes may be obtained electronically via the On-Line Bidding System. Completion time and the collection of liquidated damages may be specified in the Quotation and a Performance Bond may be required. A Certification of Final Completion will be required by the County in order for the Contractor to receive final payment. For projects with an estimated cost over Two Hundred Thousand and One Dollars ($200,001) and less than Five Hundred Thousand Dollars ($750,000), competitive quotes shall be solicited from at least three (3) of the selected firms in the specific categories. The Consultant shall respond with the information sought within seven (7) working days. The County will negotiate favorable project terms and conditions, and issue a numbered Work Order to initiate the projects. Staff recommendations will then be submitted to the Board of County Commissioners for approval after County Attorney approval. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 3 1688 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other 4 1688 governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Joel Rey, P.E., AICP, as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any 5 1688 other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional Planning, Urban Design and General Consulting services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The 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 6 16B8 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. 7 16BR v ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 8 ARTICLE 3 OWNER'S RESPONSIBILITIES 1688 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 9 168 objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 10 ltJ then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 11 ~_. ..... '!'lfl'" 16B~ ~ deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSA TION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time 12 1688 reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 13 16B~ \,., 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 14 16B8 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 15 16Bc ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSU L T ANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICA TION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 16 1688 but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 17 16B8 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 18 tY f"'I,,' ... Q !tT~, r:~.." \..., . f'." ~"rJ ARTICLE 1 0 SERVICES BY CONSULTANT'S OWN STAFF 1 0.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 19 1688 CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 20 1688 ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 21 1688 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 22 16B 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 23 16BE ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 24 168 ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODI FICA TION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 16 NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 25 1688 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Tindale-Oliver & Associates, Inc. 1000 N. Ashley Dr., Suite 100, Tampa, FL 33602 Telephone: 813-224-8862 Fax: 813-226-2106 Attn: Richard Dreyer, AICP 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3 This Agreement is not assignable, or otherwise transferable in whole or In part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 26 16 B ~ 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 27 16B8 by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a 28 1688 public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 29 1688 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. 30 16B8 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for 09-5207 Consulting Services for the Collier Area Transit (CAT) Program the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. B. r.o.cl<...~...' ..~.,.Ot..k... "...........'.. ~~,~( Date: , Jd;r~ f~),' , ~ctnt',..k;;"'l;o "~"f! ~J".'. ' '.' Jtl:jit~~4,1f .' . . ~ !, By: ~~. J~ Donna lala, Chairman ApRr ved as to form and Ie al SUffiCie~!)~ -AGoistant Bounty Attorney D.e~ Tindale-Oliver & Associates, Inc. Witne:t{.~ eX. ~ Karin L. Smith, Accounting Assistant Typed Name and Title ~~ Witness Stephanie Daniels. Administrative Supervisor Typed Name and Title By: ~~~ William L. Ball, Chief Operating Officer Typed Name and Title 31 16Bf .... EXHIBIT A- Contract 09-5207 Consulting Service for the Collier Area Transit (CAT) Program FEDERAL TRANSIT ADMINISTRATION GRANTCOMPLlANCE REQUIREMENTS FOR CFDA 20.507/20.509 TABLE OF CONTENTS Check Box If Applicable A.1 - Federallv Reauired and Other Model Contract Clauses ISI 1, Fly America Requirements (applies if foreign travel or transport) D 2, Buy America Requirements D 3. Charter Bus and School Bus Requirements D 4. Cargo Preference Requirements ISI 5. Seismic Safety Requirements (A&E for new buildings and additions) ISI 6. Energy Conservation Requirements ISI 7. Clean Water Requirements D 8. Bus Testing - Sign Certification D 9. Pre-Award and Post Delivery Audit Requirements - Sign Certification 1SI10. Lobbying - Sign Certification 1SI11. Access to Records and Reports 1S112. Federal Changes D 13. Bonding Requirements 1S114. Clean Air D 15. Recycled Products D 16. Davis-Bacon and Copeland Anti-Kickback Acts D 17. Contract Work Hours and Safety Standards Act 18. [Reserved] 1S119, No Government Obligation to Third Parties ISI 20. Program Fraud and False or Fraudulent Statements and Related Acts 1S121. Termination ISI 22. Government-wide Debarment and Suspension Sign Exhibit P [8:] 23, Privacy Act [8:] 24. Civil Rights Requirements [8:]25. Breaches and Dispute Resolution [8:] 26. Patent and Rights in Data D 27. Transit Employee Protective Agreements [8:]28, Disadvantaged Business Enterprises (DB E) 29. [Reserved] [8:] 30, Incorporation of Federal Transit Administration (FT A) Terms D 31. Drug and Alcohol Testing [8:] 32. ADA Access [8:] 33, ITS Standards [;gJ 34. ARRA Special Terms and Conditions Certificates requiring signature must be completed and submitted at time of proposal submittal to be considered for award. The services performed by the awarded Contractor shall be in compliance with all applicable FTA regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. A-1 1688 1. FLY AMERICA REQUIREMENTS 49 U.S.C. S 40118 41 CFR Part 301-10 Applicabilitv to Contracts The Fly America requirements apply to the transportation of persons or property, by air, between a place in the U.S. and a place outside the U.S., or between places outside the U.S., when the FTA will participate in the costs of such air transportation. Transportation on a foreign air carrier is permissible when provided by a foreign air carrier under a code share agreement when the ticket identifies the U.S. air carrier's designator code and flight number, Transportation by a foreign air carrier is also permissible if there is a bilateral or multilateral air transportation agreement to which the U.S. Government and a foreign government are parties and which the Federal DOT has determined meets the requirements of the Fly America Act. Flow Down Requirements The Fly America requirements flow down from FTA recipients and subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. Flv America Reauirements The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S, Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S, flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation, 2. BUY AMERICA REQUIREMENTS (NOT APPLICABLE) 49 U.S.C. 5323(j) 49 CFR Part 661 3. CHARTER BUS REQUIREMENTS(NOT APPLICABLE) 49 U.S.C. 5323(d) 49 CFR Part 604 3. SCHOOL BUS REQUIREMENTS(NOT APPLICABLE) 49 U.S.C. 5323(F) 49 CFR Part 605 4. CARGO PREFERENCE REQUIREMENTS(NOT APPLICABLE) 46 U.S.C. 1241 46 CFR Part 381 5. SEISMIC SAFETY REQUIREMENTS 42 U.S.C. 7701 et seq. 49 CFR Part 41 Applicabilitv to Contracts: The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings, A-2 Flow Down: The Seismic Safety requirements flow down from FTA recipients and subrecipients to first tier contractors to assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all subcontractors, Seismic Safety - The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 6. ENERGY CONSERVATION REQUIREMENTS 42 U.S.C. 6321 et seq. 49 CFR Part 18 Applicabilitv to Contracts: The Energy Conservation requirements are applicable to all contracts. Flow Down: The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier. Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. CLEAN WATER REQUIREMENTS 33 U.S.C. 1251 Applicabilitv to Contracts: The Clean Water requirements apply to each contract and subcontract which exceeds $100,000. Flow Down: The Clean Water requirements flow down to FTA recipients and subrecipients at every tier. Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S,C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office, (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FT A. 8. BUS TESTING(NOT APPLICABLE) 49 U.S.C. 5323(c) 49 CFR Part 665 9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS (NOT APPLICABLE) 49 U.S.C. 5323 49 CFR Part 663 A-3 1688 10. LOBBYING 31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20 Applicabilitv to Contracts: The Lobbying requirements apply to Construction/Architectural and Engineering/Acquisition of Rolling Stock! Professional Service Contract/Operational Service Contract/Turnkey contracts. Flow Down: The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti-Lobbying Amendment, 31 U.S.C. ~ 1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7, Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. i 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S,C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C, 1352. Such disclosures are forwarded from tier to tier up to the recipient APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING D Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned and belief, that: ( Contractor) certifies, to the best of his or her knowledge (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed, Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U,S,C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly, This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S,C. ~ 1352 (as amended by the Lobbying Disclosure Act of 1995), Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. A-4 1688 Note: Pursuant to 31 U.S,C, ~ 1352(c)(1 )-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U,S.C, A 3801, et seq., apply to this certification and disclosure, if any, Signature of Contractor's Authorized Official Title of Contractor's Authorized Official Date Name and 11. ACCESS TO RECORDS AND REPORTS 49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 Applicabilitv to Contracts: Reference Chart "Requirements for Access to Records and Reports by Type of Contracts" Flow Down: FTA does not require the inclusion of these requirements in subcontracts. Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R 18,36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 CF R 633,17 to provide the FT A Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C, 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U,S,C, 5307, 5309 or 5311, 2. Where the Purchaser is a State and is the FT A Recipient or a subgrantee of the FT A Recipient in accordance with 49 CF R 633.17, Contractor agrees to provide the Purchaser, the FT A Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S,C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S,C, 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3, Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 CFR 19A8, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4, Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U,S.C, 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S,C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection, 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed, A-5 168 ~ 6, The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). Contract Operational Turnkey Construction Architectur Acquisition Profession Characteristi Service al of Rolling al Services cs Contract Engineerin Stock g I State Grantees None Those None None None None imposed a. Contracts on state below SAT None pass thru Yes, if non- None None None ($100,000) unless 1 to competitive unless unless unless non- Contractor award or if non- non- non- b. Contracts competitive funded competi- competi- competi- above award thru2 tive award tive award tive award $1 00, OOO/Ca 5307/5309/ pital Projects 5311 II Non State Grantees Those Yes3 imposed Yes Yes Yes Yes a. Contracts on non- below SAT Yes3 state Yes Yes Yes Yes ($100,000) Grantee b. Contracts pass thru above to $100,OOO/Ca Contractor pital Projects Requirements for Access to Records and Reports by Types of Contract 12. FEDERAL CHANGES 49 CFR Part 18 Applicabilitv to Contracts: The Federal Changes requirement applies to all contracts, Flow Down: The Federal Changes requirement flows down appropriately to each applicable changed requirement Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FT A, as they may be amended or promulgated from time to time during the term of this contract Contractor's failure to so comply shall constitute a material breach of this contract 13. BONDING REQUIREMENTS (NOT APPLICABLE) A-6 1688 14. CLEAN AIR 42 U.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18 ADDlicabilitv to Contracts: The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year, Flow Down: The Clean Air requirements flow down to all subcontracts which exceed $100,000. Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S,C. 99 7401 et sea. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office, (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 15. RECYCLED PRODUCTS (NOT APPLICABLE) 42 U.S.C. 6962 40 CFR Part 247 Executive Order 12873 16. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS (NOT APPLICABLE) 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (NOT APPLICABLE) 18. r RESERVED 1 19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES ADDlicabilitv to Contracts: Applicable to all contracts. Flow Down: Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. A-7 08 u 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.C. 3801 et seq. 49 CFR Part 3118 U.S.C. 1001 49 U.S.C. 5307 Applicability to Contracts: These requirements are applicable to all contracts. Flow Down: These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U,S.C, 9 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R Part 31, apply to its actions pertaining to this Project Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Actof 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C, 95307, the Government reserves the right to impose the penalties of 18 U,S.C. 9 1001 and 49 U.S.C, 9 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions, 21. TERMINATION 49 U.S.C. Part 18 FTA Circular 4220.1 E Applicabilitv to Contracts: All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Flow Down: The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning, a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor, If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs, A-8 16Bc b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination, f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods, Failure to agree on an amount will be resolved under the Dispute clause, A-9 1688 If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient), h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1, The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations, The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process, If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services, If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be A-10 1688 paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 22. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Backaround and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions, " Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29,940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by . If it is later determined that the bidder or proposer knowingly rendered A-11 1688 an erroneous certification, in addition to remedies available to , the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 23. PRIVACY ACT 5 U.S.C. 552 ADDlicabilitv to Contracts: When a grantee maintains files on drug and alcohol enforcement activities for FT A, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. Flow Down: The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier. Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. 9552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract (2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA 24. CIVIL RIGHTS REQUIREMENTS 29 U.S.C. ~ 623, 42 U.S.C. ~ 2000 42 U.S.C. ~ 6102, 42 U.S.C. ~ 12112 42 U.S.C. ~ 12132,49 U.S.C. ~ 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq. ADDlicabilitv to Contracts: The Civil Rights Requirements apply to all contracts. Flow Down: The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C, 9 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C, 96102, section 202 of the Americans with Disabilities Act of 1990,42 U.S,C. 9 12132, and Federal transit law at 49 U,S.C, 95332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Emplovment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: A-12 16 B ~ (a) Race, Color. Creed. National Origin. Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S,C, 9 2000e, and Federal transit laws at 49 U,S,C, 9 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S, Department of Labor (U.S, DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 CFR. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U,S,C, 9 2000e note), and with any applicable Federal statutes, executive orders, regulations. and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age, Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue, (b) AQe - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U,S.C. 99 623 and Federal transit law at 49 U,S.C, 95332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. 9 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 25. BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FT A Circular 4220.1 E ADDlicabilitv to Contracts: All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures, Flow Down: The Breaches and Dispute Resolutions requirements flow down to all tiers, Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under this Contract while matters in dispute are being resolved, Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. A-13 1688 Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing, 26. PATENT AND RIGHTS IN DATA 37 CFR Part 401 49 CFR Parts 18 and 19 ADDlicabilitv to Contracts: Patent and rights in data requirements for federally assisted projects ONL Y apply to research projects in which FTA finances the purpose of the grant is to finance the development of a product or information. These patent and data rights requirements do not apply to capital projects or operating projects, even though a small portion of the sales price may cover the cost of product development or writing the user's manual. Flow Down: The Patent and Rights in Data requirements apply to all contractors and their contracts at every tier. CONTRACTS INVOL VING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data - This following requirement applies to each contract involving experimental, developmental or research work: (1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. (b) In accordance with 49 CFR. S 18,34 and 49 CFR. S 19.36, the Federal Government reserves a royalty-free, non- exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)l and (2)(b)~ of this clause below, As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party, 1. Any subject data developed under that contract, whether or not a copyright has been obtained; and 2, Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FT A. A-14 16PQ U '...1 (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained, If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government (e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent (f) Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FT A determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in u.s. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 CFR. Part 401. (4) The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA B. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research work: (1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FT A is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U,S, Department of A-15 1688 Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R Part 401, (3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FT A. 27. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (NOT APPLICABLE) 49 U.S.C. ~ 5310, ~ 5311, and ~ 5333 29 CFR Part 215 28. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 26 Backaround and Applicabilitv The newest version on the Department of Transportation's Disadvantaged Business Enterprise (DBE) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not The DBE program applies to all DOT-assisted contracting activities, A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 2629). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d, Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, 49 Code of Federal Regulations, Part 26, Participation by Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs, Collier Area Transit's goal for DBE participation is 12.06%, b. A separate contract goal has not been established for this procurement c, The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as Collier County deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). d. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance, In order to comply with the provisions of 49 CFR 26, the bidder/offeror agrees to the following: · Bid Opportunity List - shall submit with all Requests for Proposals and Invitations for Bid. · Anticipated DBE Participation Statement - shall submit with all Requests for Proposals and Invitations For Bid. · DBE Directory - the bidder/offeror may use the online DBE directory, BizNet, www.bipincwebapps.com/biznetflorida/ to locate ready, willing, and able DBE's to perform sub- A-16 1688 contractor work or sub-consultant work on USDOT assisted contracts. . Subcontractor Payment Report - shall submit monthly to comply with monitoring requirements of 49 CFR 26. e. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from Collier County. In addition, the contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's work related to this contract is satisfactorily completed. f. The contractor must promptly notify Collier County, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of Collier County. 29. r RESERVED 1 30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FTA Circular 4220.1E Applicabilitv to Contracts: The incorporation of FTA terms applies to all contracts, Flow Down: The incorporation of FT A terms has unlimited flow down, Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FT A Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FT A mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. 31. DRUG AND ALCOHOL TESTING (NOT APPLICABLE) 49 U.S.C. ~5331 49 CFR Parts 653 and 654 32. ADA Access 49 U.S.C. ~5301 Access for Individuals with Disabilities, The Recipient agrees to comply with 49 U.S,C. 95301 (d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, with 29 U,S,C. 9 794, which prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U,S,C, 99 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities; and with the Architectural Barriers Act of 1968, as amended, 42 A-17 U.S.C, SS 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with 16 8 ~ disabilities, and any subsequent amendments to these laws or other laws pertaining to access for individuals with disabilities to the extent applicable. 33. ITS Standards 5206( e) Section 5206(e) of the Transportation Equity Act for the 21 st Century, Public Law 105-178, 112 Stat. 547, pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation (US DOT). 34. ARRA SPECIAL TERMS AND CONDITIONS Funds appropriated under the Recovery Act The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, (Recovery Act) was enacted to preserve and create jobs and promote economic recovery, assist those most impacted by the recession, provide investments needed to increase economic efficiency by spurring technological advances in science and health, invest in transportation, environmental protection, and other infrastructure that will provide long-term economic benefits, stabilize State and local government budgets, in order to minimize and avoid reductions in essential services and counterproductive State and local tax increases. The Contractor shall comply with all terms and conditions in the Recovery Act relating generally to governance, accountability, transparency, data collection and resources as specified in Act itself and as discussed below. Registration Section 1512 provides that first tier Contractors of ARRA funds must register with Central Contractor Registration database (CCR). CCR registration can be completed at http://www.ccr.gov. CCR registration must be completed before the first quarterly Section 1512 report is due. Federal reporting on projects funded by the Recovery Act, will require contractors to report their DUNS number. The DUNS number is issued by Dun and Bradstreet. If you do not know your DUNS number, visit www.dnb.com and click on "D & B D-U-N-S Number" to obtain a number. Compliance with American Recovery and Reinvestment Act of 2009: This project is subject to the criteria and conditions of the Recovery Act of 2009 and shall satisfy the federal reporting requirements for the project(s), through monthly reports, for both the contractor and subcontractors. The Contractor shall provide the required information on form(s) provided by the County in the timeframe indicated in the instructions and shall further include these reporting requirements in all subcontracts. Authority of the Comptroller General: Section 902 of the ARRA of 2009 provides the U.S. Comptroller General and his representatives the authority: (1) to examine any records of the Contractor or any of its subcontractors, or any State or Local agency administering such contract, that directly pertain to, and involve transactions relating to, the contract or subcontract; and A-18 16B8 (2) to interview any officer or employee of the Contractor or any of its subcontractors, or of any State or Local government agency administering the Contract, regarding such transactions. Accordingly, the Comptroller General and his representatives shall have the authority and rights as provided under Section 902 of the ARRA with respect to this Contract, which is funded with funds made available under the ARRA. Section 902 further states that nothing in this Section shall be interpreted to limit or restrict in any way any existing authority of the Comptroller General. 52.204-11 - American Recovery and Reinvestment Act-Reporting Requirements. As prescribed in 4.1502, insert the following clause: American Recovery and Reinvestment Act-Reporting Requirements (Mar 2009) (a) Definitions. As used in this clause- "Contract," as defined in FAR 2.101, means a mutually binding legal relationship obligating the seller to furnish the supplies or services (including construction) and the buyer to pay for them. It includes all types of commitments that obligate the Government to an expenditure of appropriated funds and that, except as otherwise authorized, are in writing. In addition to bilateral instruments, contracts include (but are not limited to) awards and notices of awards; job orders or task letters issued under basic ordering agreements; letter contracts; orders, such as purchase orders, under which the contract becomes effective by written acceptance or performance; and bilateral contract modifications. Contracts do not include grants and cooperative agreements covered by 31 V.S.C. 6301, et seq. For discussion of various types of contracts, see FAR Part 16. "First-tier subcontract" means a subcontract awarded directly by a Federal Government prime contractor whose contract is funded by the Recovery Act. "Jobs created" means an estimate of those new positions created and filled, or previously existing unfilled positions that are filled, as a result of funding by the American Recovery and Reinvestment Act of 2009 (Recovery Act). This definition covers only prime contractor positions established in the United States and outlying areas (see definition in FAR 2.101). The number shall be expressed as "full-time equivalent" (FTE), calculated cumulatively as all hours worked divided by the total number of hours in a full-time schedule, as defined by the contractor. For instance, two full-time employees and one part-time employee working half days would be reported as 2.5 FTE in each calendar quarter. "Jobs retained" means an estimate ofthose previously existing filled positions that are retained as a result of funding by the American Recovery and Reinvestment Act of 2009 (Recovery Act). This definition covers only prime contractor positions established in the United States and outlying areas (see definition in FAR 2.101). The number shall be expressed as "full-time equivalent" (FTE), calculated cumulatively as all hours worked divided by the total number of hours in a full-time schedule, as defined by the contractor. For instance, two full- time employees and one part-time employee working half days would be reported as 2.5 FTE in each calendar quarter. "Total compensation" means the cash and noncash dollar value earned by the executive during the contractor's past fiscal year of the following (for more information see 17 CFR 229.402(c)(2)): (1) Salary and bonus. (2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. (3) Earnings for services under non-equity incentive plans. Does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. PART 52Solicitation Provisions and Contract Clauses Page 1 of 4 http://farsite.hill.af.mil/reghtm1/regs/far2afmcfars/fardfars/far/52_000.htm 5/16/2009 (4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. (5) Above-market earnings on deferred compensation which is not tax-qualified. (6) Other compensation. For example, severance, termination payments, value oflife insurance paid on behalf of the employee, perquisites or property if the value for the executive exceeds $10,000. A-19 ~... f..,., ~, 4 ~, ,J ,) (b) This contract requires the contractor to provide products and/or services that are funded under the"~erican Recovery and Reinvestment Act of 2009 (Recovery Act). Section l5l2( c) of the Recovery Act requires each contractor to report on its use of Recovery Act funds under this contract. These reports will be made available to the public. (c) Reports from contractors for all work funded, in whole or in part, by the Recovery Act, and for which an invoice is submitted prior to June 30, 2009, are due no later than July 10,2009. Thereafter, reports shall be submitted no later than the 10th day after the end of each calendar quarter. (d) The Contractor shall report the following information, using the online reporting tool available at http://www.FederaIReporting.gov . (1) The Government contract and order number, as applicable. (2) The amount of Recovery Act funds invoiced by the contractor for the reporting period. A cumulative amount from all the reports submitted for this action will be maintained by the government's on-line reporting tooL (3) A list of all significant services performed or supplies delivered, including construction, for which the contractor invoiced in this calendar quarter. (4) Program or project title, if any. (5) A description of the overall purpose and expected outcomes or results of the contract, including significant deliverables and, if appropriate, associated units of measure. (6) An assessment ofthe contractor's progress towards the completion ofthe overall purpose and expected outcomes or results of the contract (i.e., not started, less than 50 percent completed, completed 50 percent or more, or fully completed). This covers the contract (or portion thereof) funded by the Recovery Act. (7) A narrative description of the employment impact of work funded by the Recovery Act. This narrative should be cumulative for each calendar quarter and only address the impact on the contractor's workforce. At a minimum, the contractor shall provide- (i) A brief description of the types of jobs created and jobs retained in the United States and outlying areas (see definition in FAR 2.101). This description may rely on job titles, broader labor categories, or the contractor's existing practice for describing jobs as long as the terms used are widely understood and describe the general nature of the work; and PART 52Solicitation Provisions and Contract Clauses Page 2 of 4 http://farsite.hil1.af.millreghtmllregs/far2afmcfars/fardfars/far/52_000.htm 5/16/2009 (ii) An estimate of the number of jobs created and jobs retained by the prime contractor, in the United States and outlying areas. A job cannot be reported as both created and retained. (8) Names and total compensation of each of the five most highly compensated officers ofthe Contractor for the calendar year in which the contract is awarded if- (i) In the Contractor's preceding fiscal year, the Contractor received-(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and sub grants) and cooperative agreements; and (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and sub grants) and cooperative agreements; and (ii) The public does not have access to information about the compensation ofthe senior executives through periodic reports filed under section 13(a) or l5(d) ofthe Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 780(d)) or section 6104 of the Internal Revenue Code of 1986. (9) For subcontracts valued at less than $25,000 or any subcontracts awarded to an individual, or subcontracts awarded to a subcontractor that in the previous tax year had gross income under $300,000, the Contractor shall only report the aggregate number of such first tier subcontracts awarded in the quarter and their aggregate total dollar amount. (10) For any first-tier subcontract funded in whole or in part under the Recovery Act, that is over $25,000 and not subject to reporting under paragraph 9, the contractor shall require the subcontractor to provide the information described in (i), (ix), (x), and (xi) below to the contractor for the purposes ofthe quarterly report. The contractor shall advise the subcontractor that the information will be made available to the public as required by section 1512 of the Recovery Act. The contractor shall provide detailed information on these firsttier subcontracts as follows: A-20 lbHE (i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor's parent company, ifthe subcontractor has a parent company. (ii) Name of the subcontractor. (iii) Amount of the subcontract award. (iv) Date ofthe subcontract award. (v) The applicable North American Industry Classification System (NAICS) code. (vi) Funding agency. (vii) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract. PART 52 Solicitation Provisions and Contract Clauses Page 3 of 4 http://farsite.hill.af.millreghtmllregs/far2afincfars/fardfars/far/5 2_000 .htm 5/16/2009 (viii) Subcontract number (the contract number assigned by the prime contractor). (ix) Subcontractor's physical address including street address, city, state, and country. Also include the nine- digit zip code and congressional district if applicable. (x) Subcontract primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district if applicable. (xi) Names and total compensation of each of the subcontractor's five most highly compensated officers, for the calendar year in which the subcontract is awarded if- (A) In the subcontractor's preceding fiscal year, the subcontractor received- (1) 80 percent or more of its annual gross revenues in Federal contracts (and subcontracts), loans, grants (and subgrants), and cooperative agreements; and (2) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and sub grants ), and cooperative agreements; and (B) The public does not have access to information about the compensation of the senior executives through periodic reports filed under section 13(a) or 15(d) ofthe Securities Exchange Act of 1934 (15 D.S.C. 78m(a), 780(d)) or section 6104 ofthe Internal Revenue Code of 1986. (End of clause) PART 52Solicitation Provisions and Contract Clauses Page 4 of 4 Required after Contract Award: Subcontractor Payment Report DBE/Non-DBE A-21 Exhibit B .16-8 8 Subcontractor Payment Report - DBE/Non DBE -See attached 5, PRIME CONTRACTOR'S NAME 6. FEID NUMBER - PRIME CONTRACTOR) 7. CONTRACT DOLLAR AMOUNT 9. IS THE PRIME A FLORIDA- CERTIFIED DISADVANTAGED BUSINESS ENTERPRISE (DBE)? YES 0 NO 0 10, IS THE WORK OF THIS CONTRACT CONSTRUCTION 0 OR CONSULTANT DOTHER? 11, REVISION (Y/N)? _ IF YES, REVISION NUMBER_ 12. ANTICIPATED DBE SUBCONTRACTORS (BELOW): DBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK/SPECIALTY DOLLAR AMOUNT PERCENT OF CONTRACT DOLLARS A B c D E F 11A TOTAL DOLLARS TO DBE'S A-22 1688 13. NAME OF SUBMITTER 14. DATE 15. TITLE OF SUBMITTER 16, EMAIL ADDRESS OF PRIME CONTRACTOR/SUBMITTER 17, FAX NUMBER 18. PHONE NUMBER NOTE: THIS INFORMATION IS USED TO TRACK AND REPORT ANTICIPATED DBE PARTICIPATION IN ALL FEDERALL Y- FUNDED FDOT CONTRACTS. THE ANTICIPATED DBE AMOUNT IS VOLUNTARY AND WILL NOT BECOME A PART OF THE CONTRACTUAL TERMS. THIS FORM MUST BE SUBMITTED AT THE PRE- CONSTRUCTION, FDOT STAFF FORWARDS THE FORM TO THE EQUAL OPPORTUNITY OFFICE. 19. SUBMITTED BY 20.DATE 21. TITLE OF SUBMITTER 22. EMAIL ADDRESS OF SUBMITTER 23. FAX NUMBER 24, PHONE NUMBER A-23 [;il = ~ z o z o E- Z ~ [;il = E- ~ ~ ~ 0 I'-l ~ ~ ~ 0 Z r-. ~ E- E- ~ I'-l -< ~ 0 ~ 0 j;;) Z l:lo. "0 ~ ~ CQ ~ -0 ~ ~ I'-l 0 .;:: ~ == " Il) ~ = i:l.. ~ 0 co 0 E- .5 ~ U U 0 ~ C- Il) Ol:: E- Z 0 ~ U 'i;l 0 ... u ~ l:: 0 U ~ c 0 g 'a ~ 'C u 0 '" 0 Il) Z ~ 0 ... t) u ~ Il) ~ :g '0' 0 a:l ~ U '" ~:E SE-<"O 0].8 e.~ ~ <I: 0 > c: - fA fA fA fA fA fA fA fA fA .5 :g gj ~ ,9;S ... > c: Sil)O o~::E e <<l <I: :g 0 ...c:: ~ Il) ~ Z ... u S c: 0 U ... 0 c; .;:: Il) 'i;l ::E :6 :.a ru o u r~ o Il) UCZl .... 0 c: .9 ... C- 'C u '" Il) 0 ~ 0 ... 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'0 ~ - !ii ~ ~ OJ ~~ 5 ~ u .~ ~ ~ 6 l;l:=: '= ~ ~ ~ 8'0 .s .g as <Il '" OJ ~ ~ ~ == 0 ~ Q p- OJ ~ 5 t: "0 OJ 5 ~ .", [g c:: o '~ .s ,:: ~ == Q "0 ~ 5 .0 :> '" OJ ,;; c:: o ;;; ~ !ii .", c:: OJ 5 ~ ~ Si ~ .. ,;; '" .. ~ OJ e 8 I:E o 8 .~ p- e o u H c:: o U .. ~ ~ f= , .", ~ lii '" .. ~ ij g z 1688 ~ o ~ ~ c: o u .. -5 .... o l:: .sa '" ';> e p. c .. e ~ p. 0. e e p. <> ;s ;s .~ <> ~ "E o u ~ .S "0 "a p. c:: \0 <> &! 2 t.l.. <> U ~ 0\ .c "<I" '" ... .5 S 13 e ~ ~ ~ .... 'l) 0 ~ "0 .,g C/i ~ J5 ~ N I ..:e ... o = 't:: c. .. ~ .. 'f, 16B8 SCHEDULE A WORK ORDER # Agreement for title of contract, Dated: ,200 (RFP/Bid 00-0000) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: * Task I * Task II * Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) Task I Task II Task III $ $ $ $ TOTAL FEE Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "An of the original Contract Agreement. PREPARED BY: Name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 1688 SCHEDULE B RATE SCHEDULE TIN DALE-OLIVER & ASSOCIATES. INC. Principal $190.00 Project Manager $160.00 Senior Professional $140.00 Professional $120.00 Planner $105.00 Technician $ 90.00 Inspector $ 80.00 Administrative $ 65.00 This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County ATM Staff and Tindale-Oliver & Associates, Inc., on a project by project basis as needed. B-1 1688 SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or C-1 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 1688 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 '., u':;,.,' <'1'",~ , _~ ~ <~, 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 $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 ~ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? ~ 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, C-4 16B8 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 -L General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. C-5 1688 (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 ~ Not Applicable (6) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable ~ Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? ~ Yes _ No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: C-6 1688 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? ~ 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 _ $ 5,000,000 each claim and in the aggregate C-7 '<l "" _~;"_,,,",,",,~.~....,~...,--,..-,..__.._ 1688 (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed C-8 1688 documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. C-9 16B8 e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. C-10 1688 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Tindale-Oliver & Associates, Inc., hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning RFP 09-5207 Alternative Transportation Modes Consulting Services for the Collier Area Transit (CAT) Program are accurate, complete and current as of the time of contracting. Tindale-Oliver & Associates, Inc. BY: V~~ William L. Ball TITLE: Chief Operating Officer DATE: September 29, 2009 0-1 16B8 SCHEDULE E SCOPE OF SERVICES Scope of Services The scope of services described in this section ("Scope of Services") is a general guide and is not intended to be a complete list of all work and materials necessary to complete the project or supply goods or services. The Scope of Services contains work tasks believed necessary for General Consulting Services for Urban Design, Site Development Plan, Environmental Assessment, Transitrrransportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS) that meets CAT needs. Work will be procured by requesting proposals from all awarded firms and a project work order will be issued. General Information The Urban Design, Site Development Plan, Environmental Assessment, Transit! Transportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS) shall provide services that involve expertise and technical skills in multimodal transportation related services. Consultant's staff will serve as an extension of Alternative Transportation Modes (A TM) Department staff on an "as needed basis" under the direction of the ATM Project Manager(s) to move projects from concept, through implementation, and to completion. Consultant will be responsible for providing technical expertise, developing guidelines and request for proposals, plans, procedures, manuals, and performing technical studies and analysis. General assignments may include, but are not limited to, coordination with land use development, provisions of local government transit oriented development guidelines, design standards, manual updates, land use and zoning reviews, corridor analysis, comprehensive transit system operations analysis, comprehensive transit facilities analysis, transit development plan updates, transit modeling, transportation impact and environmental studies/assessments, CAT Geodatabase design and management, Implementation of an Intelligent Transportation E-1 1688 System (ITS), GIS base map design and development. Further examples are listed below under the three categories. When requested by the specified A TM Project Manager, the Consultant will work with, and receive guidance from, the appropriate A TM staff to develop the appropriate requirements, guidelines, and criteria for each project work order. The Consultant will then develop and submit to the A TM Project Manager, a final scope of work as he/she envisions the specific project work order, the number of hours by discipline required to complete the work order, all other direct costs required, a list of deliverables to complete the work order, and a proposed schedule for approval. The Consultant shall not proceed with any work on the work order until a notice to proceed is issued in writing by the Transportation Division or authorized representative. Services to be Performed The Board of County Commissioners has authorized the issuance of a Request for Proposal for "General Consulting Services for Urban Design, Site Development Plan, Environmental Studies/Assessment, TransitfTransportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS)" on an as needed basis. In general, this effort will involve expertise and technical skills in developing, designing, engineering and implementing facilities and related services, Intelligent Transportation Systems (ITS), Transit Operations Analysis, Environmental Studies/Assessments, TransitfTransportation Planning, Green Initiatives, Project Management. More specifically, the scope of services has been divided into four (4) areas of expertise including but not limited to: A. Category One - TransitlTransportation Operations and Financial Planning B. Category Two - Technical Studies C. Category Three - Urban Design and Environmental Services D. Category Four - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Information System (GIS) It is the intent of the County to award to multiple vendors. Firms are to submit one (1) proposal for each category. The selection committee will determine the most technically qualified firm, E-2 ~6B18 c'4."','t:'.... and make a recommendation to the Board of County Commissioners for award of multiple contracts. Category One - TransitlTransportation Operations and Financial Planning This work will require expertise in multi-modal transportation planning. Consultant will provide experienced consulting services to assist A TM staff in addressing existing travel means and patterns and to plan new transportation services for the community. A TM/CA T will initiate numerous service improvements and I or reductions based upon the County's long range vision of a comprehensive public transportation system coordinated at the community level and directly interfacing with land use development and budgetary constraints. The Collier County Transit Development Plan (TDP) calls for expansion of local route coverage, increased frequency of services, new connection into adjacent Counties to the north, introduction of technology to include electronic fareboxes, Automatic Passenger Counter (APC) and Automatic Vehicle Locators (A VL), the identification of a dedicated funding source, transportation financial and economic analysis, regional commuter assistance programs, and premium paratransit, demand response services, flex services and fixed route deviation and point deviation services. Consultant support will include operational analysis, market demand appraisals, resource demand studies, cost allocation analysis, service monitoring reviews and other transit operational and financial planning related services as required. Typical past and potential projects include: ;lil Corridor Analysis ;lil Comprehensive Operations Analysis ;lil Traffic Operations and Road Design to accommodate bus operation ;lil Transit Development Plan ;lil Transportation Disadvantage Service Plan ;lil Public Transportation Service Planning and Operations Analysis ;lil Transit Preferential Treatment ;lil Federal Transportation Programs Studies ;lil Federal Transportation Administration Program Funding Application & Reporting ;lil Florida Department of Transportation Program Funding Application & Reporting ;lil Concurrency Review Analysis ;lil Transportation Impact and Environmental Studies E-3 1688 iiIiiI Transit Operations Evaluation iiIiiI Transit Systems Modeling and Travel Demand Modeling Development Strategies iiIiiI Flexible Route Deviation I Point Deviation Service Development and Implementation Plans iiIiiI Public Participation Policy Review iiIiiI Triennial Reviews and Title VI Support Category Two - Technical Studies This work will require expertise in data collection, travel demand forecasting, corridor designation studies, transit route studies and scheduling, project development, environmental studies, identification of green initiatives projects, traffic planning and data development studies, ridership forecasting and impact fees studies. Consultant will provide experienced consulting services to assist A TM staff in addressing existing and future challenges in data collection and analysis including developing standards and performance measures to evaluate development impact on Transit in order to identify potential contribution. Typical past and potential projects include: iiIiiI Automatic Passenger Counter (APC) data collection, analysis and utilization iiIiiI Automatic Vehicle Locator (A VL) data collection, analysis and utilization iiIiiI Electronic Farebox data collection, analysis and utilization iiIiiI Financial Analysis Tools and Costing Models iiIiiI On Time Performance Studies iiIiiI Ridership and Revenue Forecasting iiIiiI Ridership Demand Forecasting iiIiiI Bus Stop Location, Amenities and Accessibility Standards Analysis iiIiiI Comprehensive transit facilities analysis iiIiiI Service Efficiency Reductions Analysis iiIiiI Corridor Designation Studies iiIiiI Transit Route Studies iiIiiI Next Bus and other Intelligent Transportation Systems iiIiiI Demand Response Service Analysis iiIiiI Transit Scheduling (i.e.: in a Trapeze FX and/or Route Match Environment) iiIiiI Identification of green initiatives projects for transit (equipment, infrastructure, etc...) iiIiiI Comprehensive Operations Analysis E-4 Category Three - Urban Design and Environmental Services The object of this task is to assist A TM staff with the coordination of transit with land use development, and environmental studies. A TM will require consultant services that provide expertise in local land use codes, transit oriented development guidelines and implementation techniques, Identification of green initiatives projects, private sector partnership incentive programs, and coordination with other urban infrastructure investments. The environmental studies standard should include ASTM 1527Phase I & II investigation and compliance with NEPA requirements. The selected consultant will have the ability to do documented categorical exclusions compliant with FTA's interpretation of NEPA requirements. Typical past and potential projects include: IiiliI Comprehensive transit facilities analysis IiiliI Local Government Transit Oriented Development Guidelines IiiliI Development Review Procedures IiiliI Development and Update of Transit Design Standards Manual IiiliI Streetscape and Pedestrian Studies IiiliI Land Use Code and Zoning Reviews IiiliI Redevelopment, Area Wide, and Specific Plan Assessments IiiliI Joint Development Studies IiiliI Environmental Assessment IiiliI Identification of green initiatives projects for transit (equipment, infrastructure, etc...) Category Four - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Information System (GIS) Mobility Management Collier County is soliciting proposals for the services of a qualified person or qualified professional firm for network consultation and support services, planning and implementing the acquisition, and purchase of intelligent transportation technologies to operate a coordinated system, as well as promoting the use of innovative technologies, services and other methods to improve customer service. The nature of the service(s) will be network design, application development & customization, coordination and implementation of new and existing technologies with third party vendors, and ongoing support for a future proprietary CAT systems E-5 1688 information network. Services will also include but are not limited to general management and operation of this future system. It is the general intent of the County that the person/firm will become CA T's adjunct IT staff for the proprietary system, performing routine maintenance and updates to the CAT information system's servers, network devices and proprietary applications, as well as providing a needed resource for both end users of the system and management staff. Overview CAT provides public transportation services to Collier County residents. The Alternative Transportation Modes Department manages a contractor, McDonald Transit Associates Inc., who is responsible for the day to day public transit operations. The Board of County Commissioners IT Department supports and maintains the network infrastructure, servers, PCs and associated standard Microsoft office productivity applications. In addition, McDonald Transit utilizes a software application called RouteMatch, currently supported by the software vendor. Intelligent Technology & Geographic Information Systems Services This task may include but is not limited to studies, design, installation and implementation of an Intelligent Transportation System (ITS) and Geographic Information System components including software, databases, applications and integration with existing systems. The Intelligent Technology includes but not limited to, Automatic Vehicle Locators (AVL) , Automatic Passenger Counters (APC), Electronic Fareboxes (EF), Electronic On-Vehicle Passenger Information System (audio and visual message display) and on board security cameras. These technology solutions will meet Collier County's needs by integrating with existing and planned future systems, as well as including ongoing maintenance of the solution. Typical past and potential projects include: ;If Addition of hardware and software such as: . Scheduling software . Office software . PC hardware . Server . Server software ;If Assessment of required network infrastructure and devices E-6 ~,' ; 1l B.... 0 ~:f:'"' ,. " " ~ ',' t5 ",;J \,.oj ;Iii! Desktop Applications Support ;Iii! Server Administration Services ;Iii! Network Administration Services ;Iii! Network Security ;Iii! Network Infrastructure Strategic Planning ;Iii! Geodatabase design, management and interface integration ;Iii! Support of Internet Map Services ;Iii! Geo-Iocation of CAT bus stops and routes ;Iii! ArclMS Server Development and Support Including Upgrades and Addition of Custom Applications ;Iii! Provide real-time Automatic Vehicle Location (A VL) and vehicle component monitoring ;Iii! Provide Mobile Data Terminals (MDT) ;Iii! Provide real-time engine, transmission and key systems monitoring, logging and analysis tools ;Iii! Provide Automatic Passenger Counters (APC) reporting and mapping ;Iii! Provide onboard intelligence on vehicles to integrate and enhance existing onboard fare boxes, with single point sign-on, and a unified source of Global Positioning System (GPS) location, time, run, and route and trip information to those systems ;Iii! Provide a single unified Geographic Information System (GIS) layer and solution usable for all CAT, (Collier Area Transit) systems relying on a map, and must be able to integrate into the current County GIS infrastructure ;Iii! Provide for a public web page to allow riders to view real or near real time routes and locations of vehicles ;Iii! Provide continued support and maintenance of the solution so that the information and features provided remain stable and reliable over the life of the solution ;Iii! Provide for future expansion and/or integration of internal and external systems such as onboard video, next bus information, transfer connection protection, transit signal priority and collision avoidance ;Iii! Provide for the integration of the proposed solution into the existing Collier County data communications system, based on the Collier County Information Technology's TACS, (Technical Architectural Compatibility Standards). The proposed system must be able to be supported by Collier County IT personnel with vendor support. E-7 1688 Work Orders The issuance of Work Orders is ongoing and multiple Work Orders maybe assigned simultaneously. Completed work on a task will be billed at the hourly rate governed by the contract. All Work Orders issued will be in writing. The Consultant(s) must provide a written estimate of the man-hours required and corresponding cost for each Work Order. A TM must approve each cost estimate in writing before the Consultant(s) initiates work on the task(s). Each Work Order will contain its own completion date. The completion date of a Work Order may extend beyond the expiration date of the Contract, as long as the Work Order is issued prior to the expiration date of the Contract. No work on any task shall begin without a formal Notice to Proceed being issued. The County reserves the right to order such services from selected firms as may be required during said period, but does not guarantee any minimum or maximum services to be ordered during the period specified from any given firm. Work Order service assignments shall be at the sole discretion of the County. Work order assignments for CCNA contracts shall be made in accordance with the Best Value Offer (BVO) procedure as approved by the Board of County Commissioners on February 10, 2009. The contracts are classified as fixed-term Countywide Agreements for various and miscellaneous consulting services which will be utilized on an as-needed basis. Assignments shall be implemented with Work Orders subject to a maximum of $200,000 per Work Order and with a maximum yearly contract amount of $750,000 per firm. Work Order assignments in excess of $200,000 (or the County's current competitive threshold) shall be approved by the Board of County Commissioners. The following personnel based on their position at A TM are authorized to issue Work Orders: Alternative Transportation Modes (A TM) Department Director A TM Principal Planner A TM, Purchasing and the Consultant(s) shall negotiate a Maximum Fee for each individual Work Order. E-8 16B8 The Maximum Fee shall be determined in accordance with the following provisions: a) The Maximum Fee amount established for each Work Order shall be the agreed manhour effort required for performance of the desired services at the approved hourly rates, plus miscellaneous and out-of-pocket expenses, plus the cost of negotiated expenses (if any). b) The approved hourly rates per job classification for the Prime Consultant(s) and any Subconsultant(s) to be applied to this contract are set forth in the Fee Structure provided by contractor. c) Miscellaneous and out-of pocket expenses for the Prime Consultant(s) and Subconsultant(s) shall be established for each Task Order covered by this Agreement and will consist of the following: Out-of-pocket expenses include incidental costs of printing, materials, expendable equipment, and travel within the limits of Florida Statute 112.061, equipment rental, long distance calls, and tolls. Itemized receipts which include detailed description of expense(s) shall be provided for reimbursement. No reimbursement shall be given without a proper receipt. Deliverables Each Work Order will define the deliverables. Deliverables shall be accepted by the appropriate A TM project manager before payment for such work. E-9 Client#: 3136 TINDOLl3 a ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (M D/VYYY) 9/28/2009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER ISU Suncoast Insurance Assoc P.O. Box 22668 Tampa, FL 33622-2668 813 289-5200 Tindale-Oliver & Associates, Inc. 1000 N Ashley Dr, Suite 100 Tampa, FL 33602 INSURERS AFFORDING COVERAGE INSURER A Travelers Indemnity Co of Ameri INSURER B Travelers Indemnity Company INSURER C Travelers Casualty and Surety C INSURER D XL Specialty Insurance Company INSURER E: NAIC# 25666 25658 19038 37885 INSURED COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER P.?"L~~1~~~JR,w\E P~ilfJ/~~~~N LIMITS A ~NERAL LIABILITY 6808127L852 02/24/09 02124/10 EACH OCCURRENCE $1 000 000 ~ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $1 000000 ~ ~. CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $5 000 PERSONAL & ADV INJURY $1.000000 - GENERAL AGGREGATE $2 000 000 ~'LAGGREnE LIMIT APnS PER: PRODUCTS - COMPIOP AGG $2.000 000 POLICY ~b'PT LOC B ~TOMOBILE LIABILITY BA8130L50608 02124109 02124110 COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $1,000,000 - - ALL OVVNED AUTOS BODILY INJURY (Per person) $ - SCHEDULED AUTOS .!... HIRED AUTOS BODIL Y INJURY $ .!... NON-OVVNED AUTOS (Per accident) - PROPERTY DAMAGE $ (Per accident) ~RAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ B ~ESS/UMBRELLA LIABILITY CUP8406Y26A 02124109 02124/10 EACH OCCURRENCE $3 000 000 X OCCUR D CLAIMS MADE AGGREGATE $3 000 000 $ ;1 DEDUCTIBLE $ X RETENTION $ 10000 $ C WORKERS COMPENSATION AND UB7082Y31708 09101109 0910111 0 X I T~J;r :::~~c, I 10J~- EMPLOYERS' LIABILITY $1 000000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L EACH ACCIDENT OFFICER/MEMBER EXCLUDED? E.L DISEASE - EA EMPLOYEE $1 000000 If yes, describe under E.L DISEASE - POLICY LIMIT $1 000000 SPECIAL PROVISIONS below 0 OTHER Professional DPR9618855 04120109 04120110 $1,000,000 per claim Liability $1,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Professional Liability is written on a claims made and reported basis. Re: Contract #09-5207 "Consulting Services for the Collier Area Transit (CAT) Program". Collier COunty is listed as additional insured with respect to the General Liability policy. CERTIFICATE HOLDER CANCELLATION 10 Davs for Non-Pavment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Collier County DATE THEREOF, THE ISSUING INSURER WILLXOtDeMlllUttl MAIL --3fl.. DAYS WRITTEN Purchasing Department NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,,,"ntJt,M~k 3301 Tamiami Trail East JMEDIl:"_lGJlin.DutJtXUIUO(XJJ("'X~XltlKJ(lIllIll~Dll.Jt1JO&lQ8(XX Naples, FL 34112 ~EDREPRE~E ~ . "" ~~ ACORD 25 (2001/08) 1 of 2 #S2143821M208511 BJM @ ACORD CORPORATION 1988 1688 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon, ACORD 25-5 (2001108) 2 of 2 #S214382/M208511 MEMORANDUM Date: October 9, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #09-5207: "Consultant Services for Collier Area Transit (CAT) Program" Contractor: Wilbur Smith Associates, Inc. Enclosed is one original contract, referenced above (Agenda Item #16B8), approved by the Board of County Commissioners on Tuesday, September 29, 2009. The second contract will be kept in the Minutes and Records Departmenfas part of the Board's permanent records. If you should have any questions, please contact me at 252-8411. Thank you. Enclosure (1) 1688 ITEM NO.: d1-p~"OI~ .j,IiIPlTE!~~~gIVED 16 B . ,r)1 ,. \,\ ' .",1, " FILE NO.: REQUEST FOR LEGAL SERVI ES r .- - 8 . 04 ylL ~ t C[j)~ O~~...P l).I Ji ~ ~ (!; t- c-, \TV ~'rl / jP1t)Jl1 ROUTED TO: DO NOT WRITE ABOVE THIS LINE Date: October 2, 2009 ';~r) 1/vf To: County Attorney's Office Jeff Klatzkow, County Attorney From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 Re: Contract: #09-5207 "Consulting Services for the Collier Area Transit (CAT) Program" Contractor: Wilbur Smith Associates, Inc. BACKGROUND OF REQUEST: 4v This Contract was approved by the BCC on September 29, 2009; Agenda Item 16.B.8 This item has been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: This is a standard contract with no changes. Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Michelle Arnold, ATM , " 1 ; . \ ~ n. :, " \t\!\ /<r<:;,} Jt\~ ~ MJ, I \ (l \, tltt lQ1,-) \ ,1 1688 FROM: MEMORANDUM Ray Carter fl ~~ Risk Management Department JPL"-"--.q" Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department TO: DATE: October 2, 2009 RE: Review of Insurance for Contract: #09-5207 "Consulting Services for the Collier Area Transit (CA 1) Program" Contractor: Wilbur Smith Associates, Inc. This Contract was approved by the BCC on September 29, 2009; Agenda Item 16.B.8 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 c: Michelle Arnold, ATM Mf[ RECEIVED r) OCT 052009 ~:l~ ~GEMENT (Jfl~tJ!;J() / 1688 mausen_9 From: Sent: To: Cc: Subject: RaymondCarter Wednesday, October 07, 2009 3:38 PM CummingsRhonda DeLeon Diana; mausen_g; GazgaNorberto; arnold_m Contract 09-5207 "Consulting Services for the Collier Area Transit(CAT) Program" All, I have approved the certificate(s) of insurance provided by Wilbur Smith Associates, Inc. for contract 09-5207 which will now b Office for their review. Thank you, Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 RLS# 09-Pet..- tJ/3t9 CHECKLIST FOR REVIEWING CONTRACTS I 6 B 8 ~ WI LBuIC. SNIT;! ASS()(!u'it'fS I INC!. Provided $ Exp Date_ ~Yes No ~Yes No V"Yes No Yes ~No Yes No Yes No Yes No ~Yes No .../ Yes No V Yes No ~\" V Yes No V Yes No v Yes No ~Yes No hes No ~ Reviewer Initials: :ff; Date I~~ fJ9 04-COA-0 03 1222 Entity Name: 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 $J ltilll- Products/CompVOp Required $_ Personal & Advert Required $ Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $ (Ml L Workers Compensation Each accident Required $ SQlt . Disease Aggregate Required $ llLl-6 Disease Each Empl Required $ ..... Umbrella Liability Each Occurrence Provided $ b M.H.. Aggregate Provided $ t, Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ -z... M- t L Per Aggregate Required $ Other Insurance Each Occur Type: Provided $ Provided $ Provided $ Provided $ Provided $ Provided $ Provided $ Provided $ Provided $ Provided $ S"Mtt... Provided $ t , Required $ County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? Ifattached, 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? /Yes No ........... Yes No Bu.! 'I>\r~tS'" ~})))~f5S V Yes No v= Y es No ....- Yes No Y= Yes No "Z- M.~ L Exp. Date '/JCJ JUle? l . Exp, Date tt { I,U'- Exp. Date II t I Exp. Date I' l, Exp. Date I. I M.tt... Exp Date Co / ~J2OI () I l I Mol L Exp Date ~ (.1tJ I J-Ot/) ,"r Exp Date LI II Exp Date . I Exp Date Exp Date ~Yes u tI No Exp. Date '/30/20{t) Exp. Date t I Attachments Are all required attachments included? www.sunbiz.org - Department of State Page 10f1.6 -8 Home Contact Us E-Filing Services Document Searches Forms Help Previous on L.i!;t Next onL.i!;t Return To L.i!;t Entity Name Search [ Submit I I;vents NClme Hi!;tory Detail by Entity Name Foreign Profit Corporation WILBUR SMITH ASSOCIATES, INC, Filing Information Document Number 818433 FEIJEIN Number 570405950 Date Filed 01/11/1965 State DE Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 10/14/1987 Event Effective Date NONE Principal Address 1301 GERVAIS STREET SUITE 1600 COLUMBIA, SC 29201 US Changed 04/16/2004 Mailing Address 1301 GERVAIS STREET, BOA TOWER P.O, BOX 92 COLUMBIA, SC 29202 US Changed 02/17/2005 Registered Agent Name & Address CT CORPORATION SYSTEM 1200 S, PINE ISLAND ROAD PLANTATION FL 33324 US Name Changed: 03/13/1992 Address Changed: 03/13/1992 Officer/Director Detail Name & Address Title PRES WALKER, HOLLIS A PRES. P,O, BOX 92, BANK OF AMERICA TWR COLUMBIA SC 29202 Title SEC LEAHY III, DANIEL F SEC, http://ccfcorp.dos.state.fl.us/scripts/cordet.exe?action=DETFIL&in~ doc _ number=818433... 10/8/2009 www.sunbiz.org - Department of State P.O, BOX 92, BANK OF AMERICA TWR COLUMBIA SC 29202 Title TRES LEAHY III, DANIEL F TRES P,O. BOX 92 COLUMBIA SC 29202 Title CEO SMITH, MILLEDGE S COE P.O, BOX 92, BANK OF AMERICA TOWER COLUMBIA SC 29202 US Title VP LEWIS, JAMES E VP P.O, BOX 92, BANK OF AMERICA TOWER COLUMBIA SC 29202 US Title SRVP SHARE, ADRIAN B P,O. BOX 92, BANK OF AMERICA TOWER COLUMBIA SC 29202 US Annual Reports Report Year Filed Date 2008 01/08/2008 2008 08/04/2008 2009 01/05/2009 Document Images 01/05/2009 -- ANNUAL REPORT [ 08/04/2008 -- ANNUAL REPORT [ 01/08/2008 -- ANNUAL REPORT [ 02/28/2007 -- ANNUAL REPORT ( 01/06/2006 ANNUAL REPORT [ 02/17/2005 -- ANNUAL REPORT [ 04/16/2004 ANNUAL REPORT [ 04/01/2003 -- ANNUAL REPORT [ 03/06/2002 -- ANNUAL REPORT [ 05/15/2001 -- ANNUAL REPORT [ 05/15/2000 -- ANNUAL REPORT [ 05/10/1999 ANNUAL REPORT [ 05/13/1998 ~- ANNUAL REPORT [ 05/05/1997 -- ANNUAL REPORT r 05/17/1996 -- ANNUAL REPORT ( 03/31/1995 -- ANNUAL REPORT ( View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Page 2 of3 1688 ] ] 1 ] ] ] ] ] ] ] ] ] ] 1 ] ] I Note: This is not official record, See documents if question or conflict I Previous on LJst Next on I..,ist Return To List http://ccfcorp.dos.state.fl.us/scripts/cordet.exe?action=DETFIL&inCL doc _ number=81843 3... 10/8/2009 www.sunbiz.org - Department of State Page 3 of3 1688 Eventl.> f\lamem H il.>tQXY Entity Name Search I Submit I I Home ) C:ont,',1cl us I DOCiJlnpnt :3ei:HcilC"" ! E> FillIl(J I Help CCP-i'-Iqi-lt" and Pl"IVdCY f'.)oliciP~::; COf1Yllqht 2007 ,)t"te of Flonda, lJepartln;'J:L (,j Sti.He http://ccfcorp.dos.state.f1.us/scripts/cordet.exe?action=DETFIL&inCL doc _ number=818433... 10/8/2009 ......... 1688 Contract 09-5207 Consulting Services for the Collier Area Transit (CAT) Program FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 29th day of September, 2009, 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 Wilbur Smith Associates, Inc., authorized to do business in the State of Florida, whose business address is 1532 Jackson Street, Fort Myers, Florida 33901 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT Planning, Urban Design and General Consulting in accordance with Schedule E, Scope of Services, for services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT Planning, Urban Design and General Consulting services which includes Category I - Transit Operations and Financial Planning, and Category II - Technical Studies as described in Schedule E, Scope of Services, 1688 on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Planning, Urban Design and General Consulting services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. The Owner shall provide a summary of Work to be performed which will afford the Contractor the opportunity to submit a formal quotation for the Work; the Contractor shall respond with the 2 1688 information sought within seven (7) working days. For projects with an estimated cost up to Two Hundred Thousand Dollars ($200,000) or less, the Owner shall obtain written proposals from at least three (3) or more of the selected firms, negotiate favorable project terms and conditions, and issue a numbered Work Order, signed by the Department Director to initiate the projects. These quotes may be obtained electronically via the On-Line Bidding System. Completion time and the collection of liquidated damages may be specified in the Quotation and a Performance Bond may be required. A Certification of Final Completion will be required by the County in order for the Contractor to receive final payment. For projects with an estimated cost over Two Hundred Thousand and One Dollars ($200,001) and less than Five Hundred Thousand Dollars ($750,000), competitive quotes shall be solicited from at least three (3) of the selected firms in the specific categories. The Consultant shall respond with the information sought within seven (7) working days. The County will negotiate favorable project terms and conditions, and issue a numbered Work Order to initiate the projects. Staff recommendations will then be submitted to the Board of County Commissioners for approval after County Attorney approval. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement 3 1688 with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 4 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder~e~~1la professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Adrian B. Share, PE as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any 5 26B3 applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional Planning, Urban Design and General Consulting services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The 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 6 1688 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. ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for 7 1688 Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to 8 ~ft .~,' ....~JI transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; 9 1688 (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in 10 1688 part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. 11 1688 ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 12 T ... ") 1588 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 13 11 f::i -~t ,~~.j 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such 14 1688 Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as 15 1688 may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICA TION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. 16 1688 ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 17 16B8 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSU L T ANT'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, 18 1688 however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 19 , ." 88 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 20 1688 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be 21 16B8 limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written 22 16B8 notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule 0, certifying that wage rates and other factual unit costs supporting the 23 1688 compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 24 1688 ARTICLE 16 NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FI. 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Wilbur Smith Associates 1532 Jackson Street, Fort Myers, FL 33901 Telephone: 239/936-9400 Fax: 239/274-9402 Attn: Adrian B. Share, P.E., Senior Vice President 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. 25 ARTICLE 17 MISCELLANEOUS 1688 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. 26 1688 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, 27 16B8 individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full 28 1688 decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et 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. 29 16B8 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for 09-5207 Consulting Services for the Collier Area Transit (CAT) Program the day and year first written above. ATTEST: ~~~~~~}~( Date:/pA,~;1~). ", ' Att.Jt:~.as to-c-.'~ff. I .19After. Ofh . r/ Approved as to fdrttl'arid le~uffiCienCY{) / 2>l.1># Ie /lA~~L AGsistaAt County Attorney Ut~ r ~~ Witness Debra Mancusi, Marketing Analyst -- --- Wit De Janiszewski, Office Admin Typed Name and Title 30 BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, 4~~~ By: Donna Fiala, Chairman Wilbur Smith Associates, Inc. BY~~ Adrian B. Share, Sr. Vice President Typed Name and Title 1688 EXHIBIT A - Contract 09-5207 Consulting Service for the Collier Area Transit (CAT) Program FEDERAL TRANSIT ADMINISTRATION GRANTCOMPLlANCE REQUIREMENTS FOR CFDA 20.507/20.509 TABLE OF CONTENTS Check Box If Applicable A.1 - Federally Required and Other Model Contract Clauses ~ 1. Fly America Requirements (applies if foreign travel or transport) D 2. Buy America Requirements D 3. Charter Bus and School Bus Requirements D 4. Cargo Preference Requirements ~ 5. Seismic Safety Requirements (A&E for new buildings and additions) ~ 6. Energy Conservation Requirements ~ 7. Clean Water Requirements D 8. Bus Testing - Sign Certification D 9. Pre-Award and Post Delivery Audit Requirements - Sign Certification ~10. Lobbying - Sign Certification ~ 11. Access to Records and Reports ~ 12. Federal Changes D 13. Bonding Requirements ~ 14. Clean Air D 15. Recycled Products D 16. Davis-Bacon and Copeland Anti-Kickback Acts D 17. Contract Work Hours and Safety Standards Act 18. [Reserved] ~ 19. No Government Obligation to Third Parties ~ 20. Program Fraud and False or Fraudulent Statements and Related Acts ~ 21. Termination ~ 22. Government-wide Debarment and Suspension Sign Exhibit P ~ 23. Privacy Act ~ 24. Civil Rights Requirements ~25. Breaches and Dispute Resolution ~ 26. Patent and Rights in Data D 27. Transit Employee Protective Agreements ~28. Disadvantaged Business Enterprises (DBE) 29. [Reserved] ~ 30. Incorporation of Federal Transit Administration (FTA) Terms D 31. Drug and Alcohol Testing ~ 32. ADA Access ~ 33. ITS Standards [gJ 34. ARRA Special Terms and Conditions Certificates requiring signature must be completed and submitted at time of proposal submittal to be considered for award. The services performed by the awarded Contractor shall be in compliance with all applicable FTA regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. A-1 16Bfq ...... 1. FLY AMERICA REQUIREMENTS 49 U.S.C. 940118 41 CFR Part 301-10 Applicability to Contracts The Fly America requirements apply to the transportation of persons or property, by air, between a place in the U.S. and a place outside the U.S., or between places outside the U.S., when the FTA will participate in the costs of such air transportation. Transportation on a foreign air carrier is permissible when provided by a foreign air carrier under a code share agreement when the ticket identifies the U.S. air carrier's designator code and flight number. Transportation by a foreign air carrier is also permissible if there is a bilateral or multilateral air transportation agreement to which the U.S. Government and a foreign government are parties and which the Federal DOT has determined meets the requirements of the Fly America Act. Flow Down Requirements The Fly America requirements flow down from FTA recipients and subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. Flv America Reauirements The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 2. BUY AMERICA REQUIREMENTS (NOT APPLICABLE) 49 U.S.C. 5323(j) 49 CFR Part 661 3. CHARTER BUS REQUIREMENTS(NOT APPLICABLE) 49 U.S.C. 5323(d) 49 CFR Part 604 3. SCHOOL BUS REQUIREMENTS(NOT APPLICABLE) 49 U.S.C. 5323(F) 49 CFR Part 605 4. CARGO PREFERENCE REQUIREMENTS(NOT APPLICABLE) 46 U.S.C. 1241 46 CFR Part 381 5. SEISMIC SAFETY REQUIREMENTS 42 U.S.C. 7701 et seq. 49 CFR Part 41 Aoolicabilitv to Contracts: The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. A-2 1688 Flow Down: The Seismic Safety requirements flow down from FT A recipients and subrecipients to first tier contractors to assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all subcontractors. Seismic Safety - The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 6. ENERGY CONSERVATION REQUIREMENTS 42 U.S.C. 6321 et seq. 49 CFR Part 18 Applicabilitv to Contracts: The Energy Conservation requirements are applicable to all contracts. Flow Down: The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier. Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. CLEAN WATER REQUIREMENTS 33 U.S.C. 1251 Applicabilitv to Contracts: The Clean Water requirements apply to each contract and subcontract which exceeds $100,000. Flow Down: The Clean Water requirements flow down to FTA recipients and subrecipients at every tier. Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 8. BUS TESTING(NOT APPLICABLE) 49 U.S.C. 5323(c) 49 CFR Part 665 9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS (NOT APPLICABLE) 49 U.S.C. 5323 49 CFR Part 663 A-3 l68 ~ 10. LOBBYING 31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20 Applicabilitv to Contracts: The Lobbying requirements apply to Construction/Architectural and Engineering/Acquisition of Rolling Stock! Professional Service Contract/Operational Service Contract/Turnkey contracts. Flow Down: The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti-Lobbying Amendment, 31 U.S.C. 9 1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. ~ 1601, et seq.] - Contractors who apply or bid for an award of $1 00,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING D Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned and belief, that: ( Contractor) certifies, to the best of his or her knowledge (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. 9 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. A-4 168~ Note: Pursuant to 31 U.S.C. 9 1352(c)(1 )-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Title of Contractor's Authorized Official Date Name and 11. ACCESS TO RECORDS AND REPORTS 49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 Applicability to Contracts: Reference Chart "Requirements for Access to Records and Reports by Type of Contracts" Flow Down: FTA does not require the inclusion of these requirements in subcontracts. Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FT A Recipient or a subgrantee of the FT A Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FT A Recipient in accordance with 49 C.F. R. 19.48, Contractor agrees to provide the Purchaser, FT A Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. A-5 1688 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FT A Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). Contract Characteristi cs I State Grantees None Those None None None None imposed a. Contracts on state below SAT None pass thru Yes, if non- None None None ($100,000) unless 1 to competitive unless unless unless non- Contractor award or if non- non- non- b. Contracts competitive funded competi- competi- competi- above award thru2 tive award tive award tive award $100,OOO/Ca 5307/5309/ pital Pro'ects 5311 II Non State Grantees Those Yes3 imposed Yes Yes Yes Yes a. Contracts on non- below SAT Yes3 state Yes Yes Yes Yes ($100,000) Grantee b. Contracts pass thru above to $100,000/Ca Contractor . pital Projects 12. FEDERAL CHANGES 49 CFR Part 18 Applicability to Contracts: The Federal Changes requirement applies to all contracts. Flow Down: The Federal Changes requirement flows down appropriately to each applicable changed requirement. Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FT A, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 13. BONDING REQUIREMENTS (NOT APPLICABLE) A-6 1688 14. CLEAN AIR 42 U.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18 Applicabilitv to Contracts: The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. Flow Down: The Clean Air requirements flow down to all subcontracts which exceed $100,000. Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. 997401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA 15. RECYCLED PRODUCTS (NOT APPLICABLE) 42 U.S.C. 6962 40 CFR Part 247 Executive Order 12873 16. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS (NOT APPLICABLE) 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (NOT APPLICABLE) 18. r RESERVED 1 19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicabilitv to Contracts: Applicable to all contracts. Flow Down: Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to allleve/s to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. A-7 1688 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.C. 3801 et seq. 49 CFR Part 3118 U.S.C. 1001 49 U.S.C. 5307 Applicability to Contracts: These requirements are applicable to all contracts. Flow Down: These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. 93801 et seo. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Actof 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. 35307, the Government reserves the right to impose the penalties of 18 U.S.C. 3 1001 and 49 U.S.C. 3 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 21. TERMINATION 49 U.S.C. Part 18 FTA Circular 4220.1E Applicability to Contracts: All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Flow Down: The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning. a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs. A-8 16Btq .,J b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. A-9 1688 If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient). h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be A-10 1688 paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 22. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Backnround and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions. " Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by . If it is later determined that the bidder or proposer knowingly rendered A-11 1 an erroneous certification, in addition to remedies available to , the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 23. PRIVACY ACT 5 U.S.C. 552 Applicabilitv to Contracts: When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. Flow Down: The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier. Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. 9552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. (2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 24. CIVIL RIGHTS REQUIREMENTS 29 U.S.C. ~ 623, 42 U.S.C. ~ 2000 42 U.S.C. ~ 6102,42 U.S.C. ~ 12112 42 U.S.C. ~ 12132,49 U.S.C. ~ 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq. Applicability to Contracts: The Civil Rights Requirements apply to all contracts. Flow Down: The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. S 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. S 6102, section 202 of the Americans with Disabilities Act of 1990,42 U.S.C. S 12132, and Federal transit law at 49 U.S.C. 9 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Emplovment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: A-12 1688 (a) Race. Color. Creed. National Oriqin. Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. S 2000e, and Federal transit laws at 49 U.S.C. S 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. S 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Aqe - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. S S 623 and Federal transit law at 49 U.S.C. S 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities -In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. S 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 25. BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FT A Circular 4220.1 E ADDlicabilitv to Contracts: All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures. Flow Down: The Breaches and Dispute Resolutions requirements flow down to all tiers. Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. A-13 1 Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 26. PATENT AND RIGHTS IN DATA 37 CFR Part 401 49 CFR Parts 18 and 19 ADDlicabilitv to Contracts: Patent and rights in data requirements for federally assisted projects ONL Y apply to research projects in which FTA finances the purpose of the grant is to finance the development of a product or information. These patent and data rights requirements do not apply to capital projects or operating projects, even though a small portion of the sales price may cover the cost of product development or writing the user's manual. Flow Down: The Patent and Rights in Data requirements apply to all contractors and their contracts at every tier. CONTRACTS INVOL VING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data - This following requirement applies to each contract involving experimental, developmental or research work: (1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. ~ 18.34 and 49 C.F.R. ~ 19.36, the Federal Government reserves a royalty-free, non- exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b),? of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FT A. A-14 16B8 (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. (e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (f) Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (Le., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (4) The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FT A. B. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research work: (1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FT A is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of A-15 1688 Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA 27. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (NOT APPLICABLE) 49 U.S.C. ~ 5310, ~ 5311, and ~ 5333 29 CFR Part 215 28. DISADVANTAGED BUSINESS ENTERPRISE lOBE) 49 CFR Part 26 Backaround and Applicability The newest version on the Department of Transportation's Disadvantaged Business Enterprise (DBE) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT-assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, 49 Code of Federal Regulations, Part 26, Participation by Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs. Collier Area Transit's goal for DBE participation is 12.06%. b. A separate contract goal has not been established for this procurement. c. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as Collier County deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). d. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. In order to comply with the provisions of 49 CFR 26, the bidder/offeror agrees to the following: · Bid Opportunity List - shall submit with all Requests for Proposals and Invitations for Bid. · Anticipated DBE Participation Statement - shall submit with all Requests for Proposals and Invitations For Bid. · DBE Directory - the bidder/offeror may use the online OBE directory, BizNet, www.bipincwebapps.com/biznetfloridal to locate ready, willing, and able OBE's to perform sub- A-16 ~6B8 contractor work or sub-consultant work on USOOT assisted contracts. · Subcontractor Payment Report - shall submit monthly to comply with monitoring requirements of 49 CFR 26. e. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from Collier County. In addition, the contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's work related to this contract is satisfactorily completed. f. The contractor must promptly notify Collier County, whenever a OBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another OBE subcontractor to perform at least the same amount of work. The contractor may not terminate any OBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of Collier County. 29. r RESERVED 1 30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FTA Circular 4220.1E Applicabilitv to Contracts: The incorporation of FTA terms applies to all contracts. Flow Down: The incorporation of FTA terms has unlimited flow down. Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FT A Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. 31. DRUG AND ALCOHOL TESTING (NOT APPLICABLE) 49 U.S.C. ~5331 49 CFR Parts 653 and 654 32. ADA Access 49 U.S.C. ~5301 Access for Individuals with Disabilities. The Recipient agrees to comply with 49 U.S.C. S 5301 (d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, with 29 U.S.C. ~ 794, which prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. SS 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities; and with the Architectural Barriers Act of 1968, as amended, 42 A-17 16BE U.S.C. ~~ 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, and any subsequent amendments to these laws or other laws pertaining to access for individuals with disabilities to the extent applicable. 33. ITS Standards 5206( e ) Section 5206(e) of the Transportation Equity Act for the 21st Century, Public Law 105-178,112 Stat. 547, pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation (US DOT). 34. ARRA SPECIAL TERMS AND CONDITIONS Funds appropriated under the Recovery Act The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, (Recovery Act) was enacted to preserve and create jobs and promote economic recovery, assist those most impacted by the recession, provide investments needed to increase economic efficiency by spurring technological advances in science and health, invest in transportation, environmental protection, and other infrastructure that will provide long-term economic benefits, stabilize State and local government budgets, in order to minimize and avoid reductions in . essential services and counterproductive State and local tax increases. The Contractor shall comply with all terms and conditions in the Recovery Act relating generally to governance, accountability, transparency, data collection and resources as specified in Act itself and as discussed below. Registration Section 1512 provides that first tier Contractors of ARRA funds must register with Central Contractor Registration database (CCR). CCR registration can be completed at http://www.ccr.gov. CCR registration must be completed before the first quarterly Section 1512 report is due. Federal reporting on projects funded by the Recovery Act, will require contractors to report their DUNS number. The DUNS number is issued by Dun and Bradstreet. If you do not know your DUNS number, visit www.dnb.com and click on "0 & B D-U-N-S Number" to obtain a number. Compliance with American Recovery and Reinvestment Act of 2009: This project is subject to the criteria and conditions of the Recovery Act of 2009 and shall satisfy the federal reporting requirements for the project(s), through monthly reports, for both the contractor and subcontractors. The Contractor shall provide the required information on form(s) provided by the County in the timeframe indicated in the instructions and shall further include these reporting requirements in all subcontracts. Authority of the Comptroller General: A-18 7688 .~ Section 902 of the ARRA of 2009 provides the U.S. Comptroller General and his representatives the authority: (1) to examine any records of the Contractor or any of its subcontractors, or any State or Local agency administering such contract, that directly pertain to, and involve transactions relating to, the contract or subcontract; and (2) to interview any officer or employee of the Contractor or any of its subcontractors, or of any State or Local government agency administering the Contract, regarding such transactions. Accordingly, the Comptroller General and his representatives shall have the authority and rights as provided under Section 902 of the ARRA with respect to this Contract, which is funded with funds made available under the ARRA. Section 902 further states that nothing in this Section shall be interpreted to limit or restrict in any way any existing authority ofthe Comptroller General. 52.204-11- American Recovery and Reinvestment Act-Reporting Requirements. As prescribed in 4.1502, insert the following clause: American Recovery and Reinvestment Act-Reporting Requirements (Mar 2009) (a) Definitions. As used in this clause- "Contract," as defined in FAR 2.101, means a mutually binding legal relationship obligating the seller to furnish the supplies or services (including construction) and the buyer to pay for them. It includes all types of commitments that obligate the Government to an expenditure of appropriated funds and that, except as otherwise authorized, are in writing. In addition to bilateral instruments, contracts include (but are not limited to) awards and notices of awards; job orders or task letters issued under basic ordering agreements; letter contracts; orders, such as purchase orders, under which the contract becomes effective by written acceptance or performance; and bilateral contract modifications. Contracts do not include grants and cooperative agreements covered by 31 U.S.C. 6301, et seq. For discussion of various types of contracts, see FAR Part 16. "First-tier subcontract" means a subcontract awarded directly by a Federal Government prime contractor whose contract is funded by the Recovery Act. "Jobs created" means an estimate of those new positions created and filled, or previously existing unfilled positions that are filled, as a result of funding by the American Recovery and Reinvestment Act of 2009 (Recovery Act). This definition covers only prime contractor positions established in the United States and outlying areas (see definition in FAR 2.101). The number shall be expressed as "full-time equivalent" (FTE), calculated cumulatively as all hours worked divided by the total number of hours in a full-time schedule, as defined by the contractor. For instance, two full-time employees and one part-time employee working half days would be reported as 2.5 FTE in each calendar quarter. "Jobs retained" means an estimate of those previously existing filled positions that are retained as a result of funding by the American Recovery and Reinvestment Act of 2009 (Recovery Act). This definition covers only prime contractor positions established in the United States and outlying areas (see definition in FAR 2.101). The number shall be expressed as "full-time equivalent" (FTE), calculated cumulatively as all hours worked divided by the total number of hours in a full-time schedule, as defined by the contractor. For instance, two full- time employees and one part-time employee working half days would be reported as 2.5 FTE in each calendar quarter. "Total compensation" means the cash and noncash dollar value earned by the executive during the contractor's past fiscal year of the following (for more information see 17 CFR 229.402(c)(2)): (1) Salary and bonus. (2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. A-19 16B8 (3) Earningsfor services under non-equity incentive plans. Does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. PART 52 Solicitation Provisions and Contract Clauses Page 1 of 4 http://farsite.hill.af.miVreghtmVregs/far2afmcfars/fardfars/far/52 _ OOO.htm 5/16/2009 (4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. (5) Above-market earnings on deferred compensation which is not tax-qualified. (6) Other compensation. For example, severance, termination payments, value oflife insurance paid on behalf of the employee, perquisites or property if the value for the executive exceeds $10,000. (b) This contract requires the contractor to provide products and/or services that are funded under the American Recovery and Reinvestment Act of2009 (Recovery Act). Section l5l2(c) of the Recovery Act requires each contractor to report on its use of Recovery Act funds under this contract. These reports will be made available to the public. (c) Reports from contractors for all work funded, in whole or in part, by the Recovery Act, and for which an invoice is submitted prior to June 30,2009, are due no later than July 10,2009. Thereafter, reports shall be submitted no later than the 10th day after the end of each calendar quarter. (d) The Contractor shall report the following information, using the online reporting tool available at http://www.FederaIReporting.gov . (1) The Government contract and order number, as applicable. (2) The amount of Recovery Act funds invoiced by the contractor for the reporting period. A cumulative amount from all the reports submitted for this action will be maintained by the government's on-line reporting tool. (3) A list of all significant services performed or supplies delivered, including construction, for which the contractor invoiced in this calendar quarter. (4) Pro gram or proj ect title, if any. (5) A description of the overall purpose and expected outcomes or results of the contract, including significant deliverables and, if appropriate, associated units of measure. (6) An assessment of the contractor's progress towards the completion of the overall purpose and expected outcomes or results of the contract (i.e., not started, less than 50 percent completed, completed 50 percent or more, or fully completed). This covers the contract (or portion thereof) funded by the Recovery Act. (7) A narrative description of the employment impact of work funded by the Recovery Act. This narrative should be cumulative for each calendar quarter and only address the impact on the contractor's workforce. At a minimum, the contractor shall provide- (i) A brief description of the types of jobs created and jobs retained in the United States and outlying areas (see definition in FAR 2.101). This description may rely on job titles, broader labor categories, or the contractor's existing practice for describing jobs as long as the terms used are widely understood and describe the general nature of the work; and PART 52Solicitation Provisions and Contract Clauses Page 2 of 4 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far152_000 .htm 5/1612009 (ii) An estimate of the number of jobs created and jobs retained by the prime contractor, in the United States and outlying areas. Ajob cannot be reported as both created and retained. (8) Names and total compensation of each ofthe five most highly compensated officers of the Contractor for the calendar year in which the contract is awarded if- (i) In the Contractor's preceding fiscal year, the Contractor received-(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and sub grants) and cooperative agreements; A-20 16 B I and (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and (ii) The public does not have access to information about the compensation of the senior executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 780(d)) or section 6104 of the Internal Revenue Code of 1986. (9) For subcontracts valued at less than $25,000 or any subcontracts awarded to an individual, or subcontracts awarded to a subcontractor that in the previous tax year had gross income under $300,000, the Contractor shall only report the aggregate number of such first tier subcontracts awarded in the quarter and their aggregate total dollar amount. (10) For any first-tier subcontract funded in whole or in part under the Recovery Act, that is over $25,000 and not subject to reporting under paragraph 9, the contractor shall require the subcontractor to provide the information described in (i), (ix), (x), and (xi) below to the contractor for the purposes of the quarterly report. The contractor shall advise the subcontractor that the information will be made available to the public as required by section 1512 of the Recovery Act. The contractor shall provide detailed information on these firsttier subcontracts as follows: (i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor's parent company, if the subcontractor has a parent company. (ii) Name of the subcontractor. (iii) Amount of the subcontract award. (iv) Date of the subcontract award. (v) The applicable North American Industry Classification System (NAICS) code. (vi) Funding agency. (vii) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract. PART 52Solicitation Provisions and Contract Clauses Page 3 of 4 http://farsite.hil1.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm 5/16/2009 (viii) Subcontract number (the contract number assigned by the prime contractor). (ix) Subcontractor's physical address including street address, city, state, and country. Also include the nine- digit zip code and congressional district if applicable. (x) Subcontract primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district if applicable. (xi) Names and total compensation of each of the subcontractor's five most highly compensated officers, for the calendar year in which the subcontract is awarded if- (A) In the subcontractor's preceding fiscal year, the subcontractor received- (1) 80 percent or more of its annual gross revenues in Federal contracts (and subcontracts), loans, grants (and subgrants), and cooperative agreements; and (2) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), and cooperative agreements; and (B) The public does not have access to information about the compensation of the senior executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 780(d)) or section 6104 of the Internal Revenue Code of 1986. (End of clause) P ART 52Solicitation Provisions and Contract Clauses Page 4 of 4 Required after Contract Award: Subcontractor Payment Report DBE/Non-DBE A-21 1688 Exhibit B Subcontractor Payment Report - DBElNon DBE -See attached ~g,T"~.y~~r'rZi'i'~'!tlV~="?;,{~rr~";;"'~~11~~ar~~~r;~7-~~m~~--'-";-~~~ t:r:~:~:~~:,~.._'~.,:::~_:~~<<~.__.,".~_~~~.~~,,;";:::~:~.=jji~;_f~~~~~~::~_:-,:~:.:'i,,~'2.~0i....... .~..__.:_~:~_~.",~~~~:1~j~~i~i.'~~'~I~:.:",~~1 1. FTA FUNDING SOURCE 2. FTA AGREEMENT AMOUNT 3. COLLIER CONTRACT # IFBIRFP or PO 4. LOCAL AGENCY'S NAME 5. PRIME CONTRACTOR'S NAME 6. FEID NUMBER - PRIME CONTRACTOR) 7. CONTRACT DOLLAR AMOUNT 9. IS THE PRIME A FLORIDA- CERTIFIED DISADVANTAGED BUSINESS ENTERPRISE (DBE)? YES 0 NO 0 10. IS THE WORK OF THIS CONTRACT CONSTRUCTION 0 OR CONSULTANT OOTHER? 11. REVISION (Y/N)? _ IF YES, REVISION NUMBER_ 12. ANTICIPATED DBE SUBCONTRACTORS (BELOW): DBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK/SPECIALTY DOLLAR AMOUNT PERCENT OF CONTRACT DOLLARS A 8 c o E F 11A TOTAL DOLLARS TO DBE'S A-22 1688 13. NAME OF SUBMITTER 14. DATE 15. TITLE OF SUBMITTER 16. EMAILADDRESS OF PRIME CONTRACTOR/SUBMITTER 17. FAX NUMBER I 18. PHONE NUMBER I NOTE: THIS INFORMATION IS USED TO TRACK AND REPORT ANTICIPATED DBE PARTICIPATION IN ALL FEDERALL Y- FUNDED FOOT CONTRACTS. THE ANTICIPATED DBE AMOUNT IS VOLUNTARY AND WILL NOT BECOME A PART OF THE CONTRACTUAL TERMS. THIS FORM MUST BE SUBMITTED AT THE PRE- CONSTRUCTION. FOOT STAFF FORWARDS THE FORM TO THE EQUAL OPPORTUNITY OFFICE. ~~~~~=~_"=="';:::"",:;;;:.:;=;::::",-~==-:--~~~~> ''''''''"''-'''''~~_:::-;;::--~~-;;-;''~~--~-~Y; I J I. ~_ - . - . _._~~ ;$_~ :; ~~:~~:':~_~__~~_~~t ~~~~,~~~r,"~'f~~^:~J~~~~ 1~~1_i~~]~i;~~L:~=~I~.:~~:~:~:jq_~:;~t{~;:t~~~-=~ ~~o~^~_ ~ < ~, M "'"_)<~~ 19. SUBMITTED BY 20.DATE 21. TITLE OF SUBMITTER 22. EMAIL ADDRESS OF SUBMITTER 23. 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E o .... 0- <l) ;S ;S .~ l!) <.) s:: o:l "0 .... o <.) u o:l .E "0 '(;j 0- s:: <l) <l) .0 <.) ~ o:l .<:: <Il .... o ~ .l:: '" o <.) .0 ;::l CIl '<:l' N I ~ 1688 SCHEDULE A WORK ORDER # Agreement for title of contract, Dated: ,200 (RFP/Bid 00-0000) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: * Task I * Task II * Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) Task I $ Task II $ Task III $ TOTAL FEE $ Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement. PREPARED BY: Name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 <~-~...,~.--,-""--".~ 1688 SCHEDULE B RATE SCHEDULE Wilbur Smith Associates Principal $190.00 Project Manager $160.00 Senior Professional $140.00 Professional $120.00 Planner $105.00 Technician $ 90.00 Inspector $ 80.00 Administrative $ 65.00 This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County ATM Staff and Wilbur Smith Associates on a project by project basis as needed. B-1 16BE SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or C-1 1688 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 1688 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 16Bf 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 $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 ~ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? ~ 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, C-4 "iii ~ P"" ~! .';,', ",,; r' .f.' '.:':~.!!, "r!oV .":'...,; 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 --L General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. C-5 1688 (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 ~ Not Applicable (6) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable ~ Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? ~ Yes _ No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: C-6 1688 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? ~ 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 _ $ 5,000,000 each claim and in the aggregate C-7 1688 (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed C-8 168 documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. C-9 1 L.. v..~; n Or e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. C-10 1688 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Wilbur Smith Associates 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 RFP 09-5207 Alternative Transportation Modes Consulting Services for the Collier Area Transit (CAT) Program are accurate, complete and current as of the time of contracting. Wilbur Smith Associates BY:~~ TITLE: Senior Vice President DATE: September 30, 2009 D-1 1688 SCHEDULE E SCOPE OF SERVICES Scope of Services The scope of services described in this section ("Scope of Services") is a general guide and is not intended to be a complete list of all work and materials necessary to complete the project or supply goods or services. The Scope of Services contains work tasks believed necessary for General Consulting Services for Urban Design, Site Development Plan, Environmental Assessment, TransitfTransportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS) that meets CAT needs. Work will be procured by requesting proposals from all awarded firms and a project work order will be issued. General Information The Urban Design, Site Development Plan, Environmental Assessment, Transit! Transportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS) shall provide services that involve expertise and technical skills in multimodal transportation related services. Consultant's staff will serve as an extension of Alternative Transportation Modes (A TM) Department staff on an "as needed basis" under the direction of the ATM Project Manager(s) to move projects from concept, through implementation, and to completion. Consultant will be responsible for providing technical expertise, developing guidelines and request for proposals, plans, procedures, manuals, and performing technical studies and analysis. General assignments may include, but are not limited to, coordination with land use development, provisions of local government transit oriented development guidelines, design standards, manual updates, land use and zoning reviews, corridor analysis, comprehensive transit system operations analysis, comprehensive transit facilities analysis, transit development plan updates, transit modeling, transportation impact and environmental studies/assessments, CAT Geodatabase design and management, Implementation of an Intelligent Transportation E-1 1688 System (ITS), GIS base map design and development. Further examples are listed below under the three categories. When requested by the specified A TM Project Manager, the Consultant will work with, and receive guidance from, the appropriate A TM staff to develop the appropriate requirements, guidelines, and criteria for each project work order. The Consultant will then develop and submit to the A TM Project Manager, a final scope of work as he/she envisions the specific project work order, the number of hours by discipline required to complete the work order, all other direct costs required, a list of deliverables to complete the work order, and a proposed schedule for approval. The Consultant shall not proceed with any work on the work order until a notice to proceed is issued in writing by the Transportation Division or authorized representative. Services to be Performed The Board of County Commissioners has authorized the issuance of a Request for Proposal for "General Consulting Services for Urban Design, Site Development Plan, Environmental Studies/Assessment, Transitrrransportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS)" on an as needed basis. In general, this effort will involve expertise and technical skills in developing, designing, engineering and implementing facilities and related services, Intelligent Transportation Systems (ITS), Transit Operations Analysis, Environmental Studies/Assessments, Transitrrransportation Planning, Green Initiatives, Project Management. More specifically, the scope of services has been divided into four (4) areas of expertise including but not limited to: A. Category One - TransitlTransportation Operations and Financial Planning B. Category Two - Technical Studies C. Category Three - Urban Design and Environmental Services D. Category Four - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Information System (GIS) It is the intent of the County to award to multiple vendors. Firms are to submit one (1) proposal for each category. The selection committee will determine the most technically qualified firm, E-2 16BE and make a recommendation to the Board of County Commissioners for award of multiple contracts. Category One - TransitlTransportation Operations and Financial Planning This work will require expertise in multi-modal transportation planning. Consultant will provide experienced consulting services to assist ATM staff in addressing existing travel means and patterns and to plan new transportation services for the community. A TM/CA T will initiate numerous service improvements and I or reductions based upon the County's long range vision of a comprehensive public transportation system coordinated at the community level and directly interfacing with land use development and budgetary constraints. The Collier County Transit Development Plan (TOP) calls for expansion of local route coverage, increased frequency of services, new connection into adjacent Counties to the north, introduction of technology to include electronic fareboxes, Automatic Passenger Counter (APC) and Automatic Vehicle Locators (A VL), the identification of a dedicated funding source, transportation financial and economic analysis, regional commuter assistance programs, and premium paratransit, demand response services, flex services and fixed route deviation and point deviation services. Consultant support will include operational analysis, market demand appraisals, resource demand studies, cost allocation analysis, service monitoring reviews and other transit operational and financial planning related services as required. Typical past and potential projects include: Ijl;i Corridor Analysis Ijl;i Comprehensive Operations Analysis Ijl;i Traffic Operations and Road Design to accommodate bus operation Ijl;i Transit Development Plan Ijl;i Transportation Disadvantage Service Plan Ijl;i Public Transportation Service Planning and Operations Analysis Ijl;i Transit Preferential Treatment Ijl;i Federal Transportation Programs Studies ~ Federal Transportation Administration Program Funding Application & Reporting ~ Florida Department of Transportation Program Funding Application & Reporting ~ Concurrency Review Analysis ~ Transportation Impact and Environmental Studies E-3 l;l~"r , t.filc" ;jj Transit Operations Evaluation ;jj Transit Systems Modeling and Travel Demand Modeling Development Strategies ;jj Flexible Route Deviation / Point Deviation Service Development and Implementation Plans ;jj Public Participation Policy Review ;jj Triennial Reviews and Title VI Support Category Two - Technical Studies This work will require expertise in data collection, travel demand forecasting, corridor designation studies, transit route studies and scheduling, project development, environmental studies, identification of green initiatives projects, traffic planning and data development studies, ridership forecasting and impact fees studies. Consultant will provide experienced consulting services to assist A TM staff in addressing existing and future challenges in data collection and analysis including developing standards and performance measures to evaluate development impact on Transit in order to identify potential contribution. Typical past and potential projects include: IiliiI Automatic Passenger Counter (APC) data collection, analysis and utilization IiliiI Automatic Vehicle Locator (A VL) data collection, analysis and utilization IiliiI Electronic Farebox data collection, analysis and utilization IiliiI Financial Analysis Tools and Costing Models IiliiI On Time Performance Studies IiliiI Ridership and Revenue Forecasting IiliiI Ridership Demand Forecasting IiliiI Bus Stop Location, Amenities and Accessibility Standards Analysis IiliiI Comprehensive transit facilities analysis IiliiI Service Efficiency Reductions Analysis IiliiI Corridor Designation Studies IiliiI Transit Route Studies IiliiI Next Bus and other Intelligent Transportation Systems IiliiI Demand Response Service Analysis IiliiI Transit Scheduling (i.e.: in a Trapeze FX and/or Route Match Environment) IiliiI Identification of green initiatives projects for transit (equipment, infrastructure, etc...) IiliiI Comprehensive Operations Analysis E-4 1688 Category Three - Urban Design and Environmental Services The object of this task is to assist A TM staff with the coordination of transit with land use development, and environmental studies. A TM will require consultant services that provide expertise in local land use codes, transit oriented development guidelines and implementation techniques, Identification of green initiatives projects, private sector partnership incentive programs, and coordination with other urban infrastructure investments. The environmental studies standard should include ASTM 1527Phase I & II investigation and compliance with NEPA requirements. The selected consultant will have the ability to do documented categorical exclusions compliant with FTA's interpretation of NEPA requirements. Typical past and potential projects include: IiIiI Comprehensive transit facilities analysis IiIiI Local Government Transit Oriented Development Guidelines iii Development Review Procedures IiIiI Development and Update of Transit Design Standards Manual IiIiI Streetscape and Pedestrian Studies IiIiI Land Use Code and Zoning Reviews iii Redevelopment, Area Wide, and Specific Plan Assessments IiIiI Joint Development Studies IiIiI Environmental Assessment IiIiI Identification of green initiatives projects for transit (equipment, infrastructure, etc...) Category Four - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Information System (GIS) Mobility Management Collier County is soliciting proposals for the services of a qualified person or qualified professional firm for network consultation and support services, planning and implementing the acquisition, and purchase of intelligent transportation technologies to operate a coordinated system, as well as promoting the use of innovative technologies, services and other methods to improve customer service. The nature of the service(s) will be network design, application development & customization, coordination and implementation of new and existing technologies with third party vendors, and ongoing support for a future proprietary CAT systems E-5 '1 (~~ p, A . ';.;.'.'.:" ._.._" _.....JI information network. Services will also include but are not limited to general management and operation of this future system. It is the general intent of the County that the personlfirm will become CA T's adjunct IT staff for the proprietary system, performing routine maintenance and updates to the CAT information system's servers, network devices and proprietary applications, as well as providing a needed resource for both end users of the system and management staff. Overview CAT provides public transportation services to Collier County residents. The Alternative Transportation Modes Department manages a contractor, McDonald Transit Associates Inc., who is responsible for the day to day public transit operations. The Board of County Commissioners IT Department supports and maintains the network infrastructure, servers, PCs and associated standard Microsoft office productivity applications. In addition, McDonald Transit utilizes a software application called RouteMatch, currently supported by the software vendor. Intelligent Technology & Geographic Information Systems Services This task may include but is not limited to studies, design, installation and implementation of an Intelligent Transportation System (ITS) and Geographic Information System components including software, databases, applications and integration with existing systems. The Intelligent Technology includes but not limited to, Automatic Vehicle Locators (AVL), Automatic Passenger Counters (APC), Electronic Fareboxes (EF), Electronic On-Vehicle Passenger Information System (audio and visual message display) and on board security cameras. These technology solutions will meet Collier County's needs by integrating with existing and planned future systems, as well as including ongoing maintenance of the solution. Typical past and potential projects include: iI!il Addition of hardware and software such as: . Scheduling software . Office software . PC hardware . Server . Server software iI!il Assessment of required network infrastructure and devices E-6 16Bt ;I;l Desktop Applications Support ;I;l Server Administration Services ;I;l Network Administration Services ;I;l Network Security ;I;l Network Infrastructure Strategic Planning ;I;l Geodatabase design, management and interface integration ;I;l Support of Internet Map Services liij Geo-Iocation of CAT bus stops and routes ;I;l ArclMS Server Development and Support Including Upgrades and Addition of Custom Applications liij Provide real-time Automatic Vehicle Location (A VL) and vehicle component monitoring liij Provide Mobile Data Terminals (MDT) liij Provide real-time engine, transmission and key systems monitoring, logging and analysis tools liij Provide Automatic Passenger Counters (APe) reporting and mapping liij Provide onboard intelligence on vehicles to integrate and enhance existing onboard fare boxes, with single point sign-on, and a unified source of Global Positioning System (GPS) location, time, run, and route and trip information to those systems liij Provide a single unified Geographic Information System (GIS) layer and solution usable for all CAT, (Collier Area Transit) systems relying on a map, and must be able to integrate into the current County GIS infrastructure liij Provide for a public web page to allow riders to view real or near real time routes and locations of vehicles liij Provide continued support and maintenance of the solution so that the information and features provided remain stable and reliable over the life of the solution ;I;l Provide for future expansion and/or integration of internal and external systems such as onboard video, next bus information, transfer connection protection, transit signal priority and collision avoidance liij Provide for the integration of the proposed solution into the existing Collier County data communications system, based on the Collier County Information Technology's TACS, (Technical Architectural Compatibility Standards). The proposed system must be able to be supported by Collier County IT personnel with vendor support. E-7 1688 Work Orders The issuance of Work Orders is ongoing and multiple Work Orders maybe assigned simultaneously. Completed work on a task will be billed at the hourly rate governed by the contract. All Work Orders issued will be in writing. The Consultant(s) must provide a written estimate of the man-hours required and corresponding cost for each Work Order. A TM must approve each cost estimate in writing before the Consultant(s) initiates work on the task(s). Each Work Order will contain its own completion date. The completion date of a Work Order may extend beyond the expiration date of the Contract, as long as the Work Order is issued prior to the expiration date of the Contract. No work on any task shall begin without a formal Notice to Proceed being issued. The County reserves the right to order such services from selected firms as may be required during said period, but does not guarantee any minimum or maximum services to be ordered during the period specified from any given firm. Work Order service assignments shall be at the sole discretion of the County. Work order assignments for CCNA contracts shall be made in accordance with the Best Value Offer (BVO) procedure as approved by the Board of County Commissioners on February 10, 2009. The contracts are classified as fixed-term Countywide Agreements for various and miscellaneous consulting services which will be utilized on an as-needed basis. Assignments shall be implemented with Work Orders subject to a maximum of $200,000 per Work Order and with a maximum yearly contract amount of $750,000 per firm. Work Order assignments in excess of $200,000 (or the County's current competitive threshold) shall be approved by the Board of County Commissioners. The following personnel based on their position at A TM are authorized to issue Work Orders: Alternative Transportation Modes (A TM) Department Director A TM Principal Planner ATM, Purchasing and the Consultant(s) shall negotiate a Maximum Fee for each individual Work Order. E-8 1688 The Maximum Fee shall be determined in accordance with the following provisions: a) The Maximum Fee amount established for each Work Order shall be the agreed manhour effort required for performance of the desired services at the approved hourly rates, plus miscellaneous and out-of-pocket expenses, plus the cost of negotiated expenses (if any). b) The approved hourly rates per job classification for the Prime Consultant(s) and any Subconsultant(s) to be applied to this contract are set forth in the Fee Structure provided by contractor. c) Miscellaneous and out-of pocket expenses for the Prime Consultant(s) and Subconsultant(s) shall be established for each Task Order covered by this Agreement and will consist of the following: Out-of-pocket expenses include incidental costs of printing, materials, expendable equipment, and travel within the limits of Florida Statute 112.061, equipment rental, long distance calls, and tolls. Itemized Feceipts which include detailed description of expense(s) shall be provided for reimbursement. No reimbursement shall be given without a proper receipt. Deliverables Each Work Order will define the deliverables. Deliverables shall be accepted by the appropriate A TM project manager before payment for such work. E-9 /~@ ACORD 1.........../ 1688 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) PRDDUCER ( 77 0) 552 - 4 225 FAX : Ames and Gough 450 Northridge Parkway Suite 102 Atlanta 9/28/2009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. GA 30350 INSURED Wilbur Smith P.O. Box 92 1301 Gervais Columbia Associates, Inc. INSURERS AFFORDING COVERAGE INSURERAValley Forge Insurance INSURER BNational Fire Ins of Hartford INSURER c: Transporta tion Insurance NAIC# Street SC 29202 INSURER D: INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE: ISSUED 01'< MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OfSUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADD'L. POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYP F N POLICY NUMBER ' DATE IMM/DDIYYYYI DATE IMMIDD/YYYYI GENERAL LIABILITY A CLAIMS MADE X OCCUR 2095993655 6/30/2009 6/30/2010 r,..l~J) f XP tAro', .:..:rk' 1_~f;L:():l" ~I:':~.___-~---- :. 1,000,000 100,000 5.000 1,000,000 2,000,000 X COMMERCIAL GENERAL LIABILITY EACH OCCURREIKE DAMAGE TO RENTED PR.ct;,II~[S \Ea ClC'''':UllV' UCi X X Contractual Liab. PERSONAL & ADV '" JURY x-C-u GENERAL AGGREGA PI,ODUC IS, COMPiG GEN'L AGGREGA TE_IMIT APPLIES PER: POLICY x- PRO, xl LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT lEa aCCluent) X ANY AUTO B ALL OWNED AUTOS 2095993669 SCHEDULED AUTOS X HIRED AUTOS X fJON,OWNED AUTOS X $1,000 Ded C"lllp X $1,000 Ded ColI 6/30/2009 6/30/2010 BOCIL Y INJURY (Per JJerson) BODIL Y INJURY ( Per <lccldent) PROPERTY DAMAGE , [Per <lccldent) GARAGE LIABILITY ANY AUTO AUTO ONLY, EA ACCIDENT OTH ER THAN AUTO ONLY EA ACC AGG EXCESS I UMBRELLA LIABILITY X OCCUR OLAIMS MADE EACH OCCURRENCE AGGREGA TE , S 6,000,000 6,000,000 C DEDUCTIBLE 2095993705 6/30/2009 i 6/30/2010 I s I WC STATU, OTH, 6/30/2009 6/30/2010 IX TORY LIMITS ER EL EACH ACCIDENT 1,000,000 6/30/2009 6/30/2010 EL DISEASE ,EA EMPLOYEE S 1,000,000 E L DISEASE ' POLiCY LIMIT. S 1,000,000 C RETENTION S WORKERS COMPENSATION 2095993672 ANO EMPLOYERS' LIABILITY Y I N ANY PROPR.IETOR/PARTNERIEXECUTIVE D OFi=ICERiMEMBER EXCLUDED? (Mandatory In NH) 2095993686 i~ ye::.. Ue:;;l.;(iLJt:: uiiJer SPECIAL PROVISIONS below OTHER A DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Re: Contract #09-5207 - Consulting Services for the Collier Area Transit (CAT) Program. Collier County is named as an Additional Insured on the above referenced liability policies with the exception of workers compensation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Collier County DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL l~,_ DAYS WRITTEN Purchasing Department NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL 3301 Tarniarni Trail East Naples, 34112 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR FL REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ~ "..-:;<. ~~ Joshua Howell/NOYOLA ACORD 25 (2009/01) I NS025 (200901) @ 1988.2009 ACORD CORPORATION. All rigaV' ~~~~. The ACORD name and logo are registered marks of ACORDjI(./" :~. ,/ / ..._i' .I / it ..-- ve.' IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED. subject to the terms and conditions of the policy. certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate ~n "00 of "oh endo"ementl'l '~'!i1c:,,:, . DISCLAIMER This C' 'ificate of Insurance does not constitute a contract between the issuing insurer(s), authorized "entative or producer, and the certificate holder, nor does it affirmatively or negatively ameno. t€nd or alter the coverage afforded by the policies listed thereon. .,,~~ f''' .:';tt- -.-- CERTIFICATE OF INSURANCE Producer: Ames & Gough, Inc. 8300 Greensboro Drive. Suite 980 McLean. V A 22 102 0(3) 8'27-2277 TOe'OlLIER COUNTY :nol TAMIEMF TRAIL FAST :'-JAl'lES. rlORIDA 34112 16B I ,):' :\ulJ CONTINENTAL CASUALTY COMPANY (CNA) ARCHITECTS/ENGINEERS PROFESSIONAL AND POLLUTION INCIDENT LIABILITY RF CONTRACT #09-5207 "CO"JSUlTINC; SERVICES FOR TilE COlLII:R ;\R!\ TR;\\;SIT (C\ 1) I'R()(J[\;\M" As set forth below. the named insured has in furce. on the date indicated. a policy of ArchitectslEngineers Professional And Pollution Incident Liability insurance with a limit ()f liability of not less than the amount indicated. Name of Insured: WILBUR SMITH ASSOCIATES, INC Address of Insured: SUITE 1500 U01 GERVAIS STREET COLUMBIA, SC 29201-3356 Policy Number: EXN 00431 2434 Insurance Company CONTINENT AI. CASUALTY COMPANY (CNA) This certificate is issued as a matter of information unly ancl confers no rights upon the holder. By its issuance, it does not alter. change. mudify or ex.tend the provisions of said policy and does nut waive any rights thereunder. Policy Period: 6/30/2009 TO 6/30/2010 Limit Of Liability - Per Claim: $2,000,0110.00 Limit of Liability - Annual Aggregate: $2,0011,000.00 ('allccllatioll Notice: III the CVCllt ofcallccllatioll oCthe abuvc policy. thc CompallY will elldeavor tu IlIail \0 day, \\rillcJ111clIICl' tu tlie cc'llilic:IIC holdcr, but I~lilurc to mail such Iluticc shalllmposc 110 obligation ur liability oj ,IllY h.illd UPUll th,; C 'OIIIP:IIIY. ils :1~cC!ltS 01 represell t:l t i \.es. #23119 AMES & GOUGH INSURANCE/RISK MANAGEMENT. INC. I ,I': ,~I..._ - ',:- (' .-(...... Barbara A. Sable MEMORANDUM Date: November 17, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #09-5207: "Consulting Services for the Collier Area Transit Program" Contractor: Renaissance Planning Group, Inc. Enclosed is one original contract, referenced above (Agenda Item #16Be t, approved by the Board of County Commissioners on Tuesday, q !z...q 12009. 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) 1688 ?r""'" ,'. ' 26 DATli' FJgCEIVED: 16 B 8 .....Yl~s !J~ 'f::,CL. WCl .>11, v (/1 ~ r1) ~ ~\ ",' /YI' 'S \)}~ 01 ~~J , 1 ITEM NO.: Cf1-V\2C' 0 \~CJ~ .It,,--,I ~C) ,H\:~ FILE NO.: ROUTED TO: DO NOT WRITE ABOVE THIS LINE v/ .- .~ REQUEST FOR LEGAL SERVICES Date: October 9, 2009 ~~\\ ~o.0> ~~~ II J I 'J..- To: County Attorney's Office Jeff Klatzkow, County Attorney From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 Re: Contract: #09-5207 "Consulting Services for the Collier Area Transit (CAT) Program" Contractor: Renaissance Planning Group, Inc. BACKGROUND OF REQUEST: . .... /)'. ) This Contract was approved by the BCe on September 29, 20;>9;, A'/ Agenda Item 16.B.8 ( 'i-\.LE~ This item has been previously submitted. '..~ Contract review and approval. ~\~ ~\.~ \\ . \\- ......:\).J 'N\~ . \ . \\\ \~\o~ .\,~ . ACTION REQUESTED: OTHER COMMENTS: This is a standard contract with no changes. Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Michelle Arnold, ATM MEMORANDUM 168 ::: CJ TO: Ray Carter Risk Management Department RE: Rhonda Cummings, FCCN, ~WB, co,.rytractyPeCialist.~,. Purchasing Department < J>..t~,-Cjf./f1fJ1{, October 9, 2009 Review of Insurance for Contract: #09-5207 "Consulting Services for the Collier Area Transit (CAT) Program" FROM: DATE: Contractor: Renaissance Planning Group, Inc. This Contract was approved by the BCC on September 29, 2009; Agenda Item 16.B.8 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 C: Michelle Arnold, ATM DATE RECEIVED OCT 1 2 2009 RISK HANAGEHENT ~d;- /q-;~ 9 1688 mausen 9 From: Sent: To: Cc: Subject: RaymondCarter Monday, October 26, 2009 3:00 PM CummingsRhonda arnold_m; DeLeonDiana; mausen_g Contract 09-5207 "Consulting Services for the Collier Area Transit (CAT) Program" All, I have approved the Certificate(s) of Insurance provided y Renaissance Planning Group, Inc for contract 09-5207 which will now be forwarded to the County Attorney's Office for their review. Thank you, Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 www.sunbiz.org-DepartmentofState Ple61} 8 Home Contact Us E-Filing Services Document Searches Forms Help Previou!tQft List Next QP.L.jst RelYr!lTQ__!"'l~l IEntity Name Search Submit I Events No Name History Detail by Entity Name Florida Profit Corporation RENAISSANCE PLANNING GROUP. INC. Filing Information Document Number P99000073599 FEI/EIN Number 593594725 Date Filed 08/12/1999 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 09/21/2009 Event Effective Date NONE Principal Address 121 SOUTH ORANGE AVE SUITE 1200 ORLANDO FL 32801 Changed 02/08/2008 Mailing Address 121 SOUTH ORANGE AVE SUITE 1200 ORLANDO FL 32801 Changed 02/08/2008 Registered Agent Name & Address SINCLAIR, CHRISTOPHER H 121 SOUTH ORANGE AVE SUITE 1200 ORLANDO FL 32801 US Address Changed: 02/08/2008 OfficerlDirector Detail Name & Address Title PSTD SINCLAIR. CHRISTOPHER H 121 SOUTH ORANGE AVE, SUITE 1200 ORLANDO FL 32801 TitleVD BlANTON. CHARLES W 121 SOUTH ORANGE AVE.. SUITE 1200 http://www.sunbiz.org/scripts/cordet.exe?action~D ETFIL&il1~ doc _ l1umber= P99000073 5... 9/24/2009 www.sunbiz.org - Department of State ORLANDO FL 32801 TitleTS CRISOSTOMO, NOLI M 121 SOUTH ORANGE AVE., SUITE 1200 ORLANDO FL 32801 Title 0 ANGE, KATHARINE P 121 SOUTH ORANGE AVE., SUITE 1200 ORLANDO FL 32801 Title 0 KALPAKIS, FRANK W 121 SOUTH ORANGE AVE., SUITE 1200 ORLANDO FL 32801 Title 0 WUENSCH, WILLIAM L 121 SOUTH ORANGE AVE., SUITE 1200 ORLANDO FL 32801 Annual Reports Report Year Filed Date 2007 10/08/2007 2008 02/08/2008 2009 01/20/2009 Document Images 09/21/2009 =-Arm~ndrne.nl 01/20/2009 =-ANNuAL REPORT 02/08/2008 =-6NNUAL REJ'ORT 10109/:2007 cc.Amend ment 10108/2007 ccANNUAL REPORT 06/08/4007 =-6NNuAL REPORT 01/:2;;/4006 - ANNUAL REPORT 02/1.0/2005 -- ANNUAL REPORT 02/20/2004 -- ANNUAL_REPOJU 01/21/2003" ANNUAU,EPORI 01/25/2002 -- ANNUALREPORT 04ltll.l4001 =-ANNUAL REPORT 04/06/2000 -- ANNUAL REPORT 08/12/1999 -- Domestic Profit Page 2 of3 168 View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF formal View image in PDF format View image in PDF format View image in PDF formal View image in PDF formal View image in PDF formal View image in PDF formal View image in PDF formal View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. PJ:~lQ!t$_~I1J,-"l~tt events No Name History Nexl on Lis! Return To List IEntity Name Search Submit I I Horne I Contact us I Document Searclles I t-t'iling Services I Forms I Help I http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inCL doc _number=P99000073 5... 9/24/2009 Www.sunbiz.org - Department of State Page 3 of3 1688 CODyrigllt and Privacy Policies Copyright (g 2007 State of Florida, Department of State. http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&in~ doc ~ numbeF P99000073 5... 9/24/2009 RLS# ()q- PPt" - [1(3'18 CHECKLIST FOR REVIEWING CONTRACTS 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 $ '7-lMl L- Products/CompVOp Required $ Personal & Advert Required $_ Each Occurrence Required $ FirelProp Damage Required $ Automobile Liability Bodily lnj & Prop Required $ i M \ L- Workers Compensation Each accident Required $ Q Disease Aggregate Required $ L Disease Each Empl Required $ , Umbrella Liability Each Occurrence Provided $_......:} IUtL Aggregate Provided $ l ' Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $ ~~ Per Aggregate Required $_.__~ Otlrer Insurance Each Occur Type:~_____ Entity Name: 12, y .u AI ') SA IUC f Entity name correct on contract? Entity registered with FL Sec. of State? f~l'n"WW6- &;>>oa!J, JJJ)..6 LYes _LYes 1688 ~ No No ./Yes LYes .....iL"_Yes Yes No No No ./No ~~u:..." ~sl<-i ~ ~ 100' 1<'. , j)O€ CMJ('~ Al..,~1 Sfd~ (. pt~' Provided $ Z M I L.._ Provided $__l...L~ Provided $ \ 1M I I Provided $ ----..i.J._.~ Provided $ 3tJO. (}f) 0 , Exp. Date Ii! if 'i I 1fT , Exp. Date~_ Exp. Date ._ ! ( Exp. Date ---'-'-__ Exp. Date .. f ' Exp Date I? I ( 4/1& Exp Date \(1 /<;{ fR Exp Date I II Exp Date ---'-'--~ / Provided $ ---L..MlL_ Provided $.....l.iM..iL- Provided $ II Provided $ l I Exp Date ,-~/{'f I~ Exp Date II ----.LYes ./ '(17 ,f'2. ,/' "l't Vi- "ttfV ~.. t,v'7 No Provided $ Provided $ r kAIL ?-AAl~ Exp. Date (O!I'I!tR '; Exp. Date. " -] Required $___ County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? Attachments Are all required attachments included? Provided $ Exp Date ~~ </"Yes .. VYes No No ~Yes Yes No ..;,LNo Yes No Yes Yes No No ,\ IX \.1\ /Yes ~Yes __JL".... Y es ~_Yes ---L Y es ----LYes _....v':yes No No No No No No No _~es No ~ '-R;~wer initials: -. 'fir, Dol, ' 'I ()'f 04-COA-O 0301 22 1688 Contract 09-5207 Consulting Services for the Collier Area Transit (CAT) Program FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 29th day of September, 2009, 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 Renaissance Planning Group, Inc., authorized to do business in the State of Florida, whose business address is 440 N. Ashley Drive, Suite 1010, Tampa, Florida 33602 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT Planning, Urban Design and General Consulting in accordance with Schedule E, Scope of Services, for services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT Planning, Urban Design and General Consulting services which includes Category I - TransiUTransportation Operations 1688 and Financial Planning, Category II - Technical Studies, Category III - Urban Design and Environmental Services, and Category IV - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Information System (GIS) as described in Schedule E, Scope of Services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Planning, Urban Design and General Consulting services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 2 1688 The Owner shall provide a summary of Work to be performed which will afford the Contractor the opportunity to submit a formal quotation for the Work; the Contractor shall respond with the information sought within seven (7) working days. For projects with an estimated cost up to Two Hundred Thousand Dollars ($200,000) or less, the Owner shall obtain written proposals from at least three (3) or more of the selected firms, negotiate favorable project terms and conditions, and issue a numbered Work Order, signed by the Department Director to initiate the projects. These quotes may be obtained electronically via the On-Line Bidding System. Completion time and the collection of liquidated damages may be specified in the Quotation and a Performance Bond may be required. A Certification of Final Completion will be required by the County in order for the Contractor to receive final payment. For projects with an estimated cost over Two Hundred Thousand and One Dollars ($200,001) and less than Five Hundred Thousand Dollars ($750,000), competitive quotes shall be solicited from at least three (3) of the selected firms in the specific categories. The Consultant shall respond with the information sought within seven (7) working days. The County will negotiate favorable project terms and conditions, and issue a numbered Work Order to initiate the projects. Staff recommendations will then be submitted to the Board of County Commissioners for approval after County Attorney approval. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 3 1688 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other 4 1688 governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Whit Blanton, AICP, as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any 5 1688 other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional Planning, Urban Design and General Consulting services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The 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 6 1688 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. 7 1688 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 8 ARTICLE 3 OWNER'S RESPONSIBILITIES 1688 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 9 1688 objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 10 1688 then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 11 1688 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time 12 1688 reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 13 1688 5.2.2.6 Other items on request and approved in writing by the OWNER. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 14 ARTICLE 6 OWNERSHIP OF DOCUMENTS 1688 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 15 ARTICLE 7 MAINTENANCE OF RECORDS 1688 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years frorn (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as rnay be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 16 1688 but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 17 1688 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 18 ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 1688 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 19 1688 CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 1 0.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 20 168 ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 21 1688 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 22 1688 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 23 ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 1688 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 24 ARTICLE 14 1688 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 16 NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FI. 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 25 1688 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: Renaissance Planning Group, Inc. 400 N. Ashley Drive, Suite 1010, Tampa, FL 33602 Telephone: 813-254-7741 x113 Fax: 813-254-7742 Attn: Whit Blanton, AICP, Vice President 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 26 1688 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 27 1688 by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a 28 1688 public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 29 1688 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. 30 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services 1688 Agreement for 09-5207 Consulting Services for the Collier Area Transit (CAT) Program the day and year first written above. ATTEST: .' Approved 'as to form and le~fficien~~7 ) 11--1 / ~~L ,A,Esistal rt County Attorney t).g~ BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, i/) lj?~_ ,~~jk By: ! Donna Fiala, Chairman Renaissance Planning Group, Inc. B~fvIL+ . , Yrcul-W. koJ~'S,A IcP tl'1l::t rullii"yped Name and Title p (L'ncipaJ 31 ...".,......,-' """" C,,--.-:-tk&5 Ocr"'! cie'IIA b J 1688 EXHIBIT A - Contract 09-5207 Consulting Service for the Collier Area Transit (CAT) Program FEDERAL TRANSIT ADMINISTRATION GRANTCOMPLlANCE REQUIREMENTS FOR CFDA 20.507/20.509 TABLE OF CONTENTS Check Box If Applicable A.1 - Federallv Reauired and Other Model Contract Clauses 1SI 1. Fly America Requirements (applies if foreign travel or transport) D 2. Buy America Requirements D 3. Charter Bus and School Bus Requirements D 4. Cargo Preference Requirements 1SI 5. Seismic Safety Requirements (A&E for new buildings and additions) 1SI 6. Energy Conservation Requirements 1SI 7. Clean Water Requirements D 8. Bus Testing - Sign Certification D 9. Pre-Award and Post Delivery Audit Requirements - Sign Certification 1SI10 Lobbying - Sign Certification 1SI11. Access to Records and Reports 1SI12. Federal Changes D 13. Bonding Requirements 1SI14. Clean Air D 15. Recycled Products D 16. Davis-Bacon and Copeland Anti-Kickback Acts D 17. Contract Work Hours and Safety Standards Act 18. [Reserved] 1SI19. No Government Obligation to Third Parties 1SI 20. Program Fraud and False or Fraudulent Statements and Related Acts 1SI21. Termination 1SI 22. Government-wide Debarment and Suspension Sign Exhibit P 1SI 23. Privacy Act 1SI 24. Civil Rights Requirements 1SI25. Breaches and Dispute Resolution 1SI 26. Patent and Rights in Data D 27. Transit Employee Protective Agreements 1SI28. Disadvantaged Business Enterprises (DBE) 29. [Reserved] 1SI30. Incorporation of Federal Transit Administration (FTA) Terms D 31. Drug and Alcohol Testing 1SI 32. ADA Access 1SI 33. ITS Standards ~ 34. ARRA Special Terms and Conditions Certificates requiring signature must be completed and submitted at time of proposal submittal to be considered for award. The services performed by the awarded Contractor shall be in compliance with all applicable FTA regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. A-1 1688 1. FLY AMERICA REQUIREMENTS 49 U.S,C, ~ 40118 41 CFR Part 301-10 Applicabilitv to Contracts The Fly America requirements apply to the transportation of persons or property, by air, between a place in the U.S. and a place outside the U.S., or between places outside the U.S., when the FTA will participate in the costs of such air transportation. Transportation on a foreign air carrier is permissible when provided by a foreign air carrier under a code share agreement when the ticket identifies the U.S. air carrier's designator code and flight number. Transportation by a foreign air carrier is also permissible if there is a bilateral or multilateral air transportation agreement to which the U.S. Government and a foreign government are parties and which the Federal DOT has determined meets the requirements of the Fly America Act. Flow Down Requirements The Fly America requirements flow down from FT A recipients and subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. Flv America Reauirements The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 2. BUY AMERICA REQUIREMENTS /NOT APPLICABLE) 49 U.S.C. 5323(j) 49 CFR Part 661 3. CHARTER BUS REQUIREMENTS/NOT APPLICABLE) 49 U.S.C. 5323(d) 49 CFR Part 604 3. SCHOOL BUS REQUIREMENTS/NOT APPLICABLE) 49 U.S.C. 5323(F) 49 CFR Part 605 4. CARGO PREFERENCE REQUIREMENTS/NOT APPLICABLE) 46 U.S.C. 1241 46 CFR Part 381 5. SEISMIC SAFETY REQUIREMENTS 42 U.S.C. 7701 et seq. 49 CFR Part 41 ApPlicabilitv to Contracts: The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. A-2 1688 Flow Down: The Seismic Sa/ety requirements flow down from FT A recipients and subrecipients to first tier contractors to assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all subcontractors. Seismic Safety - The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 6. ENERGY CONSERVATION REQUIREMENTS 42 U.S.C. 6321 et seq. 49 CFR Part 18 Applicability to Contracts: The Energy Conservation requirements are applicable to all contracts. Flow Down: The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier. Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. CLEAN WATER REQUIREMENTS 33 U.S.C. 1251 Applicability to Contracts: The Clean Water requirements apply to each contract and subcontract which exceeds $100,000. Flow Down: The Clean Water requirements flow down to FTA recipients and subrecipients at every tier. Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et sea. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FT A and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 8. BUS TESTINGINOT APPLICABLE) 49 U.S.C. 5323(c) 49 CFR Part 665 9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS /NOT APPLICABLE) 49 U.S.C. 5323 49 CFR Part 663 A-3 1688 10. LOBBYING 31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20 Applicability to Contracts: The Lobbying requirements apply to Construction/Architectural and Engineering/Acquisition of Rolling Stock! Professional Service Contract/Operational Service Contract/Turnkey contracts, Flow Down: The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti-Lobbying Amendment, 31 U.S.C. !j1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. !l1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING D Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned and belief, that: ( Contractor) certifies, to the best of his or her knowledge (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 USC 1601, el seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.SC. !j1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. A-4 1688 Note: Pursuant to 31 U.s.C. S 1352(c)(1 )-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, ef seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Title of Contractor's Authorized Official Date Name and 11. ACCESS TO RECORDS AND REPORTS 49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 Applicability to Contracts: Reference Chart "Requirements for Access to Records and Reports by Type of Contracts" Flow Down: FT A does not require the inclusion of these requirements in subcontracts, Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTAAdministrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.s.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 USC 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.s.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FT A Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 US.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. A-5 1688 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FT A Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto Reference 49 CFR 18.39(i)(11). Contract Operational Turnkey Construction Architectur Acquisition Profession Characteristi Service at of Rolling al Services cs Contract Engineerin Stock g I State Grantees None Those None None None None imposed a. Contracts on state below SAT None pass thru Yes, if non- None None None ($100,000) unless 1 to competitive unless unless unless non- Contractor award or if non- non- non- b. Contracts competitive funded competi- competi- competi- aboye award thru2 tive award tive award tive award $100,000/Ca 5307/53091 pital Projects 5311 II Non State Grantees Those Yes' imposed Yes Yes Yes Yes a. Contracts on non- below SAT Yes' state Yes Yes Yes Yes ($100,000) Grantee b. Contracts pass thru above to $100,000/Ca Contractor pital Projects Requirements for Access to Records and Reports by Types of Contract 12. FEDERAL CHANGES 49 CFR Part 18 Applicability to Contracts: The Federal Changes requirement applies to all contracts. Flow Down: The Federal Changes requirement flows down appropriately to each applicable changed requirement. Federal Changes - Contractor shall at all times comply with all applicable FT A regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FT A, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 13. BONDING REQUIREMENTS (NOT APPLICABLE) A-6 14. CLEAN AIR 42 U.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18 1688 Applicability to Contracts: The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. Flow Down: The Clean Air requirements flow down to all subcontracts which exceed $100,000. Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.s.C. SS 7401 et sea. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FT A 15. RECYCLED PRODUCTS (NOT APPLICABLE) 42 U.S.C. 6962 40 CFR Part 247 Executive Order 12873 16. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS (NOT APPLICABLE) 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT INOT APPLICABLE) 18. r RESERVED I 19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicability to Contracts: Applicable to all contracts. Flow Down: Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FT A. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. A-7 1688l 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.C. 3801 et seq. 49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307 Applicability to Contracts: These requirements are applicable to all contracts. Flow Down: These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. S 3801 et sea. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.FR. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Actof 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. S 5307, the Government reserves the right to impose the penalties of 18 U.S.C. S 1001 and 49 U.S.C. S 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 21. TERMINATION 49 U.S.C. Part 18 FTA Circular 4220.1E Applicability to Contracts: All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Flow Down: The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning. a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs A-8 b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver suPP~s ~ B 8 accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General ProYision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. A-9 1688 If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient). h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be A-10 168~ paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 22. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Backaround and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.c. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services, 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions. " Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by . If it is later determined that the bidder or proposer knowingly rendered A-11 1688 an erroneous certification, in addition to remedies available to , the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions 23. PRIVACY ACT 5 U.S.C. 552 Applicability to Contracts: When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. Flow Down: The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier. Contracts InvolYing Federal Privacy Act Requirements - The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. 9552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government be(ore the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. (2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FT A 24. CIVIL RIGHTS REQUIREMENTS 29 U.S.C. !i 623, 42 U.S.C. !i 2000 42 U.S.C.!i 6102, 42 U.S.C.!i 12112 42 U.S.C.!i 12132,49 U.S.C. 9 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq. Applicability to Contracts: The Civil Rights Requirements apply to all contracts. Flow Down: The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. 9 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. 96102, section 202 of the Americans with Disabilities Act of 1990,42 U.S.C. 9 12132, and Federal transit law at 49 U.S.C. 9 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FT A may issue. (2) Equal Emplovment Opportunitv - The following equal employment opportunity requirements apply to the underlying contract: A-12 1 6 8 81 (a) Race Color, Creed, National Oriqin Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 USC. !l 2000e, and Federal transit laws at 49 U.S.C. !l5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 US-C. !l2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Aqe - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. !l !l 623 and Federal transit law at 49 U.S.C. !l5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities -In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. !l12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 25. BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FTA Circular 4220.1 E Applicability to Contracts: All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures. Flow Down: The Breaches and Dispute Resolutions requirements flow down to all tiers. Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)J days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. A-13 1688 Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 26. PATENT AND RIGHTS IN DATA 37 CFR Part 401 49 CFR Parts 18 and 19 Applicability to Contracts: Patent and rights in data requirements for federally assisted projects ONL Y apply to research projects in which FT A finances the purpose of the grant is to finance the development of a product or information. These patent and data rights requirements do not apply to capital projects or operating projects, even though a small portion of the sales price may cover the cost of product development or writing the user's manual. Flow Down: The Patent and Rights in Data requirements apply to all contractors and their contracts at every tier. CONTRACTS INVOL VING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A Rights in Data - This following requirement applies to each contract involving experimental, developmental or research work: (1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents: machine forms such as punched cards, magnetic tape, or computer memory printouts: and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. S 18.34 and 49 C.F.R. S 19.36, the Federal Government reserves a royalty-free, non- exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b),2 of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract, whether or not a copyright has been obtained: and 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FT A. A-14 1688 (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FT A determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. (e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (I) Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i&., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide, through FT A, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (4) The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research work: (1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FT A is ultimately notified (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of A-15 1688 Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FT A. 27. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (NOT APPLICABLE) 49 U.S.C. ~ 5310, ~ 5311, and ~ 5333 29 CFR Part 215 28. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 26 Backaround and Applicability The newest version on the Department of Transportation's Disadvantaged Business Enterprise (DB E) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT-assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, 49 Code of Federal Regulations, Part 26, Participation by Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs. Collier Area Transit's goal for DBE participation is 12.06%. b. A separate contract goal has not been established for this procurement. c. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as Collier County deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). d. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. In order to comply with the provisions of 49 CFR 26, the bidderlofferor agrees to the following: . Bid Opportunity List - shall submit with all Requests for Proposals and Invitations for Bid. . Anticipated DBE Participation Statement - shall submit with all Requests for Proposals and Invitations For Bid. . DBE Directory - the bidder/offeror may use the online DBE directory, BizNet, www.bipincwebapps.com/biznetfloridaJ to locate ready, willing, and able DBE's to perform sub- A-16 1688 contractor work or sub-consultant work on USDOT assisted contracts. · Subcontractor Payment Report - shall submit monthly to comply with monitoring requirements of 49 CFR 26. e. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from Collier County, In addition, the contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's work related to this contract is satisfactorily completed, f. The contractor must promptly notify Collier County, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of Collier County. 29. r RESERVED 1 30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FTA Circular 4220.1 E Applicabilitv to Contracts: The incorporation of FTA terms applies to all contracts. Flow Down: The incorporation of FTA terms has unlimited flow down. Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FT A Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FT A terms and conditions. 31. DRUG AND ALCOHOL TESTING (NOT APPLICABLE) 49 U.S.C. !i5331 49 CFR Parts 653 and 654 32. ADA Access 49 U.S.C. !i5301 Access for Individuals with Disabilities The Recipient agrees to comply with 49 U.SC. !i 5301 (d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, with 29 U.SC !i 794, which prohibits discrimination on the basis of disability: with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C !i!i 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities: and with the Architectural Barriers Act of 1968, as amended, 42 A-17 1688 U.S.C. SS 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, and any subsequent amendments to these laws or other laws pertaining to access for individuals with disabilities to the extent applicable. 33. ITS Standards 5206( e) Section 5206(e) of the Transportation Equity Act for the 21st Century, Public Law 105-178, 112 Stat. 547, pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation (US DOT). 34. ARRA SPECIAL TERMS AND CONDITIONS Funds appropriated under the Recovery Act The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, (Recovery Act) was enacted to preserve and create jobs and promote economic recovery, assist those most impacted by the recession, provide investments needed to increase economic efficiency by spurring technological advances in science and health, invest in transportation, environmental protection, and other infrastructure that will provide long-term economic benefits, stabilize State and local government budgets, in order to minimize and avoid reductions in' essential services and counterproductive State and local tax increases. The Contractor shall comply with all terms and conditions in the Recovery Act relating generally to governance, accountability, transparency, data collection and resources as specified in Act itself and as discussed below. Registration Section 1512 provides that first tier Contractors of ARRA funds must register with Central Contractor Registration database (CCR). CCR registration can be completed at http://www.ccr.gov. CCR registration must be completed before the first quarterly Section 1512 report is due. Federal reporting on projects funded by the Recovery Act, will require contractors to report their DUNS number. The DUNS number is issued by Dun and Bradstreet. If you do not know your DUNS number, visit www.dnb.com and click on "D & B D-U-N-S Number" to obtain a number. Compliance with American Recoyery and Reinvestment Act of 2009: This project is subject to the criteria and conditions of the Recovery Act of 2009 and shall satisfy the federal reporting requirements for the project(s), through monthly reports, for both the contractor and subcontractors. The Contractor shall provide the required information on form(s) provided by the County in the timeframe indicated in the instructions and shall further include these reporting requirements in all subcontracts, Authority of the Comptroller General: A-18 1688 Section 902 ofthe ARRA of 2009 provides the U.S. Comptroller General and his representatives the authority: (1) to examine any records of the Contractor or any of its subcontractors, or any State or Local agency administering such contract, that directly pertain to, and involve transactions relating to, the contract or subcontract; and (2) to interview any officer or employee of the Contractor or any of its subcontractors, or of any State or Local government agency administering the Contract, regarding such transactions. Accordingly, the Comptroller General and his representatives shall have the authority and rights as provided under Section 902 ofthe ARRA with respect to this Contract, which is funded with funds made available under the ARRA. Section 902 further states that nothing in this Section shall be interpreted to limit or restrict in any way any existing authority of the Comptroller General. 52.204-11 - American Recovery and Reinvestment Act-Reporting Requirements. As prescribed in 4.1502, insert the following clause: American Recovery and Reinvestment Act-Reporting Requirements (Mar 2009) (a) Definilions, As used in this clause- "Contract," as defined in FAR 2.101, means a mutually binding legal relationship obligating the seller to furnish the supplies or services (including construction) and the buyer to pay for them. It includes all types of commitments that obligate the Government to an expenditure of appropriated funds and that, except as otherwise authorized, are in writing. In addition to bilateral instruments, contracts include (but are not limited to) awards and notices of awards; job orders or task letters issued under basic ordering agreements; letter contracts; orders, such as purchase orders, under which the contract becomes effective by written acceptance or performance; and bilateral contract modifications. Contracts do not include grants and cooperative agreements covered by 31 U.S.C. 6301, et seq. For discussion of various types of contracts, see FAR Part 16. "First-lier subcontract" means a subcontract awarded directly by a Federal Government prime contractor whose contract is funded by the Recovery Act. "Jobs crealed" means an estimate of those new positions created and filled, or previously existing unfilled positions that are filled, as a result of funding by the American Recovery and Reinvestment Act of 2009 (Recovery Act). This definition covers only prime contractor positions established in the United States and outlying areas (see definition in FAR 2.101). The nwnber shall be expressed as "full-time equivalent" (FTE), calculated cwnulatively as all hours worked divided by the total number of hours in a full-time schedule, as defined by the contractor. For instance, two full-time employees and one part-time employee working half days would be reported as 2.5 FTE in each calendar quarter. "Jobs retained" means an estimate of those previously existing filled positions that are retained as a result of funding by the American Recovery and Reinvestment Act of2009 (Recovery Act). This definition covers only prime contractor positions established in the United States and outlying areas (see definition in FAR 2.101). The number shall be expressed as "full-time equivalent" (FTE), calculated cumulatively as all hours worked divided by the total number of hours in a full-time schedule, as defined by the contractor, For instance, two full- time employees and one part-time employee working half days would be reported as 2.5 FTE in each calendar quarter. "Total compensalion" means the cash and noncash dollar value earned by the executive during the contractor's past fiscal year of the following (for more information see 17 CFR 229.402(c)(2)): (I) Salary and bonus. (2) Awards of slack, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (F AS 123R), Shared Based Payments. A-19 1688 (3) Earnings for services under non-equity incentive plans, Does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. PART 52 Solicitation Provisions and Contract Clauses Page I of 4 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52 _000 .htm 5/1612009 (4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. (5) Above-market earnings on deferred compensation which is not tax-qualified. (6) Other compensation. For example, severance, termination payments, value oflife insurance paid on behalf of the employee, perquisites or property if the value for the executive exceeds $10,000. (b) This contract requires the contractor to provide products and/or services that are funded under the American Recovery and Reinvestment Act of2009 (Recovery Act). Section 1512(c) of the Recovery Act requires each contractor to report on its use of Recovery Act funds under this contract. These reports will be made available to the public. (c) Reports from contractors for all work funded, in whole or in part, by the Recovery Act, and for which an invoice is submitted prior to June 30, 2009, are due no later than July 10, 2009. Thereafter, reports shall be submitted no later than the 10th day after the end 0 f each calendar quarter. (d) The Contractor shall report the following information, using the online reporting tool available at http://www.FederaIReporting.gov . (1) The Government contract and order number, as applicable. (2) The amount of Recovery Act funds invoiced by the contractor for the reporting period. A cumulative amount from all the reports submitted for this action will be maintained by the government's on-line reporting tool. (3) A list of all significant services performed or supplies delivered, including construction, for which the contractor invoiced in this calendar quarter. (4) Program or project title, if any, (5) A description of the overall purpose and expected outcomes or results ofthe contract, including significant deliverables and, if appropriate, associated units of measure. (6) An assessment of the contractor's progress towards the completion of the overall purpose and expected outcomes or results of the contract (i.e., not started, less than 50 percent completed, completed 50 percent or more, or fully completed). This covers the contract (or portion thereof) funded by the Recovery Act. (7) A narrative description of the employment impact of work funded by the Recovery Act. This narrative should be cumulative for each calendar quarter and only address the impact on the contractor's workforce. At a minimum, the contractor shall provide- (i) A brief description of the types of jobs created andjobs retained in the United States and outlying areas (see definition in FAR 2.1 01). This description may rely onjob titles, broader labor categories, or the contractor's existing practice for describing jobs as long as the terms used are widely understood and describe the general nature of the work; and PART 52 Solicitation Provisions and Contract Clauses Page 2 of 4 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm 5/16/2009 (ii) An estimate of the number of jobs created and jobs retained by the prime contractor, in the United States and outlying areas. A job cannot be reported as both created and retained. (8) Names and total compensation of each of the five most highly compensated officers of the Contractor for the calendar year in which the contract is awarded if- (i) In the Contractor's preceding fiscal year, the Contractor received-(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; A-20 1688 and (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and (ii) The public does not have access to information about the compensation of the senior executives through periodic reports filed under section 13(a) or l5(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 780(d)) or section 6104 of the Internal Revenue Code of 1986. (9) For subcontracts valued at less than $25,000 or any subcontracts awarded to an individual, or subcontracts awarded to a subcontractor that in the previous tax year had gross income under $300,000, the Contractor shall only report the aggregate number of such first tier subcontracts awarded in the quarter and their aggregate total dollar amount. (10) For any first-tier subcontract funded in whole or in part under the Recovery Act, that is over $25,000 and not subject to reporting under paragraph 9, the contractor shall require the subcontractor to provide the information described in (i), (ix), (x), and (xi) below to the contractor for the purposes of the quarterly report. The contractor shall advise the subcontractor that the information will be made available to the public as required by section I 5 I 2 of the Recovery Act. The contractor shall provide detailed information on these firsttier subcontracts as follows: (i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor's parent company, if the subcontractor has a parent company. (ii) Name of the subcontractor. (iii) Amount of the subcontract award, (iv) Date of the subcontract award. (v) The applicable North American Industry Classification System (NAICS) code, (vi) Funding agency. (vii) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results ofthe subcontract. PART 52Solicitation Provisions and Contract Clauses Page 3 of 4 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52 _ OOO.htm 5/16/2009 (viii) Subcontract number (the contract number assigned by the prime contractor). (ix) Subcontractor's physical address including street address, city, state, and country. Also include the nine- digit zip code and congressional district if applicable. (x) Subcontract primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district if applicable. (xi) Names and total compensation of each of the subcontractor's five most highly compensated officers, for the calendar year in which the subcontract is awarded if- (A) In the subcontractor's preceding fiscal year, the subcontractor received- (1) 80 percent or more of its annual gross revenues in Federal contracts (and subcontracts), loans, grants (and subgrants), and cooperative agreements; and (2) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), and cooperative agreements; and (B) The public does not have access to information about the compensation of the senior executives through periodic reports filed under section 13(a) or l5(d) of the Securities Exchange Act of 1934 (15 U.S.c. 78m(a), 780(d)) or section 6104 of the Internal Revenue Code of 1986. (End of clause) PART 52 Solicitation Provisions and Contract Clauses Page 4 of 4 Required after Contract Award: Subcontractor Payment Report DBE/Non-DBE A-21 1688 Exhibit B Subcontractor Payment Report - DBE/Non DBE -See attached 5. PRIME CONTRACTOR'S NAME 6. FEID NUMBER - PRIME CONTRACTOR) 7. CONTRACT DOLLAR AMOUNT 9. IS THE PRIME A FLORIDA- CERTIFIED DISADVANTAGED BUSINESS ENTERPRISE (DBE)? YES 0 NO 0 10. IS THE WORK OF THIS CONTRACT CONSTRUCTION 0 OR CONSULTANT DOTHER? 11. REVISION (YIN)? _ IF YES, REVISION NUMBER_ 12. ANTICIPATED DBE SUBCONTRACTORS (BELOW): DBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK/SPECIALTY DOLLAR AMOUNT PERCENT OF CONTRACT DOLLARS A B c D E F 11A TOTAL DOLLARS TO DBE'S 11BTQTAl PERCENT OF CONTRACT 0.00% A-22 1688 13. NAME OF SUBMITTER 14. DATE 15. TITLE OF SUBMITTER 16. EMAIL ADDRESS OF PRIME CONTRACTOR/SUBMITTER 17. FAX NUMBER 18. PHONE NUMBER NOTE: THIS INFORMATION IS USED TO TRACK AND REPORT ANTICIPATED DBE PARTICIPATION IN ALL FEDERALL Y- FUNDED FDOT CONTRACTS. THE ANTICIPATED DBE AMOUNT IS VOLUNTARY AND WILL NOT BECOME A PART OF THE CONTRACTUAL TERMS. THIS FORM MUST BE SUBMITTED AT THE PRE- CONSTRUCTION. FDOT STAFF FORWARDS THE FORM TO THE EQUAL OPPORTUNITY OFFICE. 19. SUBMITTED BY 20. DATE 21. TITLE OF SUBMITTER 22. EMAIL ADDRESS OF SUBMITTER 23. FAX NUMBER 24. PHONE NUMBER A-23 :J; I '" "" en ~ 0" n o "- ~ ~ n o ~ ~ '" ~ < '" 0" o o ~ "' '"' p: S' '"' o o o a. ~ " n o ~. S' S' o "' 3 " " "' .e! " o "- "' 3 < ~. o' ~ o .... ~ '" o n o "- ~ '"' ~ :> en UJ qQ" " '"' ~ o 0. o '" ~ o 0. S' .j>. '" () '" r:; '" o '"' ~ g 0- ~ o '0 O. il ~ ~ ~ z ">-; ~ g::r- g ~ ~ [ ~ [ o ;:; ?f a ~ "2-" ~ co ~ ~ , en 5" gj g. 8" 0.. n a .gj a ~ '2. ~ o. g" S ;:::I g;;J 0;;;- ~ 0 0'0 0"'0 g ~. ~ " @ 3 U 0 ~ ~ ",-", n 0 g ~ g a. n ", ~ 3" 2- 0"'O~ g. ~ ~ o B: g. .... 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'" '" " ~ P-. 8" eS S' "" :E o ;(- z~ n 00 '" ~~~ a. 0- ~ ::n C/5W2 (') 100 IZl ~ ~g; o' ~" ;::s: tJ '" w " ~ .g' o' " o ... n mo ~.~ '" g. 9' is: '" '" ~ ~ o ~ n o " S' ~ z '" S '" >ii 0- o " '" :> '" 3 o 3:::;'c o '" " a ~.:; :r~5: 3' 5' '"d6> (1l o' 3 ~ '" 0 o' 0.. c p-....,a ".. U;' n o & '" ~ Z ? () o & ~ ~ tJ '" ~ ." ~ 2. '" ~ tJ '" w " ~ "S. o' " O:i 5: Z ? O:i 5: 0. '" "'- n o g ~ '" " ~ o " .g o ;:!. 3' "" ." '" ~ o' p,. o 1:1 t:l:l t'l o z o z b t:l:l t'l 1688 ('") o z .., ~ ('") .., o ~ 1il '" t"j ~ ~ ~ d ~ ~ t"j :d > '" .., .., ~ ~ ~ o I;"l Z :d '" "C .... > .., ~ t"j z .., ('") o t"" t"" .... t"j 1688 SCHEDULE A WORK ORDER # Agreement for title of contract, Dated: ,200 (RFPiBid 00-0000) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: . Task I . Task II . Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) Task I Task II Task III $ $ $ $ TOTAL FEE Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement. PREPARED BY: Name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 SCHEDULE B RATE SCHEDULE 1688 RENAISSANCE PLANNING GROUP, INC. Principal $190.00 Project Manager $160.00 Senior Professional $140.00 Professional $120.00 Planner $105.00 Technician $ 90.00 Inspector $ 80.00 Administrative $ 65.00 This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County ATM Staff and Renaissance Planning Group, Inc., on a project by project basis as needed. B-1 1688 SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or C-1 1688 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 1688 purchase such coverages and charge the CONSULTANT for such coverages purchased, If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 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 1688 $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 ~ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? ~ 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, C-4 1688 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 -L General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee, C-5 1688 (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 1- Not Applicable (6) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable 1- Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? 1- Yes _ No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: C-6 1688 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? ~ 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 _ $ 5,000,000 each claim and in the aggregate C-7 16lJ!8 (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed C-8 1688 documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy, If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy), CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. C-9 1688 e, Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. ? C-10 ACORD. CERTIFICATE OF LIABILITY INSURANCE OPID RENAI-2 11/06 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLOER. THIS CERTIFICATE OOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFOROED BY THE POLICIES BELOW. ~ PRODUCER Brown & Brown of Florida, Inc. 2600 Lake Lucien Dr., ste. 330 Maitland FL 32751-7234 Phone:407-660-8282 Fax:407-660-2012 INSURED INSURERS AFFORDING COVERAGE I'J:"3lJRFRA 1N::jUkck 8 AnI.rican Stat.$ Insuranc;:. Co. NAIC# 19704 Renaissance Planning INC 121 South orange Ave Orlando FL 32801 Group #1200 Twin city Fire Ins. Co. ItJ:;URERC I~{;URER D I~JSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BEL:)W HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE PO,-ICY PERIOD INDICATED NOTWITHSTANDING ANY REQUI~cMENT. TERM Ok CUNDllION OF A\lY CONTRhCT OR OTf-ER OOCUtilB~T WITH RESPE:::T TO WHCH THIS CEFTIFICAE MAY BE ISSUED OR MAY PERTAI~I, THE INSUR,IlJ\JCE AFFORDED 8Y THE POLlUES CESCRIBED HEREIN IS SU2JECT TO ALL THE TERMS, EXCI.JSIONS ,1\N:' CONOITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN ::"EDUCED BY ='AID CLAIMS LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE (MMfDDlYY) DATE (MMIDDlYYf LIMITS GENERAL LIABILITY EACH OCCLJRRFNCF $ 1000000 - 01-CH-726722-10 12/14/08 12/14/09 $ 300000 A X COMMERCIAL G"NERAL LIABILITY PREMISES, (_~_~'y_~ CLJr ence I =~ CLAIMSMf..DE ~ OCCUR I-1ED UP (My one ~erson) $ 10000 PERSOI~AL & AD\lINJURY $ 1000000 - $ 2000000 (--""NERAL AGGR=GATE - $ 2000000 GEN'L A:JGREGA-E LMIT APPliES PER PRODUCTS - COMPIOP AGG "I ;-1 PRO- nLOC f------.- POLICY IX JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT - $ 1,000,000 -"- ANY AUTO IEaacc.denli -. ALL OWNECfl,UTOS BODILY INJURY - $ SCHEDULED AUTOS IPer p8rsorlj - 12/14/08 12/14/09 A -"- f IlR[Q AUTOS 01-CH-726722-10 BODILY INJURY IPeraccld&n:j $ -"- NON-OWNED AUTOS - PROPERTY DAMAGE . IPeracciden:j GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ~ ANY AUTO OTHER THAN EAACC $ ALfTOONLY AGG $ EXCESSIUMBRELLA LIABILITY E,tl,CH XCLJRRENCF $3,000,000 A }{J OCCUR D CLAIMS WADE 01SU400614-01 12/14/08 12/14/09 f_~,_~;GREGATE $ 3,000,000 .------ ----- $ ~ DEDUCTIBLE I RETENTION 110,000 $ WORKERS COMPENSATION AND X ITORYLIM'rS I IUiR B EMPLOYERS' LIABILITY 21WECGF7388 11/15/09 11/15/10 .1000000 ANY PROPRIETOR/PARTNER/EXECUTiVE E LEACH ACCIOBn OFF'CERJtvlEtvI~ER EXCLlDED'i E.L DISEASE- EAEMPLOYEE $ 1000000 Irye3,cescrrbeunder c------ $ 1000000 SPE::LAL PROV;SIONS belJw EI IJISFASF - POLICY Lltvll~ OTHER A VALUABLE PAPERS 01-CH-726722-10 12/14/08 12/14/09 VALUABLE 25,000 PAPERS DESCRIPTION OF OPERATIONS i LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Contract #09-5207 Froject Name Collier County. Certificate holder has additional insured status as granted by the general liability policy only with respects to the operations of the named insured. 30 days notice of cancellation except for 10 days for non-payment. CERTIFICATE HOLDER CANCELLATION COLLIE6 SHOULD ANY OF THE ABOvE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRmEN Collier County Board of - NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL County Commissioners IMPOSE NO OBLlGATlOI~ OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 3301 Tamiami Trail Naples FL 34112 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE --kv->.~ ~~ ACORD 25 (2001/08} @ACOROCORPORATION 1988 1688 Nov UO U~ lU:lla leatzaw Ins o::lU-~c!j-U::':ol::' hi~~cI~-g o~ ACORD", THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTENO OR ALTER THE COVERAGE AFFORDED BY THE POLICY BELOW. COMPANIES AfFORDING COVERAGE COMPANY A New Hampshire Insurance Company PRODUCER Leatzow Insurance 2301 W, 22nd Street Suite 208 Oak Brook, IL 60523 INSURED Renaissance Planning Group, Inc. 121 South Orange Avenue Suite 1200 Orlando, FL 32801 COMPANY B COMPANY C COMPANY o THIS IS TO CERTIFY THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONOITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIPICATE NAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFOROED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONOITIONS OF SUCH POLICIES. LIMITs SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANce POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE (MMIDDIYY) DATe {MMIDDIYVj GENERAL LIAQlltTY BOWL Y INJURY Dee , COMPREHENSIVE FORM Boorl v INJURY AGG , PREMISI~SfOPERA TIONS PROPERTY DAMAGE eee , UNDERGROUND EXPLOSION COLLAPSE HAZARD PROI"CRTY OAMA.GE AGG , PRODucrS/COPMLETEO OPER DOES NOT APPLY 81 & PO COMBINED Dce , CONTRA(:rUAL 81 & PO COMBINED AGG , INDEPENDENT CONTRACTORS PERSONAL INJURY AGe) , BROAD FORM PROPERTY DAMAGE PERSONJ\L INJURY AUTOMOSILE LIABILITY BODilY INJURY {Per Person} , ANY AUT(l BODILY INJURY S ALL OWNI:::O AUTOS(Priv3Ie Pass) CPerAccidellt) ALL OWNI~O AUTOS DOES NOT APPLY {Olherthar, Privato Passenger) PROPERTY DAMAGE , HIRED AUTOS NON-OWNED AUTos 8001l Y INJURY PROPERTY DAMAGE , GARAGE UA81lllY COMBINED EX.CESs LIABILITY EACH OCCURENCE UMBRELl/\ FORM DOES NOT APPLY AGGREGATE OTHER TH~N UMeRELLA FORM WORKERS COMPENSATION AND EMPLOVE:RS' LIABILITY THe: PROPR1E'TC.R/ INCL DOES NOT APPLY r:l DISEASE. POLICY LIMIT PARTNERSIEXECUTIVE EXCL EL DISEASE. EA EMPLOYEE , OFF=ICERS ARE: OTHER 1,000,000 each claim A Professional 020398194 10/14/2009 10/14/2010 aggregate 2,000,000 Liability DESCRIPTION OF OPERA T10NStLOCA T10NSNEHICLES/SPECIAL ITEMS Re; Contract 09-5207 Consulting Services for Collier Area Transit (CAT) Program . . - Collier County Board of County Commissioners 3301 E, Tamiami Trail Naples, FL 34112 SHOULD ANy OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THe' ISSUING COMPANY WILL ENDEAVOR TO MAlL 30 DAYS WRIITEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT, BUT FAILURE TO MAIL .sUCH NOTICE SHALl. IMPose NO 06I.IGATlON OR LlAB!lITY OF ANY KIND UPON lliE COMPANY. ITS AGENTS OR REPRESENTATiVES. AUTHORIZED REPRESENTATIVE C 1688 SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287,055, Florida Statutes, Renaissance Planning Group, Inc., hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning RFP 09-5207 Alternative Transportation Modes Consulting Services for the Collier Area Transit (CAT) Program are accurate, complete and current as of the time of contracting. Renaissance Plannina GrouP, Inc. BY~W TITLE: -W~. W ',1<hJ (Xlkl'Sj A Ie P DATE:A ~^ 2001 D-1 1688 SCHEDULE E SCOPE OF SERVICES Scope of Services The scope of services described in this section ("Scope of Services") is a general guide and is not intended to be a complete list of all work and rnaterials necessary to complete the project or supply goods or services. The Scope of Services contains work tasks believed necessary for General Consulting Services for Urban Design, Site Development Plan, Environmental Assessment, Transit!Transportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS) that meets CAT needs. Work will be procured by requesting proposals from all awarded firms and a project work order will be issued. General Information The Urban Design, Site Development Plan, Enyironmental Assessment, TransiU Transportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS) shall provide services that inyolve expertise and technical skills in multimodal transportation related services. Consultant's staff will serve as an extension of Alternative Transportation Modes (ATM) Department staff on an "as needed basis" under the direction of the ATM Project Manager(s) to move projects from concept, through implementation, and to completion. Consultant will be responsible for providing technical expertise, developing guidelines and request for proposals, plans, procedures, manuals, and performing technical studies and analysis. General assignments may include, but are not limited to, coordination with land use development, proYisions of local government transit oriented development guidelines, design standards, manual updates, land use and zoning reviews, corridor analysis, comprehensive transit system operations analysis, comprehensive transit facilities analysis, transit development plan updates, transit rnodeling, transportation impact and environmental studies/assessrnents, CAT Geodatabase design and management, Implementation of an Intelligent Transportation E-1 1688 System (ITS), GIS base map design and development. Further examples are listed below under the three categories. When requested by the specified ATM Project Manager, the Consultant will work with, and receive guidance frorn, the appropriate A TM staff to develop the appropriate requirements, guidelines, and criteria for each project work order. The Consultant will then develop and submit to the A TM Project Manager, a final scope of work as helshe envisions the specific project work order, the number of hours by discipline required to complete the work order, all other direct costs required, a list of deliyerables to complete the work order, and a proposed schedule for approval. The Consultant shall not proceed with any work on the work order until a notice to proceed is issued in writing by the Transportation Division or authorized representative. Services to be Performed The Board of County Commissioners has authorized the issuance of a Request for Proposal for "General Consulting Services for Urban Design, Site Deyelopment Plan, Environmental Studies/Assessment, TransitfTransportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Inforrnation Systems (GIS)" on an as needed basis. In general, this effort will involve expertise and technical skills in developing, designing, engineering and implementing facilities and related services, Intelligent Transportation Systerns (ITS), Transit Operations Analysis, Environmental StudieslAssessments, TransitfTransportation Planning, Green Initiatives, Project Management. More specifically, the scope of services has been divided into four (4) areas of expertise including but not limited to: A. Category One - TransitfTransportation Operations and Financial Planning B. Category Two - Technical Studies C. Category Three - Urban Design and Enyironmental Services D. Category Four - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Inforrnation System (GIS) It is the intent of the County to award to multiple vendors. Firms are to submit one (1) proposal for each category. The selection committee will determine the rnost technically qualified firm, E-2 7t,Ba and make a recommendation to the Board of County Comrnissioners for award of multiple contracts. Category One - TransitlTransportation Operations and Financial Planning This work will require expertise in rnulti-modal transportation planning. Consultant will provide experienced consulting services to assist ATM staff in addressing existing travel means and patterns and to plan new transportation services for the community. ATM/CAT will initiate numerous service irnprovements and / or reductions based upon the County's long range vision of a comprehensiye public transportation system coordinated at the community level and directly interfacing with land use development and budgetary constraints. The Collier County Transit Development Plan (TDP) calls for expansion of local route coverage, increased frequency of services, new connection into adjacent Counties to the north, introduction of technology to include electronic fareboxes, Automatic Passenger Counter (APC) and Automatic Vehicle Locators (AVL), the identification of a dedicated funding source, transportation financial and economic analysis, regional commuter assistance programs, and premium paratransit, demand response services, flex services and fixed route deviation and point deyiation services. Consultant support will include operational analysis, market dernand appraisals, resource demand studies, cost allocation analysis, service monitoring reyiews and other transit operational and financial planning related services as required. Typical past and potential projects include: III Corridor Analysis III Comprehensive Operations Analysis III Traffic Operations and Road Design to accommodate bus operation III Transit Development Plan III Transportation Disadvantage Service Plan III Public Transportation Service Planning and Operations Analysis III Transit Preferential Treatment III Federal Transportation Programs Studies III Federal Transportation Administration Program Funding Application & Reporting III Florida Department of Transportation Program Funding Application & Reporting III Concurrency Review Analysis III Transportation Impact and Environmental Studies E-3 '--'~----"'-'- 1688 iii Transit Operations Evaluation iii Transit Systems Modeling and Travel Demand Modeling Development Strategies iii Flexible Route Deviation I Point Deviation Service Deyelopment and Implementation Plans iii Public Participation Policy Reyiew iii Triennial Reviews and Title VI Support Category Two - Technical Studies This work will require expertise in data collection, travel demand forecasting, corridor designation studies, transit route studies and scheduling, project development, environmental studies, identification of green initiatives projects, traffic planning and data development studies, ridership forecasting and impact fees studies. Consultant will provide experienced consulting services to assist A TM staff in addressing existing and future challenges in data collection and analysis including developing standards and performance measures to evaluate development impact on Transit in order to identify potential contribution. Typical past and potential projects include: iii Automatic Passenger Counter (APC) data collection, analysis and utilization iii Automatic Vehicle Locator (AVL) data collection, analysis and utilization iii Electronic Farebox data collection, analysis and utilization iii Financial Analysis Tools and Costing Models iii On Time Performance Studies iii Ridership and Revenue Forecasting iii Ridership Demand Forecasting iii Bus Stop Location, Amenities and Accessibility Standards Analysis iii Comprehensiye transit facilities analysis iii Service Efficiency Reductions Analysis iii Corridor Designation Studies iii Transit Route Studies iii Next Bus and other Intelligent Transportation Systerns iii Demand Response Service Analysis iii Transit Scheduling (i.e.: in a Trapeze FX andlor Route Match Environment) iii Identification of green initiatives projects for transit (equipment, infrastructure, etc...) iii Comprehensive Operations Analysis E-4 1688 Category Three - Urban Design and Enyironmental Services The object of this task is to assist A TM staff with the coordination of transit with land use development, and environmental studies. ATM will require consultant services that provide expertise in local land use codes, transit oriented development guidelines and implementation techniques, Identification of green initiatives projects, private sector partnership incentive programs, and coordination with other urban infrastructure investments. The environrnental studies standard should include ASTM 1527Phase I & II investigation and compliance with NEPA requirements. The selected consultant will haye the ability to do documented categorical exclusions compliant with FTA's interpretation of NEPA requirements. Typical past and potential projects include: iii Comprehensiye transit facilities analysis iii Local Government Transit Oriented Deyelopment Guidelines iii Development Review Procedures iii Deyelopment and Update of Transit Design Standards Manual iii Streetscape and Pedestrian Studies iii Land Use Code and Zoning Reviews iii Redevelopment, Area Wide, and Specific Plan Assessments iii Joint Development Studies iii Enyironmental Assessment iii Identification of green initiatiyes projects for transit (equipment, infrastructure, etcH') Category Four - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Information System (GIS) Mobility Management Collier County is soliciting proposals for the services of a qualified person or qualified professional firm for network consultation and support services, planning and implernenting the acquisition, and purchase of intelligent transportation technologies to operate a coordinated system, as well as promoting the use of innovative technologies, services and other rnethods to improve customer service. The nature of the service(s) will be network design, application development & customization, coordination and irnplementation of new and existing technologies with third party vendors, and ongoing support for a future proprietary CAT systems E-5 168,Q ,. ..~ information network. Services will also include but are not limited to general management and operation of this future system. It is the general intent of the County that the personifirm will become CA T's adjunct IT staff for the proprietary systern, performing routine maintenance and updates to the CAT information system's servers, network devices and proprietary applications, as well as proYiding a needed resource for both end users of the system and management staff. Oyerview CAT proYides public transportation services to Collier County residents. The Alternatiye Transportation Modes Department manages a contractor, McDonald Transit Associates Inc., who is responsible for the day to day public transit operations. The Board of County Commissioners IT Department supports and maintains the network infrastructure, servers, PCs and associated standard Microsoft office productivity applications. In addition, McDonald Transit utilizes a software application called RouteMatch, currently supported by the software vendor. Intelligent Technology & Geographic Information Systems Services This task may include but is not limited to studies, design, installation and implementation of an Intelligent Transportation System (ITS) and Geographic Information System components including software, databases, applications and integration with existing systems. The Intelligent Technology includes but not limited to, Automatic Vehicle Locators (AVL) , Automatic Passenger Counters (APC), Electronic Fareboxes (EF), Electronic On-Vehicle Passenger Information System (audio and visual message display) and on board security cameras. These technology solutions will meet Collier County's needs by integrating with existing and planned future systems, as well as including ongoing maintenance of the solution. Typical past and potential projects include: iii Addition of hardware and software such as: . Scheduling software . Office software . PC hardware . Server . Server software iii Assessment of required network infrastructure and devices E-6 1688 III Desktop Applications Support III Server Administration Services III Network Administration Services III Network Security III Network Infrastructure Strategic Planning III Geodatabase design, management and interface integration III Support of Internet Map Services III Geo-Iocation of CAT bus stops and routes III ArclMS Server Development and Support Including Upgrades and Addition of Custom Applications III Proyide real-time Automatic Vehicle Location (AVL) and vehicle component monitoring III Provide Mobile Data Terminals (MDT) III Provide real-time engine, transmission and key systems monitoring, logging and analysis tools III Proyide Automatic Passenger Counters (APC) reporting and rnapping III Provide onboard intelligence on vehicles to integrate and enhance existing onboard fare boxes, with single point sign-on, and a unified source of Global Positioning System (GPS) location, time, run, and route and trip information to those systems III Provide a single unified Geographic Information System (GIS) layer and solution usable for all CAT, (Collier Area Transit) systems relying on a map, and must be able to integrate into the current County GIS infrastructure III Provide for a public web page to allow riders to view real or near real time routes and locations of vehicles III Provide continued support and maintenance of the solution so that the information and features provided remain stable and reliable oyer the life of the solution III Proyide for future expansion and/or integration of internal and external systems such as onboard video, next bus information, transfer connection protection, transit signal priority and collision avoidance III Provide for the integration of the proposed solution into the existing Collier County data cornmunications systern, based on the Collier County Information Technology's TACS, (Technical Architectural Compatibility Standards). The proposed system must be able to be supported by Collier County IT personnel with vendor support. E-7 1688 Work Orders The issuance of Work Orders is ongoing and multiple Work Orders maybe assigned simultaneously. Completed work on a task will be billed at the hourly rate governed by the contract. All Work Orders issued will be in writing. The Consultant(s) must proYide a written estimate of the man-hours required and corresponding cost for each Work Order. A TM must approve each cost estimate in writing before the Consultant(s) initiates work on the task(s). Each Work Order will contain its own completion date. The completion date of a Work Order may extend beyond the expiration date of the Contract, as long as the Work Order is issued prior to the expiration date of the Contract. No work on any task shall begin without a formal Notice to Proceed being issued. The County reserves the right to order such services from selected firms as may be required during said period, but does not guarantee any minimum or maximum services to be ordered during the period specified from any giyen firm. Work Order service assignments shall be at the sole discretion of the County. Work order assignments for CCNA contracts shall be made in accordance with the Best Value Offer (BVO) procedure as approved by the Board of County Comrnissioners on February 10, 2009. The contracts are classified as fixed-term Countywide Agreements for various and miscellaneous consulting services which will be utilized on an as-needed basis. Assignments shall be implemented with Work Orders subject to a maximurn of $200,000 per Work Order and with a rnaximum yearly contract amount of $750,000 per firm. Work Order assignrnents in excess of $200,000 (or the County's current cornpetitive threshold) shall be approved by the Board of County Commissioners. The following personnel based on their position at ATM are authorized to issue Work Orders: Alternative Transportation Modes (ATM) Department Director A TM Principal Planner A TM, Purchasing and the Consultant(s) shall negotiate a Maximum Fee for each individual Work Order. 10-8 1688 The Maximum Fee shall be determined in accordance with the following provisions: a) The Maximurn Fee amount established for each Work Order shall be the agreed man hour effort required for performance of the desired services at the approved hourly rates, plus miscellaneous and out-of-pocket expenses, plus the cost of negotiated expenses (if any). b) The approved hourly rates per job classification for the Prime Consultant(s) and any Subconsultant(s) to be applied to this contract are set forth in the Fee Structure provided by contractor. c) Miscellaneous and out-of pocket expenses for the Prime Consultant(s) and Subconsultant(s) shall be established for each Task Order covered by this Agreement and will consist of the following: Out-of-pocket expenses include incidental costs of printing, materials, expendable equipment, and travel within the limits of Florida Statute 112.061, equipment rental, long distance calls, and tolls. Itemized receipts which include detailed description of expense(s) shall be provided for reimbursement. No reimbursement shall be given without a proper receipt. Deliyerables Each Work Order will define the deliverables. Deliverables shall be accepted by the appropriate ATM project manager before payment for such work. 10-9 ACORD. CERTIFICATE OF LIABILITY INSURANCE OPID RENAI-2 10/05/09 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PROOUCER Brown & Brown of Florida, Inc. 2600 Lake Lucien Dr., Ste. 330 Maitland FL 32751-7234 Phone: 407-660-8282 Fax:407-660-2012 INSURED I INSURERS AFFORDING COVERAGE I Ir~':,Uf.!t:f.!A AII.ric:.n st..t.$ tn.:oU:I;ilne. Co. NAlC# 19704 Renaissance Planning :mc 121 South Orange Ave Orlando FL 32801 Group #1200 i INSIIRER B INSUREf~ C Twin city Fire Ins. Co. INSIJRERD INSUREr, E COVERAGES THE POllCIES:JF rr-.SURANCE LISTED BELOW HAVE BEEN 1:~SUt:D TO THE I"JSUREO rVIMED ABOVE FOR THE POLICY PERIO[J Ir~DICi\TEO ~.ICTWITHSTNJDI~jG ANY REQUIREMENT, TERM OR ,'::ONOITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT T(, WHICH THIS CERTIFCATE fv1AY BE ISSUED CR MAY PeRTAIN, rHE INSURANCl:: AFfORDED BY rHE POllUte; ['ESCRIBED I-ERl::IN is SIJB,~E::T TO ALL lHI:: I:::RW';, E)<L_USI')NS AND cor.JDITIi)N~; ,Y' SUI_H POLICIES AGG~E(,ATE LIMITS SHOWN MAY HAV~ BEEN REDUCED BY FAIC CLAIMS -- ------ -- - - POLlCY P~IRATlOff- ------- ...-- LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE (MMfDDfY'Y) DATE (MMIDOfY'Y) LIMITS ~NERAL LIABILITY EACH OCCURRENCE $1000000 A .l'... COMMERCAl (;ENERAlllABllITY 01-CH-726722-10 12/14/08 12/14/09 ~~.~,,'-, ,'_"'" ou , 300000 jCLAIMS MADE ~ OC:=UR PRE\i1ISES(Eaocwrencel - ~_EXP (Any Jn8 person) '10000 -- PERSONAL & ADV II\.IURY , 1000000 .. ------ ---- -- C"ENERAL AGGRE')ATE ,2000000 -- GEN'L AGGREGATE liMIT APPLlE:3 PER P'<OCU(TS - COMP/(lP AGG , 2000000 IF n~RO- nL0'C POLICv JECT AUTOMOBILE LIABILlT\' COMBI~JEO SINGLE UMIT - $1,000,000 _X ANY AUTO (Eaaccident) ------ . - ALL OWl\ED AUTOS i ! BCDIL'( INJURY le8rpersollJ . i: SCHFDIIl FD AI)"'O:::' A HIRED AUTOS 01-CH-726722-10 12/14/08 12/14/09 W)DIL\ l'jJIJRY (per accident) I ~ NON-OWNED AUTOS ----- .. P"!OPERTi OAM.'.,G= I (F'8raCClGenn , hAGE LIABILIT\' , Al IT':) ONLY - EAA,CCIDENT $ --l ANY AUTO OTHERTH."N EAACC . ,~"-JTO ONLY ,ADG $ EXCESSlUMBRELLA LIABILITY t EACH OCCURRENCE .3,000,000 A ~ OCCUR [J CLAIMS W..oE 01SU400614-01 12/14/08 ,------ $ 3,000,000 12/14/09 I AGGREGATE I I I ==1 ~EDJCTI8LE 1$ I I RETENTICN 110,000 $ I WORKERS COMPENSATION AND 11/15/081 XT6R\t:~II~ ()~~ EMPLOYERS' LIABILITY - B ANY PROPRIETORiP,6.RTNERIEXECUTIVE 21WECGF7388 11/15/09 EL Ef\CH ACCIDENT $1000000 OFFICERf7I..1EMBER EXC:..UDED? EL DISE.ASE- EA EMPI_OYFF .1000000 ilfyeS,deSCribeUnr:ler ! $ 1000000 SPECIAL PROVISIONS below E L. DISEASE POL CY LIMIT I OTHER I 01-CH-726722-10 I I A I VALUABLE PAPERS 12/14/08 12/14/09 VALUABLE 25,000 . PAPERS OESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADOED BY ENDORSEMENT I SPECIAL PROVISIONS contract #09-5207 Project Name Collier county. Certificate holder has additional insured status as granted by the general liability policy only with respects to the operations of the named insured. 30 days notice of cancellation except for 10 days for non-payment. CERTIFICATE HOLDER CANCELLATION COLLIE6 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Collier County Contract DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN - Specialist NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Collier county PurChasing Dept IMPOSE NO OBLIGATION OR LIABILIT\' OF ANY KINO UPON THE INSURER. ITS AGENTS OR 3301 Tamiami Trail East Naples FL 34112 REPRESENTATIVES AUTHORIZED REPRESENTATIVE ~'---,-,;--_' ACORD 25 (2001/08) @ACOROCORPORATION1988 separation Of Insured: Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this coverage Part for the first Named Insured,this insurance applies: a. As if each Named Insured were the only Named Insured; and b. separately to each insured against whom claim is made or suit is brought 30 days notice of cancellation except for 10 days for non-payment of premium. ~o., DO D. '0,0'. leatzolU in!! 630-928-0595 l6 Pta ~ , '"H.-,;.....-,.~~ CERTIFICA fE OF LIABILITY INSURANCE PRODUCER TMI8 CIIRTlFJCATE 18188U1D A8 A MATTSR OF INFORMATION ONI.Y ANDCDNFERS NO RIGHTS UPON THE CERTIFICATe Leatzow Insurance HOLDlR. THIS CERTI'ICJ\TI DOS8 NOT M18NO. EXTEND OR 2301 W. 22nd Street Sulle 208 AI. TER THI! COVERAGE AFfORDeD BY THE POUCY BELOW. COMPANII!S AFPORDINlJ COVERAOl! Oak Brook, IL 60523 COMPANY A New Hampshire Insurance Company INSURED CottPANY Renaissance Planning Group. Inc. B 121 South Orange Ayenue COMPANY Suite 1200 C Orlando, FL 32801 COMPANY D -- - - - -- - -- - -~ - , , ~ I ~! \' " ) THIS IS TO CERTIfY THE POllan OP INSURANCE LISTED BElOW HA\IIIIl!l!N ISSUED TO ltl& INSURtlO NAMIID A80\lll POR TIla POLICY PERIOD INDICATED. NO'IWITHSTANOING ANY REQUlREMl!NT, TIRM OR CDNDIT10N OP ANY CONTRACT OR OTHER DOCWeHTWITH RESPECT TO WHICH THIS CERTlI'lCATE NAY Be ISSUED OR MAY PERTAIN. THE INSURANCI! AFFORCED rrt THE POLIaES DESCRIBED HEREIN IS SUBJECT TO All THI! TeRMS. EXCLUSIONS AND CONDmONS OF SUCH POlICIES. LlMTS SHOWN MAY HAW SIIN RIDUCED BY PAD ClAIMS. CD lTR TYPE DP INSURANC& POUCY NUMBER POLICY &PI'IICTIVE POLICY EXPUU\TION DATI (MIMlO/YVI DATEIMINDDlYYI LIMITS GENERAL UABILITY COMK;EHENSN'! ~ORM PREMISESIOPERAllONS UNDERGROUND ElCPL03ION COLLAPSE HAZAAO PROOUCTSiCOPMLfTED OPER CONfR.o\CT\JAL INDEPENDENT CONTRACTORS BROAD FORM P....OPI!:...T'f CAMI\OI! PERSO.W. INJURY BODIlY' INJURY ace BODLY' INJURY "00 . . DOES NOT APPLY PROPERlY OAMAO& ace s PItOPIRlY DAMAGE AGO S .& PO COMIIINED occ S "" PO COMIINED AGG , PERSONAL INJURY AGo s AUTOMOBILE UA81LlTY AHYAVTO AU.. OWNED AUTQStP.tv.t. P....) All OII\t'NI'D AUTOS (Othtl1Nn PrMtII Putl~ H1REOI\lJTOS NON-OWNEDAVrOS OARAoe LWlIUTY EXCESS lIABIUTY UMBRELLA FORM OTHER I'HAN UNMB.l.A FORM ilODLYINJURV Ch''''fNlIJ BODl. Y INJURY (PerAccId.nQ . . DOES NOT APPLY PROPlftlY OMtAGE . DOES NOT APPLY BCDlL'1INJURY PROPERTY OAMAGE COMBINED EAat OCCURENCE AGGRtiO...n: . WOflKlR8 COIWENSATION AND IMPlOYERr LJA.8IUTY ntI: PROPRlfiTORI PARTNERSlEXEcunve OfFlCEH8 ARE: INCl eXCL DOES NOT APPLY . S A OTH'" Professional Uability DESCRIPTION OP OPI!RATIONSIt.OCATIONINIHICllI8/aPICIAL ITeMS 008937t 14 10/t4/2008 10/14/2009 1,000,000 each claim 2,000,000 aggregate Re: Collier Counly Conlract #09-5207 Collier County Purchasing Dep!. Alln: Rhonda Cumings 3301 TBmlami Trail East Naples, FL 34112 5HOUl.O >>tY C#THI! AIIOYIi DE.sauaEO POlICID.. CANCElLED HFOM TH& E.JlPItAlKlN DATllIWYOfI'. THE I55UI<<) C':t:8APAIl'fWl,L IiNDIiAVOR TO MAIL ~ DAYS WfIITTIN N01tCIl0 1H1 ClJmFJCAli HOlDI!R NAMfiO TO 1HI! lEFT, BUT 'AIlUM:lO MHl SUCH NOne. SHALLIMPOSI!NO OBUL1ATION OIllMllUJ'f OF MYlONDinaoNlliECI:JNI'Nl'f,f7'S.AClENTScm" . U!N1' AUTHOfIIIIZIO"UftBEflTATIYa 168 8 MEMORANDUM Date: December 4, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #09-5207: "Consulting Services for the Collier Area Transit Program" Contractor: CH2M Hill, Inc. Enclosed is one original contract, referenced above (Agenda Item #16B8), 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 252-7240. Thank you. Enclosure (l) ITEM NO.:U1,.:y~- D\?:P)<1 168 8 "rvl~hCL :9f1~, R~EIVED: i,'IJlji\!T\i ,Ie ~ ... FILE NO.: REQUEST FOR LEGAL SERVICES r,n D" ; 2 +-1~o; (!J.,f,l2 o..At j: g~t'. OR'i~ ~J2/I ~ z(fI~_1 ROUTED TO: DO NOT WRITE ABOVE THIS LINE Date: October 16, 2009 ~ To: County Attorney's Office S(. ""\ O\.,\J.. \t:>I2.'1 Jeff Klatzkow, County Attorney C) ~-,-- ." -.<: From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 i'-- ~ Re: Contract: #09-5207 "Consulting Services for the Collier Area Transit (CAT) Program" Contractor: CH2M Hill, Inc. BACKGROUND OF REQUEST: This Contract was approved Agenda Item 16.B.8 This item has been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: This is a standard contract with no changes. Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Michelle Arnold, ATM ~~ :v\ b(\ Qj '" 168 8 MEMORANDUM TO: ~ i Ray Carter '_ r \ Risk Management Department ~. lZ C Rhonda Cummings, FCCN, CPPB, Contract specialis~ Purchasing Department FROM: DATE: October 16, 2009 RE: Review of Insurance for Contract: #09-5207 "Consulting Services for the Collier Area Transit (CAT) Program" Contractor: CH2M Hill, Inc. This Contract was approved by the BCC on September 29, 2009; Agenda Item 16.B.8 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 RECEIWD OCT 1 9 2009 RISK MANAGEMENT . 1'1 ~... 't' It t:W C: Michelle Arnold, ATM mausen_g From: Sent: To: Cc: Subject: 168 8 RaymondCarter Tuesday, October 27, 2009 8:44 AM CummingsRhonda arnold_m; DeLeon Diana; mausen_g Contract 09-5207 "Consulting Services for the Collier Area Transit (CAT) Program" All, I have approved the certificate(s) of insurance provided by CH2MHill, Inc for contract 09-5207 which will now be forwarded to the county attorney's office for their review. Thank you, Ray ~~ Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 www.sunbiz.org - Department of State Home Contact Us E-Filing Services Document Searches Forms Help Previous on List Next on List Return To List IEntity NameSearch Events Name History Detail by Entity Name Florida Profit Corporation CH2M HILL, INC. Filing Information Document Number 165770 FEIIEIN Number 590918189 Date Filed 07/12/1951 State FL Status ACTIVE Last Event MERGER Event Date Filed 10/01/2007 Event Effective Date NONE Principal Address 9191 SOUTH JAMAICA ST. ENGLEWOOD CO 80112 US Changed 01/29/2003 Mailing Address POBOX 22508 A TTN TAX DEPT DENVER CO 80222-0508 US Changed 03/17/1999 Registered Agent Name & Address C T CORPORATION SYSTEM C/O C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND RD PLANTATION FL 33324 US Name Changed: 02/22/2007 Address Changed: 02/22/2007 Officer/Director Detail Name & Address Title SECR MCLEAN, MARGARET B 9191 S. JAMAICA ST ENGLEWOOD CO 80112 Title P DEHN, WILLIAM T http://www.sunbiz.org/scripts/cordet.exe?action=DETFTT .&inn no/"' nlltTIhpr=l h.,77(\~r;~~ o I") ;I I") nJ\r\ '~.sunbiz.org - Department of State Page 2 of 4 9191 S. JAMAICA ST ENGLEWOOD CO 80112 Title A VP LATHEN, ROBERT L 9191 S JAMAICA ST ENGLEWOOD CO 80112 Title ASEC PAULA, CHASE W 9191 S. JAMAICA ST ENGLEWOOD CO 80112 Title TREA SHELTON, BRIAN R 9191 S. JAMAICA ST ENGLEWOOD CO 80112 Title VPC SHEA, JOANN 9191 S. JAMAICA ST ENGLEWOOD CO 80112 Annual Reports 16B 8 Report Year Filed Date 2008 03/18/2008 2009 04/20/2009 2009 06/30/2009 Document Images 06/30/2009 -- ANNUAL REPORT 04/20/2009 -- ANNUAL REPORT 03/18/2008 -- ANNUAL REPORT 10t01/2007 -- Merger 04L2012Q01=At>JJ~iU~J,Jif:;EQRI 0212'1'/2_097 -- Reg. Agent Change 05/01/2006 -- ANNUAL REPORT Op/24/200p=ANNUALRf:;PQRL 0413Q/2004 =ANNUAL Rf:;PORT 02/17/2003-- Reg. Alliillj~ange 01/29/2003 -- ANNUAL REPORT 0212812002=ANN.UALBf:;PORL 10/26/2001 -- MerM[ 08/31/2001 -- Merger 04/30/2001 -- ANNUAL REPORT ill)117/2000-=-ANNUAL REPORT_ 03/1]/1999 -- ANNUAL REPORT 04/14/1998 -- ANNUAL REPORT QZ!.2.4L1997 -- ADDRES~ CHAN~E http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&ina doc num her= 1 () 'i770A'r;nn onL! n(\(\o ~.sunbiz.org - Department of State 07/24/1997 -- MISC. 03/05/1997 -- ANNUAL REPORT 05/01/1996 --ANNUAL REPORT QJ!2...4L1~~-=-~t'-!NUALR!;EQRL QJ!~4IHlJJQ=-19.~.!:LANf\!!)AL..B.E PO.RT 0.4L2Q!199.4=-.19.9.4..~Nt'-!UALRE PO R"( 12/27/1993 -- Merger 12!2711~~3 -- Merger 12/27/J993=M(1IW 07!20/1993-- Amendment 04/29/1.993 -- 1993 ANNUAL REPORT Q3/27/1992=J~92~NNI.,JALREPQRI 03/01/1991 -- 1991ANNUALBEPQRT 03/21/1990 --1.990 ANNUAL REPORT 04/14/1989 -1989 ANNUAL REPORT 03/25/1988 -- 1988 ANNUAL REPORT 04/01/1987 -- 1987 ANNUAL REPORT 07{11/1986 - 1986 ANNUAL REPORT 07/26/1985 - 1985 ANNUAL REPORT 06/29/1984 -- 1984 ANNUAL REPORT 06/28/1983 --1983 ANNUAL REPORT 01/10/1983 -- Reg. Agent Change 07/09/1982 -- 1982 ANNUAL REPORT 0.6/30/1981 -- 1981.ANNUAL.B!;PQRI 06!Q~!l~aO-=19aO_ANNVALBEPQRI 01/14/1979--1979ANNUAL REPORT l1Lt7/19Za -- Name Cha.lliL~ Q_Q!23!19.Z~=-Name C.han~ OJ/3Q!.:L97.8..=.19711ANN!.,JALREPQ8I 04/25/1977 -- 1977 ANNUAL REPORT Q4!Q9/1~76=J976ANNI.,JALBEPQRT 04/3Q/197Q=J97QANNVALBEPQRT Q5!23/1974=1Q74ANN VAlREPQ8T .1 0/1Z/tQZ3::JQ73AN NVAlREPORI Q3/Q2/1972-=J 972 At:-LflLUAl.E.EPORT 12/02/1971 -- 1971 ANNVAL.RE;PORT 06116/1971 -- 1971ANNVALREEORI http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&ina doc numhpr=l h'\77()A'J.;nn Page 3 of 4 168 0/"),1 /")(\(\0 'YWW.sunbiz.org - Department of State 08/0Zlt9zo =J.9Zo ANNUAL REPORT 07/22/1970 -1970 ANNUAL REPORT 03/05/1970 -- Amendment 11/28/1969 -- Merger 07/18/1969 -1969 ANNUAL REPORT 07/02/1969 -- 1969 ANNUAL REPORT 07/01/1969 -- 1968 ANNUAL REPORT 07/15/1968 -- ANNUAL REPORT 05/31/1968 - Merger 06/28/1967 -- 1967 ANNUAL REPORT OS/25/1966 -- 1966 ANNUAL REPORT 04/15/1965 -- 1965 ANNUAL REPORT QZ!Z2Ll!l61=-1964 ANNUAL REPOFn Q7121119..Q~=-t9~A.NN!.LAJ,.J,EPORI Q9/49!1lt9_2=-.1992_AN N_UAlJ3EEQRI 06/20/1961 -- 1961 ANNUAL REPORT J2!Q3!1990-- Name Change Q6/10/1960=J959&J960ANNUAlBEPORT Q6!09!1990=J958ANNUAlBEPORT OS/27/1959 -- 1957 ANNUAL REPORT 07/42/1958=J 956ANNUAlBEPORI 09/13/1957 - 1955 ANNUAL REPORT 08/02/1956 -- 1954 ANNUAL REPORT 02/08/1954 -- ANNUAL REPORT 12/07/1953 --1952 ANNUAL REPORT 08/16/1951 -- Reg. Agentchi:loge 07/12/1951 -- Dome,stic Profil Page 4 of 4 168 Note: This is not official record. See documents if question or conflict. Previous on List Next on List Events Name History Return To List I EntityName Search I Home I Contact us I Document Searches I E-Filing Services I Forms I Help I Copyright and Privacy Policies Copyright @ 2007 State of Florida, Department of State. http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&ina doc nllmh~r= 1 "'\77()A'r;nn o /') A /') 000 RLS # tJc;- PfCt - (J /399 CHECKLIST FOR REVIEWING CONTRACTS Entity Name: (PH L. M 1+1 L-l I {AJe.., Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)? Commercial General Liability General Aggregate Required $ '''2- ~ l V Products/CompVOp Required $ Personal & Advert Required $ Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $ [Mt \..... Workers Compensation Each accident Required $ 7" Disease Aggregate Required $ Disease Each Empl Required $ Umbrella Liability Each Occurrence Provided $ I M ( L Aggregate Provided $ I ( Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $--Z-MIL- Per Aggregate Required $ Other Insurance Each Occur Type: Entity name correct on contract? Entity registered with FL Sec. of State? 4 Required $ County required to be named as additional insured? County named as additional insured? Indemnification Does indemnification meet County standards? Is County indemnifying other party? Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Provided $ Provided $ Provided $ Provided $ Provided $ LYes t,,/Yes -LYes l/Yes Yes ~Yes S- M/ L- I I " ,S- M(L- r I tf Provided $ :J. MIL- Provided $ Provided $ Provided $ I 'Mil II I ( No No r../" No _No Exp. Date Exp. Date Exp. Date Exp. Date Exp. Date ~/t I/~ II II Exp Date q-J I / /P ( Exp Date :r; / I / /~ Exp Date {r / Exp Date I I Exp Date 'fJ / / liP Exp Date ' I./'"'Yes Provided $2- fv\ I L Provided $ i ( Provided $ "/Yes VYes dYes _Yes Yes Yes _Yes Yes Yes Yes y/'Yes --1.LY es V Yes VYes ~Yes Exp. Date Exp. Date ~/,I/o Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? I ( No ~No No No No ~o ~o ~o No Attachments Are all required attachments included? No No No 1.6B 8 No No I r , r No Exp Date_ No No ~Qftft~L~::f p ~ tVl up'r d!J~ ~ No - Reviewer Initial~D~ Date: I't ~ 04-COA-OI 30/2 2 16B 8 CH2MHILL '. SECRETARY CERTIFICATE I, Paula W. Chase, Assistant Corporate Secretary of CH2M HILL, Inc., hereby certify that the following is a resolution adopted by the Board of Directors by Unanimous Written Consent on July 7,2008. I further certify that said resolution is in full force and effect as of November 11, 2009: BE IT RESOLVED that the authority to execute, on behalf of this corpora.tion, or any of its affiliates or sub- sidiaries, agreements pertaining to performing services for clients is hereby granted by this Board of Directors to all designated officers of the corporation. BE IT FURTHER RESOLVED that the President or Chief Financial Officer may, from time to time, authorize individual employees of the corporation, or any of its affiliates or subsidiaries, to execute agreements pertaining to performing services for clients. Provided, however, that such authorization is in writing authorizing the individual by name and title to execute agreements. BE IT FURTHER RESOLVED that the authority to execute, on behalf of this corporation, or any of its affiliates or subsidiaries, agreements other than those pertaining to performing services for clients is hereby granted by this Board of Directors to all designated officers of the corporation. BE IT FURTHER RESOLVED that the President or Chief Financial Officer may, from time to time, authorize individual employees of the corporation, or any of its affiliates or subsidiaries, to execute agreements other than those pertaining to performing services for clients. Provided, however, that such authorization is in writing authorizing the individual by name to execute agreements. I further certify that Alan F. Bollinger is Designated Manager and Business Vice President of CH2M HILL, Inc., and has been granted authOrity in accordance with the above resolution and may sign documents on behalf of the firm in an amount up to $25,000,000. Dated this 11th day of November, 2009. .~CUdSej Jlt la W. Chase, Assistant Secretary State of Colorado County of Douglas Subscribed and sworn to before me by Paula W. Chase, known to me to be the Assistant Secretary of CH2M HILL, Inc" this 11th day of November, 2009. <l'j /,_~; . _ ,,./-'-'<--7/"'~- { c;? rf)/ ;>/7::,," if - _!: Notary Publici' .. // My commission expires: ., ://l7/;:;l()/ [; ~~........... ""' '>)y ..' ". "1- ~ /" b , -z ......~ ....,' C" O~-< {,; lJ) :-l: h . Q: r ::z> V-r; f" ; - :u :r-}; \~....~ "/;;''/ ;.. <iV'l_' '. .' \' ,.' -~~U .......... ~~./ ~.-".~.,~. ~~- 16B 8 Contract 09-5207 Consulting Services for the Collier Area Transit (CAT) Program FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 29th day of September, 2009, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and CH2M Hill, Inc., authorized to do business in the State of Florida, whose business address is 5801 Pelican Bay Boulevard, Suite 505, Naples, Florida 34108 (hereinafter referred to as the "CONSULTANT"), WIT N E SSE T H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT Planning, Urban Design and General Consulting in accordance with Schedule E, Scope of Services, for services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT Planning, Urban Design and General Consulting services which includes Category I - TransitlTransportation Operations and Financial Planning, Category II - Technical Studies, Category III - Urban Design and 1 168 8 Environmental Services, and Category IV - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Information System (GIS) as described in Schedule E, Scope of Services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Planning, Urban Design and General Consulting services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners, and that the total initial compensation for all Work Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved in writing by the Board of County Commissioners of Collier County. 2 168 8 The Owner shall provide a summary of Work to be performed which will afford the Contractor the opportunity to submit a formal quotation for the Work; the Contractor shall respond with the information sought within seven (7) working days. For projects with an estimated cost up to Two Hundred Thousand Dollars ($200,000) or less, the Owner shall obtain written proposals from at least three (3) or more of the selected firms, negotiate favorable project terms and conditions, and issue a numbered Work Order, signed by the Department Director to initiate the projects. These quotes may be obtained electronically via the On-Line Bidding System. Completion time and the collection of liquidated damages may be specified in the Quotation and a Performance Bond may be required. A Certification of Final Completion will be required by the County in order for the Contractor to receive final payment. For projects with an estimated cost over Two Hundred Thousand and One Dollars ($200,001) and less than Five Hundred Thousand Dollars ($750,000), competitive quotes shall be solicited from at least three (3) of the selected firms in the specific categories. The Consultant shall respond with the information sought within seven (7) working days, The County will negotiate favorable project terms and conditions, and issue a numbered Work Order to initiate the projects. Staff recommendations will then be submitted to the Board of County Commissioners for approval after County Attorney approval. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 3 168 8 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1,2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2,6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other 4 16~ 8 governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1,5 CONSULTANT hereby designates Bill Gramer, P.E., as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any 5 168 8 other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1,7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional Planning, Urban Design and General Consulting services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The 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 6 J.6cl 8 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. 7 168 8 ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2,1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. 8 168 8 ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order, 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design 9 168 8 objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order, Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, 10 16B 8 then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion, 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be 11 168 8 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder, 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any), 5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly with a cap or some other agreed to format) contained in each separate Work Order shall be based on the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time 12 168 8 reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of this Agreement provided for in paragraph 4.6 above, as directed by OWNER. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F,S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3, Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 13 168 8 5.2.2.6 Other items on request and approved in writing by the OWNER. 5,2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5,3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services, 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 14 168 8 ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 15 168 8 ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law, OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, 16 16B 8 but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3,1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions, 17 16B 8 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 18 168 8 ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10,1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm, Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the 19 168 8 CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights, Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors, 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. 20 16B 8 ARTICLE 12 TERMINATION OR SUSPENSION 12,1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 21 16B B 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 22 168 8 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. 23 168 8 ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order, 13.2 In accordance with provisions of Section 287.055, (5)(a) , Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. 24 168 8 ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 16 NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Purchasing Building 3301 Tamiami Trail East Naples, FL 34112 Attention: Stephen Y. Carnell, Purchasing/GS Director Fax: 239-732-0844 25 168 8 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: CH2M Hill, Inc. 5801 Pelican Bay Blvd" Suite 505, Naples, FL 34108 Telephone: 813-224-8862 Fax: 813-226-2106 Attn: Richard Dreyer, AICP 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3 This Agreement is not assignable, or otherwise transferable in whole or In part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 26 168 8 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17,8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17,9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded 27 168 8 by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a 28 16B 8 public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20,1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 29 169 8 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. 30 168 8 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for 09-5207 Consulting Services for the Collier Area Transit (CAT) Program the day and year first written above. ATTEST: \ . JII'/) Dwight E, 'Brock; 'CI:~f-k By: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Date: Attest /.' , , "9M'" "U"':,,,)' By: Donna Fiala, Chairman tf~ J~ CH2M Hill, Inc. ~~ Witn~ss t.At1I>~/'1'1' Al1<;~/ >, !I'qy,rt- ~"fJr/\ Typed Name and Title Wtlness ~ _ ~ez- l.\ - ~) At1VV"'."~-1~ ~~~+- ed Name and itle By: ).Q ~ Al!!o 'i3DlIi~+ Uid/, P((.\iM Typed Nam nd itle Item # l(Q~ 31 168 8 EXHIBIT A - Contract 09-5207 Consulting Service for the Collier Area Transit (CAT) Program FEDERAL TRANSIT ADMINISTRATION GRANTCOMPLlANCE REQUIREMENTS FOR CFDA 20.507/20.509 TABLE OF CONTENTS Check Box If Applicable A.1 - Federallv Reauired and Other Model Contract Clauses [8J 1. Fly America Requirements (applies if foreign travel or transport) o 2. Buy America Requirements o 3. Charter Bus and School Bus Requirements o 4. Cargo Preference Requirements [8J 5. Seismic Safety Requirements (A&E for new buildings and additions) [8J 6. Energy Conservation Requirements [8J 7. Clean Water Requirements o 8. Bus Testing - Sign Certification o 9. Pre-Award and Post Delivery Audit Requirements - Sign Certification [8J 1 O. Lobbying - Sign Certification [8J 11. Access to Records and Reports [8J 12. Federal Changes o 13. Bonding Requirements [8J 14. Clean Air o 15. Recycled Products o 16. Davis-Bacon and Copeland Anti-Kickback Acts o 17. Contract Work Hours and Safety Standards Act 18. [Reserved] [8J 19. No Government Obligation to Third Parties [8J 20. Program Fraud and False or Fraudulent Statements and Related Acts [8J 21. Termination [8J 22. Government-wide Debarment and Suspension Sign Exhibit P [8J 23. Privacy Act [8J 24. Civil Rights Requirements [8J25. Breaches and Dispute Resolution [8J 26. Patent and Rights in Data o 27. Transit Employee Protective Agreements [8J28. Disadvantaged Business Enterprises (DBE) 29. [Reserved] [8J 30. Incorporation of Federal Transit Administration (FTA) Terms 031. Drug and Alcohol Testing [8J 32. ADA Access [8J 33. ITS Standards ~ 34. ARRA Special Terms and Conditions Certificates requiring signature must be completed and submitted at time of proposal submittal to be considered for award. The services performed by the awarded Contractor shall be in compliance with all applicable FT A regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. A-1 168 8 1. FLY AMERICA REQUIREMENTS 49 U.S.C. 940118 41 CFR Part 301-10 Applicabilitv to Contracts The Fly America requirements apply to the transportation of persons or property, by air, between a place in the U.S. and a place outside the U.S., or between places outside the U.S., when the FTA will participate in the costs of such air transportation. Transportation on a foreign air carrier is permissible when provided by a foreign air carrier under a code share agreement when the ticket identifies the U.S. air carrier's designator code and flight number. Transportation by a foreign air carrier is also permissible if there is a bilateral or multilateral air transportation agreement to which the U.S. Government and a foreign government are parties and which the Federal DOT has determined meets the requirements of the Fly America Act. Flow Down Requirements The Fly America requirements flow down from FTA recipients and subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. Flv America Reauirements The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 2. BUY AMERICA REQUIREMENTS (NOT APPLICABLE) 49 U.S.C. 5323(j) 49 CFR Part 661 3. CHARTER BUS REQUIREMENTS(NOT APPLICABLE) 49 U.S.C. 5323(d) 49 CFR Part 604 3. SCHOOL BUS REQUIREMENTS(NOT APPLICABLE) 49 U.S.C. 5323(F) 49 CFR Part 605 4. CARGO PREFERENCE REQUIREMENTS(NOT APPLICABLE) 46 U.S.C. 1241 46 CFR Part 381 5. SEISMIC SAFETY REQUIREMENTS 42 U.S.C. 7701 et seq. 49 CFR Part 41 Applicabilitv to Contracts: The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. A-2 168 8 Flow Down: The Seismic Safety requirements flow down from FTA recipients and subrecipients to first tier contractors to assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all subcontractors. Seismic Safety - The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 6. ENERGY CONSERVATION REQUIREMENTS 42 U.S.C. 6321 et seq. 49 CFR Part 18 Applicabilitv to Contracts: The Energy Conservation requirements are applicable to all contracts. Flow Down: The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier. Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. CLEAN WATER REQUIREMENTS 33 U.S.C. 1251 Applicabilitv to Contracts: The Clean Water requirements apply to each contract and subcontract which exceeds $100,000. Flow Down: The Clean Water requirements flow down to FTA recipients and subrecipients at every tier. Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et sea. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 8. BUS TESTING(NOT APPLICABLE) 49 U.S.C. 5323(c) 49 CFR Part 665 9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS (NOT APPLICABLE) 49 U.S.C. 5323 49 CFR Part 663 A-3 luJ 8 10. LOBBYING 31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20 Applicability to Contracts: The Lobbying requirements apply to Construction/Architectural and Engineering/Acquisition of Rolling Stock! Professional Service Contract/Operational Service Contract/Turnkey contracts. Flow Down: The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti-Lobbying Amendment, 31 U.S.C. 9 1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. ~ 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING D Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned and belief, that: ( Contractor) certifies, to the best of his or her knowledge (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. 9 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. A-4 168 8 Note: Pursuant to 31 U.S.C. 9 1352(c)(1 )-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Title of Contractor's Authorized Official Date Name and 11. ACCESS TO RECORDS AND REPORTS 49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 Applicabilitv to Contracts: Reference Chart "Requirements for Access to Records and Reports by Type of Contracts" Flow Down: FT A does not require the inclusion of these requirements in subcontracts. Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. A-5 168 8 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). Contract Characteristi cs I State Grantees a. Contracts below SAT ($100,000) b. Contracts above $100,OOO/Ca pital Projects II Non State Grantees a. Contracts below SAT ($100,000) b. Contracts above $1 00 , OOO/Ca pital Projects Requirements for Access to Records and Reports by Types of Contract Operational Construction Architectur Acquisition Service al of Rolling act Engineerin Stock g Profession al Services None Those None None None None imposed on state None pass thru Yes, if non- None None None unless 1 to competitive unless unless unless non- Contractor award or if non- non- non- competitive funded competi- competi- competi- award thru2 tive award tive award tive award 5307/5309/ 5311 Those Yes3 imposed Yes Yes Yes Yes on non- Yes3 state Yes Yes Yes Yes Grantee pass thru to Contractor 12. FEDERAL CHANGES 49 CFR Part 18 Applicabilitv to Contracts: The Federal Changes requirement applies to all contracts. Flow Down: The Federal Changes requirement flows down appropriately to each applicable changed requirement. Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 13. BONDING REQUIREMENTS (NOT APPLICABLE) A-6 168 8 14. CLEAN AIR 42 U.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18 Applicabilitv to Contracts: The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. Flow Down: The Clean Air requirements flow down to all subcontracts which exceed $100,000. Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. 99 7401 et sea. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 15. RECYCLED PRODUCTS (NOT APPLICABLE) 42 U.S.C. 6962 40 CFR Part 247 Executive Order 12873 16. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS (NOT APPLICABLE) 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (NOT APPLICABLE) 18. r RESERVED 1 19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicabilitv to Contracts: Applicable to all contracts. Flow Down: Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. A-7 168 8 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.C. 3801 et seq. 49 CFR Part 3118 U.S.C. 1001 49 U.S.C. 5307 Applicabilitv to Contracts: These requirements are applicable to all contracts. Flow Down: These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. S 3801 et sea. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FT A assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Actof 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. S 5307, the Government reserves the right to impose the penalties of 18 U.S.C. S 1001 and 49 U.S.C. S 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 21. TERMINATION 49 U.S.C. Part 18 FT A Circular 4220.1 E Applicabilitv to Contracts: All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Flow Down: The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning. a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs. A-a 16B 8 b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time periOd in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. A-9 If, after tennination for failure to fulfill contract obligations, it is detennined that the Contractor was nlBe~lt, th~9hts and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient). h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be A-10 168 8 paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 22. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NON PROCUREMENT) Backaround and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549, Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31 U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions. " Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by . If it is later determined that the bidder or proposer knowingly rendered A-11 168 8 an erroneous certification, in addition to remedies available to , the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 23. PRIVACY ACT 5 U.S.C. 552 Aoolicabilitv to Contracts: When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. Flow Down: The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier. Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. 9552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. (2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 24. CIVIL RIGHTS REQUIREMENTS 29 U.S.C. S 623, 42 U.S.C. S 2000 42 U.S.C. S 6102, 42 U.S.C. S 12112 42 U.S.C. S 12132,49 U.S.C. S 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq. Aoolicabilitv to Contracts: The Civil Rights Requirements apply to all contracts. Flow Down: The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. 9 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. 96102, section 202 of the Americans with Disabilities Act of 1990,42 U.S.C. 9 12132, and Federal transit law at 49 U.S.C. 95332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FT A may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: A-12 168 8 (a) Race. Color. Creed. National Oriain. Sex - In accordance with Title VII of the Civil Rights Act. as amended, 42 U.S.C. 9 2000e. and Federal transit laws at 49 U.S.C. 9 5332. the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations. "Office of Federal Contract Compliance Programs. Equal Employment Opportunity. Department of Labor." 41 C.F.R. Parts 60 et sea.. (which implement Executive Order No. 11246. "Equal Employment Opportunity," as amended by Executive Order No. 11375. "Amending Executive Order 11246 Relating to Equal Employment Opportunity." 42 U.S.C. 9 2000e note). and with any applicable Federal statutes. executive orders. regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed. and that employees are treated during employment. without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to. the following: employment. upgrading. demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Aae - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. 99 623 and Federal transit law at 49 U.S.C. 95332. the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition. the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities -In accordance with section 102 of the Americans with Disabilities Act, as amended. 42 U.S.C. 9 12112. the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission. "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act." 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA. modified only if necessary to identify the affected parties. 25. BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FTA Circular 4220.1E ADDlicabilitv to Contracts: All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual. or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance. retained earnings, liquidated damages or other appropriate measures. Flow Down: The Breaches and Dispute Resolutions requirements flow down to all tiers. Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by (Recipient). Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable. a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. A-13 16B 8 Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 26. PATENT AND RIGHTS IN DATA 37 CFR Part 401 49 CFR Parts 18 and 19 Applicabilitv to Contracts: Patent and rights in data requirements for federally assisted projects ONL Y apply to research projects in which FT A finances the purpose of the grant is to finance the development of a product or information. These patent and data rights requirements do not apply to capital projects or operating projects, even though a small portion of the sales price may cover the cost of product development or writing the user's manual. Flow Down: The Patent and Rights in Data requirements apply to all contractors and their contracts at every tier. CONTRACTS INVOL VING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data - This following requirement applies to each contract involving experimental, developmental or research work: (1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. S 18.34 and 49 C.F.R. S 19.36, the Federal Government reserves a royalty-free, non- exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b).f of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FT A. A-14 168 8 (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FT A determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. (e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (f) Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (~, a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.s. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (4) The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FT A. B. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research work: (1) General-If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of A-15 168 8 Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. 27. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (NOT APPLICABLE) 49 U.S.C. t 5310, t 5311, and t 5333 29 CFR Part 215 28. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 26 Backaround and Applicability The newest version on the Department of Transportation's Disadvantaged Business Enterprise (DBE) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT-assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, 49 Code of Federal Regulations, Part 26, Participation by Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs. Collier Area Transit's goal for DBE participation is 12.06%. b. A separate contract goal has not been established for this procurement. c. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as Collier County deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). d. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. In order to comply with the provisions of 49 CFR 26, the bidder/offeror agrees to the following: · Bid Opportunity List - shall submit with all Requests for Proposals and Invitations for Bid. · Anticipated DBE Participation Statement - shall submit with all Requests for Proposals and Invitations For Bid. · DBE Directory - the bidder/offeror may use the online DBE directory, BizNet, www.bipincwebapps.com/biznetfloridaJ to locate ready, willing, and able DBE's to perform sub- A-16 16B 8 contractor work or sub-consultant work on USDOT assisted contracts. · Subcontractor Payment Report - shall submit monthly to comply with monitoring requirements of 49 CFR 26. e, The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from Collier County, In addition, the contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's work related to this contract is satisfactorily completed. f. The contractor must promptly notify Collier County, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of Collier County. 29. r RESERVED 1 30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FTA Circular 4220.1E Applicability to Contracts: The incorporation of FTA terms applies to all contracts. Flow Down: The incorporation of FTA terms has unlimited flow down. Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FT A Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FT A terms and conditions. 31. DRUG AND ALCOHOL TESTING (NOT APPLICABLE) 49 U.S.C. ~5331 49 CFR Parts 653 and 654 32. ADA Access 49 U.S.C. ~5301 Access for Individuals with Disabilities. The Recipient agrees to comply with 49 U.S.C. ~ 5301 (d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, with 29 U.S.C. ~ 794, which prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. ~~ 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities; and with the Architectural Barriers Act of 1968, as amended, 42 A-17 168 8 U.S.C. SS 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, and any subsequent amendments to these laws or other laws pertaining to access for individuals with disabilities to the extent applicable. 33. ITS Standards 5206( e) Section 5206(e) of the Transportation Equity Act for the 21st Century, Public Law 105-178, 112 Stat. 547, pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation (US DOT). 34. ARRA SPECIAL TERMS AND CONDITIONS Funds appropriated under the Recovery Act The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, (Recovery Act) was enacted to preserve and create jobs and promote economic recovery, assist those most impacted by the recession, provide investments needed to increase economic efficiency by spurring technological advances in science and health, invest in transportation, environmental protection, and other infrastructure that will provide long-term economic benefits, stabilize State and local government budgets, in order to minimize and avoid reductions in' essential services and counterproductive State and local tax increases. The Contractor shall comply with all terms and conditions in the Recovery Act relating generally to governance, accountability, transparency, data collection and resources as specified in Act itself and as discussed below. Registration Section 1512 provides that first tier Contractors of ARRA funds must register with Central Contractor Registration database (CCR). CCR registration can be completed at http://www.ccr.gov. CCR registration must be completed before the first quarterly Section 1512 report is due. Federal reporting on projects funded by the Recovery Act, will require contractors to report their DUNS number. The DUNS number is issued by Dun and Bradstreet. If you do not know your DUNS number, visit www.dnb.com and click on "D & B D-U-N-S Number" to obtain a number. Compliance with American Recovery and Reinvestment Act of 2009: This project is subject to the criteria and conditions of the Recovery Act of 2009 and shall satisfy the federal reporting requirements for the project(s), through monthly reports, for both the contractor and subcontractors. The Contractor shall provide the required information on form(s) provided by the County in the timeframe indicated in the instructions and shall further include these reporting requirements in all su bcontracts. Authority of the Comptroller General: A-18 16 B ' 8~" Section 902 ofthe ARRA of 2009 provides the U.S. Comptroller General and his representatives the authority: (1) to examine any records of the Contractor or any of its subcontractors, or any State or Local agency administering such contract, that directly pertain to/ and involve transactions relating to/ the contract or subcontract; and (2) to interview any officer or employee of the Contractor or any of its subcontractors, or of any State or Local government agency administering the Contract, regarding such transactions. Accordingly, the Comptroller General and his representatives shall have the authority and rights 'as provided under Section 902 of the ARRA with respect to this Contract, which is funded with funds made available under the ARRA. Section 902 further states that nothing in this Section shall be interpreted to limit or restrict in any way any existing authority of the Comptroller General. 52.204-11 - American Recovery and Reinvestment Act-Reporting Requirements. As prescribed in 4.1502, insert the following clause: American Recovery and Reinvestment Act-Reporting Requirements (Mar 2009) (a) Definitions. As used in this clause- "Contract," as defined in FAR 2.101, means a mutually binding legal relationship obligating the seller to furnish the supplies or services (including construction) and the buyer to pay for them. It includes all types of commitments that obligate the Government to an expenditure of appropriated funds and that, except as otherwise authorized, are in writing. In addition to bilateral instruments, contracts include (but are not limited to) awards and notices of awards; job orders or task letters issued under basic ordering agreements; letter contracts; orders, such as purchase orders, under which the contract becomes effective by written acceptance or performance; and bilateral contract modifications. Contracts do not include grants and cooperative agreements covered by 31 US.C. 6301, et seq. For discussion of various types of contracts, see FAR Part 16. "First-tier subcontract" means a subcontract awarded directly by a Federal Government prime contractor whose contract is funded by the Recovery Act. "Jobs created" means an estimate of those new positions created and filled, or previously existing unfilled positions that are filled, as a result of funding by the American Recovery and Reinvestment Act of 2009 (Recovery Act). This definition covers only prime contractor positions established in the United States and outlying areas (see definition in FAR 2.101). The number shall be expressed as "full-time equivalent" (FTE), calculated cumulatively as all hours worked divided by the total number of hours in a full-time schedule, as defined by the contractor. For instance, two full-time employees and one part-time employee working half days would be reported as 2.5 FTE in each calendar quarter. "Jobs retained" means an estimate of those previously existing filled positions that are retained as a result of funding by the American Recovery and Reinvestment Act of2009 (Recovery Act). This definition covers only prime contractor positions established in the United States and outlying areas (see definition in FAR 2.101). The number shall be expressed as "full-time equivalent" (FTE), calculated cumulatively as all hours worked divided by the total number of hours in a full-time schedule, as defined by the contractor. For instance, two full- time employees and one part-time employee working half days would be reported as 2.5 FTE in each calendar quarter. "Total compensation" means the cash and noncash dollar value earned by the executive during the contractor's past fiscal year of the following (for more information see 17 CFR 229.402(c)(2)): (1) Salary and bonus. (2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. A-19 168 8 (3) Earnings for services under non-equity incentive plans. Does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. PART 52 Solicitation Provisions and Contract Clauses Page 1 of 4 http://farsite,hill,af.mil/reghtm1/regs/far2afmcfars/fardfars/far/52 _ OOO.htm 5/16/2009 (4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. (5) Above-market earnings on deferred compensation which is not tax-qualified. (6) Other compensation. For example, severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property if the value for the executive exceeds $10,000. (b) This contract requires the contractor to provide products and/or services that are funded under the American Recovery and Reinvestment Act of2009 (Recovery Act). Section 1512(c) of the Recovery Act requires each contractor to report on its use of Recovery Act funds under this contract. These reports will be made available to the public. (c) Reports from contractors for all work funded, in whole or in part, by the Recovery Act, and for which an invoice is submitted prior to June 30, 2009, are due no later than July 10,2009. Thereafter, reports shall be submitted no later than the 10th day after the end of each calendar quarter. (d) The Contractor shall report the following information, using the online reporting tool available at http://www.FederaIReportinggov . (1) The Government contract and order number, as applicable. (2) The amount of Recovery Act funds invoiced by the contractor for the reporting period. A cumulative amount from all the reports submitted for this action will be maintained by the government's on-line reporting tool. (3) A list of all significant services performed or supplies delivered, including construction, for which the contractor invoiced in this calendar quarter. (4) Program or project title, if any. (5) A description of the overall purpose and expected outcomes or results of the contract, including significant deliverables and, if appropriate, associated units of measure. (6) An assessment of the contractor's progress towards the completion of the overall purpose and expected outcomes or results of the contract (i.e., not started, less than 50 percent completed, completed 50 percent or more, or fully completed). This covers the contract (or portion thereof) funded by the Recovery Act. (7) A narrative description of the employment impact of work funded by the Recovery Act. This narrative should be cumulative for each calendar quarter and only address the impact on the contractor's workforce. At a minimum, the contractor shall provide- (i) A brief description of the types of jobs created and jobs retained in the United States and outlying areas (see definition in FAR 2.101). This description may rely onjob titles, broader labor categories, or the contractor's existing practice for describing jobs as long as the terms used are widely understood and describe the general nature of the work; and PART 52 Solicitation Provisions and Contract Clauses Page 2 of 4 http://farsite.hil1.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm 5/16/2009 (ii) An estimate of the number of jobs created and jobs retained by the prime contractor, in the United States and outlying areas. Ajob cannot be reported as both created and retained. (8) Names and total compensation of each ofthe five most highly compensated officers of the Contractor for the calendar year in which the contract is awarded if- (i) In the Contractor's preceding fiscal year, the Contractor received-(A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; A-20 16B 8 and (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; and (ii) The public does not have access to information about the compensation of the senior executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 780(d)) or section 6104 of the Internal Revenue Code of 1986. (9) For subcontracts valued at less than $25,000 or any subcontracts awarded to an individual, or subcontracts awarded to a subcontractor that in the previous tax year had gross income under $300,000, the Contractor shall only report the aggregate number of such first tier subcontracts awarded in the quarter and their aggregate total dollar amount. (10) For any first-tier subcontract funded in whole or in part under the Recovery Act, that is over $25,000 and not subject to reporting under paragraph 9, the contractor shall require the subcontractor to provide the information described in (i), (ix), (x), and (xi) below to the contractor for the purposes of the quarterly report. The contractor shall advise the subcontractor that the information will be made available to the public as required by section 1512 of the Recovery Act. The contractor shall provide detailed information on these frrsttier subcontracts as follows: (i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor's parent company, if the subcontractor has a parent company. (ii) Name of the subcontractor. (iii) Amount of the subcontract award. (iv) Date of the subcontract award. (v) The applicable North American Industry Classification System (NAICS) code. (vi) Funding agency. (vii) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract. PART 52 Solicitation Provisions and Contract Clauses Page 3 of 4 http://farsite,hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52 _ OOO.htm 5/16/2009 (viii) Subcontract number (the contract number assigned by the prime contractor). (ix) Subcontractor's physical address including street address, city, state, and country. Also include the nine- digit zip code and congressional district if applicable. (x) Subcontract primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district if applicable. (xi) Names and total compensation of each of the subcontractor's five most highly compensated officers, for the calendar year in which the subcontract is awarded if- (A) In the subcontractor's preceding fiscal year, the subcontractor received- (1) 80 percent or more of its annual gross revenues in Federal contracts (and subcontracts), loans, grants (and subgrants), and cooperative agreements; and (2) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and sub grants ), and cooperative agreements; and (B) The public does not have access to information about the compensation of the senior executives through periodic reports filed under section 13( a) or 15( d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m( a), 780(d)) or section 6104 of the Internal Revenue Code of 1986. (End of clause) PART 52Solicitation Provisions and Contract Clauses Page 4 of 4 Required after Contract Award: Subcontractor Payment Report DBElNon-DBE A-21 168 8 Exhibit B Subcontractor Payment Report - DBE/Non DBE -See attached 5. PRIME CONTRACTOR'S NAME 6. FEID NUMBER - PRIME CONTRACTOR) 7. CONTRACT DOLLAR AMOUNT 9. IS THE PRIME A FLORIDA- CERTIFIED DISADVANTAGED BUSINESS ENTERPRISE (DBE)? YESD NO 0 10. IS THE WORK OF THIS CONTRACT CONSTRUCTION 0 OR CONSULTANT DOTHER? 11. REVISION (Y/N)? _ IF YES, REVISION NUMBER_ 12. ANTICIPATED DBE SUBCONTRACTORS (BELOW): DBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK/SPECIAL TV DOLLAR AMOUNT PERCENT OF CONTRACT DOLLARS A B c o E F 11A TOTAL DOLLARS TO DBE'S 118 TOTAL PERCENT OF CONTRACT A-22 168 8 13. NAME OF SUBMITTER 14. DATE 15. TITLE OF SUBMITTER 16. EMAIL ADDRESS OF PRIME CONTRACTOR/SUBMITTER 17. FAX NUMBER 18. PHONE NUMBER NOTE: THIS INFORMATION IS USED TO TRACK AND REPORT ANTICIPATED DBE PARTICIPATION INALL FEDERALLY- FUNDED FOOT CONTRACTS. THE ANTICIPATED DBE AMOUNT IS VOLUNTARY AND WILL NOT BECOME A PART OF THE CONTRACTUAL TERMS. THIS FORM MUST BE SUBMITTED AT THE PRE- CONSTRUCTION. FOOT STAFF FORWARDS THE FORM TO THE EQUAL OPPORTUNITY OFFICE. 19. SUBMITTED BY 20. DATE 21. TITLE OF SUBMITTER 22. EMAIL ADDRESS OF SUBMITTER 23. FAX NUMBER 24. PHONE NUMBER A-23 Eo-< Z ~ -< ~ ~ ~ 0 ~ ~ Eo-< ~ -< ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ !Xl ~ ~ o u Eo-< ~ 00. Z ~ Eo-< 00. ~ o Eo- U ,g s:: o U l::; Q) -0 -0 CO o Z -0 CO Qj 1<1 Q +-> U o:l ~ o U i:l .9 +-> 0.. 'C u en Q) Cl o z +-> U o:l b s:: o U - u Q) '5' .... !l.. en _:.2 s::E-<-o ;j-oo o 8'c S ._ "Q) ~o- > s:: - .8 -0 en .- ;j o:lo~ !l.. ,- 1:j - > 0 S~~ o!l.. S o:l ~ Q) s:: o ..s:: ~ Q) ~ Z - u o:l ~ o U .... o <<l 'C Q) 1<1 ~ 6 :eQ) o u rE o Q) ur/) '+-< o s:: .9 - ,8- .... u en Q) Cl s:: . GJ o ~(Il ..g en 0 0 u'sr/.l>!2 l;:i o:l .0 '€ en ~ z Q) 00 U ---;2; ~ ~ 01) .s E'bO <2.8 [)O !l..,g ~ s:: Q) 0 s:: u 'r;; .g ;jr/) J:Q'-' '+-< o Q) S o:l Z ~~~~~ ~ o t) o:l ~ o u .g r/) i:il J:Q Q r/) 9 s:: o Z >. ..0 -0 Q) ~ i5. S o u ~ o ~ '+-< o ~ ;j o S -< .... .... ~ .$ '0 0 Q Q ~ ~ ~ en .... o +-> U o:l ~ o u .g r/) i:il J:Q Q r/) o >. ..0 -0 Q) +-> Q) i5. S o u ~ o ~ '+-< o ~ ;j o S ~ Q) ,5 ~ Q) oS >. ..0 -0 Q) - Q) i5. S o u ~ o ~ '+-< o ~ ;j o S -< .... ,.E;! '0 Cl ~ ~ Q) ~ !l.. .... <2 -0 Q) - en Q) ;j cr Q) ~ @ o S ~ lS "0 Q <<l " E-< i o u !.::: "-' o '0 o E o o '0 '" '" <= o .~ E <B ,5 ~ ~ Q '0 o t: 's ~ ::l '" o ;S <= o '" 0; Q. '13 ,g Q. ~. o ~ o "-' o ~ o 'E o .5 ... u ::l '0 I:: o u '0 ij ... :a g ij '0 I:: o E E o u ~ B ~ o ;s ... o '0 I:: o ;- 13 g I:: o U o ;s "-' o '" 'E o u ~ ~ ... o :0 ij ;>, ij '" o e: o '" ~ o u IE o o u ,~ c:. E o u ... :a ::l '" ~ E ~ u t;l ;s "-' '8 ,~ .s Q) ~ ~ ~ -gli a ::l I:: ,~8 ~ ~ 0,) "3 5~ ~ o bIl ] ~ <= ;>, ;>, 'iil E ~Q. 'fH1 ~ ~ i ii 1(1 ~ ~ -g s -s 5~ 1:: ... ~1 ! ...... E ~ ~ ! ~ c ij ~ 8 v g;.g E ::l '" ~~ : ~.~ .g e -a c..s elitE 8~ c.8 ~ .g ij ,5 E::: r/.l", Oc;, '0 ~~ ~~ ~ ~ ;>, ~ :; Q-a c..s ~ E <~~~z 1) '" E o u o 15 B 168 8. Q;j t;l o ... o c 't: Q. o 1(1 o e; ti '" ~ o u l!) ;S <..., o s:: .9 '" 'S: o ... Q. ..... s:: l!) a 1? Q. ~ 8 Q. l!) ;S ;S .~ l!) ~ "0 ... o u ~ ,5 "0 'a Q. s:: \0 0 &! .8 o ~ ~ ~ ..c: .... ~ ,5 0 U "0 '" ~ ~ .b ::l l;:: I:: d Q) 0 I:: "0 ~ ~<t:c75 -.:t' N I r<::C ~ o E: 168 8 WORK ORDER # SCHEDULE A Agreement for title of contract, Dated: ,200 (RFP/Bid 00-0000) This Work Order is for professional describe services for work known as: Project Name: Project No: The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: * Task I * Task II * Task III Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time & Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define which method will be used for which tasks) Task I $ Task II $ Task III $ TOTAL FEE $ Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule "A" of the original Contract Agreement. PREPARED BY: Name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 168 8 SCHEDULE B RATE SCHEDULE CH2M HILL. INC. Principal $190.00 Project Manager $160.00 Senior Professional $140.00 Professional $120.00 Planner $105.00 Technician $ 90.00 Inspector $ 80.00 Administrative $ 65.00 This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County ATM Staff and CH2M Hill, Inc., on a project by project basis as needed. B-1 168 8 SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents, If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or C-1 168 8 allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 168 8 purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used, The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 168 8 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 $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 ~ Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? ~ 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, C-4 168 8 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 -1L General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. C-5 168 8 (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 ~ Not Applicable (6) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable ~ Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? ~ Yes _ No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: C-6 168 8 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? ~ 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 _ $ 5,000,000 each claim and in the aggregate C-7 168 8 (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter, CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed C-8 168 8 documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d, Current underwriter. C-9 168 8 e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. C-10 16B 8 SCHEDULE 0 TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, CH2M Hill, Inc., hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSU L T ANT to be provided under the Professional Services Agreement, concerning RFP 09-5207 Alternative Transportation Modes Consulting Services for the Collier Area Transit (CAT) Program are accurate, complete and current as of the time of contracting. CH2M Hill. Inc. BY: o r-~, ~_., /J {~ ;....(~ ,.. " TITLE: \ f \.., Uf - ItA .J'/~...~""t DATE: 10- 13 ~.'1 0-1 168 8 SCHEDULE E SCOPE OF SERVICES Scope of Services The scope of services described in this section ("Scope of Services") is a general guide and is not intended to be a complete list of all work and materials necessary to complete the project or supply goods or services. The Scope of Services contains work tasks believed necessary for General Consulting Services for Urban Design, Site Development Plan, Environmental Assessment, TransitfTransportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS) that meets CAT needs. Work will be procured by requesting proposals from all awarded firms and a project work order will be issued. General Information The Urban Design, Site Development Plan, Environmental Assessment, Transit/ Transportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS) shall provide services that involve expertise and technical skills in multimodal transportation related services. Consultant's staff will serve as an extension of Alternative Transportation Modes (A TM) Department staff on an "as needed basis" under the direction of the ATM Project Manager(s) to move projects from concept, through implementation, and to completion. Consultant will be responsible for providing technical expertise, developing guidelines and request for proposals, plans, procedures, manuals, and performing technical studies and analysis. General assignments may include, but are not limited to, coordination with land use development, provisions of local government transit oriented development guidelines, design standards, manual updates, land use and zoning reviews, corridor analysis, comprehensive transit system operations analysis, comprehensive transit facilities analysis, transit development plan updates, transit modeling, transportation impact and environmental studies/assessments, CAT Geodatabase design and management, Implementation of an Intelligent Transportation E-1 168 8 System (ITS), GIS base map design and development. Further examples are listed below under the three categories. When requested by the specified ATM Project Manager, the Consultant will work with, and receive guidance from, the appropriate ATM staff to develop the appropriate requirements, guidelines, and criteria for each project work order. The Consultant will then develop and submit to the A TM Project Manager, a final scope of work as he/she envisions the specific project work order, the number of hours by discipline required to complete the work order, all other direct costs required, a list of deliverables to complete the work order, and a proposed schedule for approval. The Consultant shall not proceed with any work on the work order until a notice to proceed is issued in writing by the Transportation Division or authorized representative. Services to be Performed The Board of County Commissioners has authorized the issuance of a Request for Proposal for "General Consulting Services for Urban Design, Site Development Plan, Environmental Studies/Assessment, TransitlTransportation Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the development of an Intelligent Transportation System (ITS) and Geographic Information Systems (GIS)" on an as needed basis. In general, this effort will involve expertise and technical skills in developing, designing, engineering and implementing facilities and related services, Intelligent Transportation Systems (ITS), Transit Operations Analysis, Environmental Studies/Assessments, Transitrrransportation Planning, Green Initiatives, Project Management. More specifically, the scope of services has been divided into four (4) areas of expertise including but not limited to: A. Category One - TransitlTransportation Operations and Financial Planning B. Category Two - Technical Studies C. Category Three - Urban Design and Environmental Services D. Category Four - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Information System (GIS) It is the intent of the County to award to multiple vendors. Firms are to submit one (1) proposal for each category. The selection committee will determine the most technically qualified firm, E-2 16B 8 and make a recommendation to the Board of County Commissioners for award of multiple contracts. Category One - Transit/Transportation Operations and Financial Planning This work will require expertise in multi-modal transportation planning. Consultant will provide experienced consulting services to assist A TM staff in addressing existing travel means and patterns and to plan new transportation services for the community. A TM/CA T will initiate numerous service improvements and I or reductions based upon the County's long range vision of a comprehensive public transportation system coordinated at the community level and directly interfacing with land use development and budgetary constraints. The Collier County Transit Development Plan (TDP) calls for expansion of local route coverage, increased frequency of services, new connection into adjacent Counties to the north, introduction of technology to include electronic fareboxes, Automatic Passenger Counter (APC) and Automatic Vehicle Locators (AVL), the identification of a dedicated funding source, transportation financial and economic analysis, regional commuter assistance programs, and premium paratransit, demand response services, flex services and fixed route deviation and point deviation services. Consultant support will include operational analysis, market demand appraisals, resource demand studies, cost allocation analysis, service monitoring reviews and other transit operational and financial planning related services as required. Typical past and potential projects include: iili Corridor Analysis iili Comprehensive Operations Analysis iili Traffic Operations and Road Design to accommodate bus operation iili Transit Development Plan iili Transportation Disadvantage Service Plan iili Public Transportation Service Planning and Operations Analysis iili Transit Preferential Treatment iili Federal Transportation Programs Studies iili Federal Transportation Administration Program Funding Application & Reporting iili Florida Department of Transportation Program Funding Application & Reporting iili Concurrency Review Analysis iili Transportation Impact and Environmental Studies E-3 16B 8 liIiI Transit Operations Evaluation liIiI Transit Systems Modeling and Travel Demand Modeling Development Strategies liIiI Flexible Route Deviation / Point Deviation Service Development and Implementation Plans liIiI Public Participation Policy Review liIiI Triennial Reviews and Title VI Support Category Two - Technical Studies This work will require expertise in data collection, travel demand forecasting, corridor designation studies, transit route studies and scheduling, project development, environmental studies, identification of green initiatives projects, traffic planning and data development studies, ridership forecasting and impact fees studies. Consultant will provide experienced consulting services to assist A TM staff in addressing existing and future challenges in data collection and analysis including developing standards and performance measures to evaluate development impact on Transit in order to identify potential contribution. Typical past and potential projects include: liIiI Automatic Passenger Counter (APC) data collection, analysis and utilization liIiI Automatic Vehicle Locator (A VL) data collection, analysis and utilization liIiI Electronic Farebox data collection, analysis and utilization liIiI Financial Analysis Tools and Costing Models liIiI On Time Performance Studies liIiI Ridership and Revenue Forecasting liIiI Ridership Demand Forecasting liIiI Bus Stop Location, Amenities and Accessibility Standards Analysis liIiI Comprehensive transit facilities analysis liIiI Service Efficiency Reductions Analysis liIiI Corridor Designation Studies liIiI Transit Route Studies liIiI Next Bus and other Intelligent Transportation Systems liIiI Demand Response Service Analysis liIiI Transit Scheduling (i.e.: in a Trapeze FX and/or Route Match Environment) liIiI Identification of green initiatives projects for transit (equipment, infrastructure, etc...) liIiI Comprehensive Operations Analysis E-4 16B 8 Category Three - Urban Design and Environmental Services The object of this task is to assist A TM staff with the coordination of transit with land use development, and environmental studies. A TM will require consultant services that provide expertise in local land use codes, transit oriented development guidelines and implementation techniques, Identification of green initiatives projects, private sector partnership incentive programs, and coordination with other urban infrastructure investments. The environmental studies standard should include ASTM 1527Phase I & II investigation and compliance with NEPA requirements. The selected consultant will have the ability to do documented categorical exclusions compliant with FTA's interpretation of NEPA requirements. Typical past and potential projects include: iiliiI Comprehensive transit facilities analysis iiliiI Local Government Transit Oriented Development Guidelines iiliiI Development Review Procedures iiliiI Development and Update of Transit Design Standards Manual iiliiI Streetscape and Pedestrian Studies iiliiI Land Use Code and Zoning Reviews iiliiI Redevelopment, Area Wide, and Specific Plan Assessments iiliiI Joint Development Studies iiliiI Environmental Assessment iiliiI Identification of green initiatives projects for transit (equipment, infrastructure, etc...) Category Four - Mobility Management, Intelligent Transportation Systems (ITS) and Geographic Information System (GIS) Mobility Management Collier County is soliciting proposals for the services of a qualified person or qualified professional firm for network consultation and support services, planning and implementing the acquisition, and purchase of intelligent transportation technologies to operate a coordinated system, as well as promoting the use of innovative technologies, services and other methods to improve customer service. The nature of the service(s) will be network design, application development & customization, coordination and implementation of new and existing technologies with third party vendors, and ongoing support for a future proprietary CAT systems E-5 160 8 information network. Services will also include but are not limited to general management and operation of this future system. It is the general intent of the County that the person/firm will become CA T's adjunct IT staff for the proprietary system, performing routine maintenance and updates to the CAT information system's servers, network devices and proprietary applications, as well as providing a needed resource for both end users of the system and management staff. Overview CAT provides public transportation services to Collier County residents. The Alternative Transportation Modes Department manages a contractor, McDonald Transit Associates Inc., who is responsible for the day to day public transit operations. The Board of County Commissioners IT Department supports and maintains the network infrastructure, servers, PCs and associated standard Microsoft office productivity applications. In addition, McDonald Transit utilizes a software application called RouteMatch, currently supported by the software vendor. Intelligent Technology & Geographic Information Systems Services This task may include but is not limited to studies, design, installation and implementation of an Intelligent Transportation System (ITS) and Geographic Information System components including software, databases, applications and integration with existing systems. The Intelligent Technology includes but not limited to, Automatic Vehicle Locators (AVL), Automatic Passenger Counters (APC), Electronic Fareboxes (EF), Electronic On-Vehicle Passenger Information System (audio and visual message display) and on board security cameras. These technology solutions will meet Collier County's needs by integrating with existing and planned future systems, as well as including ongoing maintenance of the solution. Typical past and potential projects include: iiIiiI Addition of hardware and software such as: . Scheduling software . Office software . PC hardware . Server . Server software iiIiiI Assessment of required network infrastructure and devices E-6 168 8 ;II Desktop Applications Support ;II Server Administration Services ;II Network Administration Services ;II Network Security ;II Network Infrastructure Strategic Planning ;II Geodatabase design, management and interface integration ;II Support of Internet Map Services ;II Geo-Iocation of CAT bus stops and routes ;II ArclMS Server Development and Support Including Upgrades and Addition of Custom Applications ;II Provide real-time Automatic Vehicle Location (A VL) and vehicle component monitoring ;II Provide Mobile Data Terminals (MDT) ;II Provide real-time engine, transmission and key systems monitoring, logging and analysis tools ;II Provide Automatic Passenger Counters (APC) reporting and mapping ;II Provide onboard intelligence on vehicles to integrate and enhance existing onboard fare boxes, with single point sign-on, and a unified source of Global Positioning System (GPS) location, time, run, and route and trip information to those systems ;II Provide a single unified Geographic Information System (GIS) layer and solution usable for all CAT, (Collier Area Transit) systems relying on a map, and must be able to integrate into the current County GIS infrastructure ;II Provide for a public web page to allow riders to view real or near real time routes and locations of vehicles ;II Provide continued support and maintenance of the solution so that the information and features provided remain stable and reliable over the life of the solution ;II Provide for future expansion and/or integration of internal and external systems such as onboard video, next bus information, transfer connection protection, transit signal priority and collision avoidance ;II Provide for the integration of the proposed solution into the existing Collier County data communications system, based on the Collier County Information Technology's TACS, (Technical Architectural Compatibility Standards). The proposed system must be able to be supported by Collier County IT personnel with vendor support. E-7 16d 8 Work Orders The issuance of Work Orders is ongoing and multiple Work Orders maybe assigned simultaneously. Completed work on a task will be billed at the hourly rate governed by the contract. All Work Orders issued will be in writing. The Consultant(s) must provide a written estimate of the man-hours required and corresponding cost for each Work Order. A TM must approve each cost estimate in writing before the Consultant(s) initiates work on the task(s). Each Work Order will contain its own completion date. The completion date of a Work Order may extend beyond the expiration date of the Contract, as long as the Work Order is issued prior to the expiration date of the Contract. No work on any task shall begin without a formal Notice to Proceed being issued. The County reserves the right to order such services from selected firms as may be required during said period, but does not guarantee any minimum or maximum services to be ordered during the period specified from any given firm. Work Order service assignments shall be at the sole discretion of the County. Work order assignments for CCNA contracts shall be made in accordance with the Best Value Offer (BVO) procedure as approved by the Board of County Commissioners on February 10, 2009. The contracts are classified as fixed-term Countywide Agreements for various and miscellaneous consulting services which will be utilized on an as-needed basis. Assignments shall be implemented with Work Orders subject to a maximum of $200,000 per Work Order and with a maximum yearly contract amount of $750,000 per firm. Work Order assignments in excess of $200,000 (or the County's current competitive threshold) shall be approved by the Board of County Commissioners. The following personnel based on their position at A TM are authorized to issue Work Orders: Alternative Transportation Modes (A TM) Department Director A TM Principal Planner ATM, Purchasing and the Consultant(s) shall negotiate a Maximum Fee for each individual Work Order. E-8 168 8 The Maximum Fee shall be determined in accordance with the following provisions: a) The Maximum Fee amount established for each Work Order shall be the agreed man hour effort required for performance of the desired services at the approved hourly rates, plus miscellaneous and out-of-pocket expenses, plus the cost of negotiated expenses (if any). b) The approved hourly rates per job classification for the Prime Consultant(s) and any Subconsultant(s) to be applied to this contract are set forth in the Fee Structure provided by contractor. c) Miscellaneous and out-of pocket expenses for the Prime Consultant(s) and Subconsultant(s) shall be established for each Task Order covered by this Agreement and will consist of the following: Out-of-pocket expenses include incidental costs of printing, materials, expendable equipment, and travel within the limits of Florida Statute 112.061, equipment rental, long distance calls, and tolls. Itemized receipts which include detailed description of expense(s) shall be provided for reimbursement. No reimbursement shall be given without a proper receipt. Deliverables Each Work Order will define the deliverables. Deliverables shall be accepted by the appropriate A TM project manager before payment for such work. E-9 0101 t • • r 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. INS LTR ADD' INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDIYYYY) POLICY EXPIRATION DATE (MMIDDNYYY) LIMITS BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND 3301 TAMIAMI GENERAL LIABILITY TRAIL EAST NAPLES, FL 34112 c �� a_c7v6 EACH OCCURRENCE DAMAGE TO RENTED PREMISES Ea occurrence $ — COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) $ CLAIMS MADE D OCCUR PERSONAL & ADV INJURY $ GENERALAGGREGATE $ GENERAL AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AG POLICY M PRO JECT LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ ALL OWNED AUTOS BODILY INJURY $ (Per person) SCHEDULED AUTOS BODILY INJURY $ HIRED AUTOS NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC AUTO ONLY: AGG $ $ EXCESS! UMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR F-1 CLAIMS MADE $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND WC STATU- OTH- TORY I WITS FR EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER(EXECUTIVE Y / N .L. EACH ACCIDENT $ L. DISEASE - EA EMPLOYE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ OTHER A PROFESSIONAL LIABILITY* EOC3829621 -07 05/01/2009 05/01/2010 $2,000,000 EACH CLAIM AND TOTAL FOR ALL CLAIMS $500,000 DEDUCTIBLE DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS *FOR PROFESSIONAL LIABILITY COVERAGE, THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED WITHIN THE POLICY PERIOD FOR ALL OPERATIONS OF THE INSURED. THE LIMIT WILL BE REDUCED BY PAYMENTS OF INDEMNITY AND EXPENSE. CERTIFICATE HOLDER SFA_nn1F041n4 -n1 CANCELLATION ACORD 25 (2009101) ©1998 -2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE COLLIER COUNTY EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL BOARD OF COUNTY COMMISSIONERS 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, COLLIER COUNTY FLORIDA PURCHASING DEPARTMENT, PURCHASING BUILDING BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND 3301 TAMIAMI UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. TRAIL EAST NAPLES, FL 34112 c �� a_c7v6 oUf MRaRIZEUSA inSENTATIVE rs v »e2> Sharon A. Hammer ACORD 25 (2009101) ©1998 -2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. - -- - -- -- -_- _ -- -- DATE (MMIDD/YYYY) Av CERTIFICATE OF LIABILITY INSURANCE 10/26/2009 PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION MARSH USA INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE MAR MAR 17TH STREET, SUITE 2100 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR DENVER, CO STREET, ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 15114 - 01234 - ALL -09/10 TPA DE INSURED CH2M HILL, INC. 4350 WEST CYPRESS STREET, SUITE 600 TAMPA, FL 33607 -4155 32653 INSURERS AFFORDING COVERAGE INSURER A: Zurich American Insurance Company NAIC # 16535 ��a INSURER B: National Union Fire Ins Co Pittsburgh PA s - -- - -- -- -_- _ -- -- DATE (MMIDD/YYYY) Av CERTIFICATE OF LIABILITY INSURANCE 10/26/2009 PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION MARSH USA INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE MAR MAR 17TH STREET, SUITE 2100 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR DENVER, CO STREET, ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 15114 - 01234 - ALL -09/10 TPA DE INSURED CH2M HILL, INC. 4350 WEST CYPRESS STREET, SUITE 600 TAMPA, FL 33607 -4155 32653 INSURERS AFFORDING COVERAGE INSURER A: Zurich American Insurance Company NAIC # 16535 MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE INSURER B: National Union Fire Ins Co Pittsburgh PA 19445 CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSURER C: American Zurich Insurance Co. 40142 POLICY EFFECTIVE POLICY EXPIRATION INSURER D: N$ ADDS TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDIYYYY) DATE (MMIDD/YYYY) PURCHASING BUILDING INSURER E: LTR INSR COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. BOARD OF COUNTY COMMISSIONERS POLICY EFFECTIVE POLICY EXPIRATION LIMITS N$ ADDS TYPE OF INSURANCE POLICY NUMBER DATE (MMIDDIYYYY) DATE (MMIDD/YYYY) PURCHASING BUILDING LTR INSR EACH OCCURRENCE 1,500,00 X GENERAL LIABILITY DAMAGE TO RENTED $ 1,500,000 A X COMMERCIAL GENERAL LIABILITY GL03784726 -05 05/01/2009 05/01/2010 PREMISES Ea occurrence FU OCCUR MED EXP (Any one person) $ CLAIMS MADE PERSONAL & ADV INJURY $ 1,500,000 X $rnn non SIR GENERAL AGGREGATE $ 5,000,000 GENERAL AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AG 5,000,000 PRO- LOC POLICY JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 X X ANY AUTO BAP8378516 -14 05/0112009 05/01/2010 (Ea accident) BODILY INJURY $ FA ALL OWNED AUTOS (Per person) SCHEDULED AUTOS $ HIRED AUTOS BODILY INJURY (Per accident) NON -OWNED AUTOS PROPERTY DAMAGE $ (Per accident) AUTO ONLY - EA ACCIDENT $ GARAGE LIABILITY $ OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: AGG EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 B X CLAIMS MADE BE7275163 05/01/2009 05/01/2010 $ OCCUR DEDUCTIBLE $ RETENTION $ X WC STATU- OTH- WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC8378566 -15 (AOS) 05/01/2009 05/01/2010 L. EACH ACCIDENT $ 1,000,000 C ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N WC8378565 -14 (WI & MA) 05/01/2009 05/01/2010 L. DISEASE - EA EMPLOYE $ 1,000,000 C OFFICER /MEMBER EXCLUDED? WC3784761- 04(ID) 05/01/2009 05/01/2010 L. DISEASE - POLICY LIMIT $ 1,000,000 A (Mandatory in NH) If yes, describe under SPECIAL PROVISIONS below __7OTHER DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS THEIR INTEREST MAY APPEAR TO AUTOMOBILE LIABILITY AND AS PER THE GENERAL LIABILITY BROAD FORM ENDORSEMENT. ^A K14-01 1 ATIf1W 6%KIIrIl.A1C r7V LIJGR JC:/'1 -VV IJV11vJ-v� -- - -- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, COLLIER COUNTY FLORIDA PURCHASING DEPARTMENT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND PURCHASING BUILDING 3301 TAMIAMI UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. of NlaishEUSrlRESENTATIVE �^ TRAIL EAST NAPLES, FL 34112 Sharon A. Hammer ACORD 25 (ZUUVIUT) The ACORD name and logo are registered marks of ACORD IMPORTANT o the his certificate holder does is confer rig tsAto the certif� ateeholder in liieu of such endorsement(s statement on this certain require aCn endorsement. A staatementcon this ecertificate conditions of confer riht policy, the cert certificate policies may hlder in lieu of such endorsement(s). DISCLAIMER This representative or producer, and the certificatetho dernnror does it affirmatively or negatively amended repre extend or alter the coverage afforded by the policies listed thereon.