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#18-7432-UC (Johnson Engineering)
PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) 11111CCNA I I NON-QC-NA Contract# 18-7432-UC for "Professional Services Library Utility Collections/Distribution Systems Engineering THIS AGREEMENT is made and entered into this 4541\day of L\ , 20 20 by and between the Board of County Commissioners for Collier Count , Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Johnson Engineering, Inc. authorized to do business in the State of Florida, whose business address is 2122 Johnson Street, Fort Myers, FL 33901 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project; and i•• WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and ISI WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional 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. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as-needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CONSUTLANT'S services exclusively or at all. Page 1 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1.3 All Services to be performed by the 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. The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the maximum sum allowable by law under Florida's Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties. 1111 Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4. [It (Multi-Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category, the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position in the rotation. c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager. d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e. Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation. A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 of 32 PSA Fixed Term Continuing Contract 2017 009 Ver.2 1.4.1.1 Professional Services Library — Direct Selection. For work assignments requiring unique experience or knowledge, dAgentng past experience on another /Project t Manager may formally phase of the project, the County's Contract Administrative request permission to forego the rotation and select a lhlc firm. This requires therappeova`I Iolfrbothra the completion of a Work Assignment Direct Select Form, wh c Division Director and the Procurement Services DI betor. lrms d onthat their nexre directly t scheduled tuselectedn in othe r a work assignment as a result of this process passed rotation. rder. 1.5. All Services must be authorized in writing by theo COUNTY COUNTY in and to the ext nOt they The CONSULTANT shall not provide any Services are required in a written Work Order. Any Services aand the COUNTY shall have no iabil ty for such NT without a written Work Order shall be at CONSULTANT's own r Services. 1.6. As the COUNTY identifies certain Services it wi shes CONSULTNT request a proposalf romtCONSULTANT for provide pursuant to the terms of this Agreement, the COUNTY shallreqthe such Services, said proposal to be in compliance lth thncludinge terms �f this but nogrl mitedttofthe scope, reach an agreement with respect to such Services, compensation and schedule for performance of thinose Services, a Work iesdwithh especp to such which incorporates the terms of the understanding reached by the part Services; and if both parties are in agreement therewith, shall jointly es toecute the Work promptly providedthe er. Upon execution of a Work Order as aforesaid, CONSULTANT agre Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. eque cy 1.7. Itis mutually understood and agreed that then that the COUNTYture, amount and r doesn not of represent or the Services shall be determined solely by the COUNTY and guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.8. The CONSULTANT shall have no authority C to act site agent ent of her way. te COUNTY under this n y ma Agreement or any Work Order, or to obligate the e 1.9. All duly executed Work Orders (including a� of this Agreement by referencege Orders thereto) are hereby incorporated into and made a p this A 1.10. The CONSULTANT agrees to obtain and maintainthe State of Floridae inofriod Coll egrCountyt all sother such licenses as are required to do business in Florida, including, but not limited to, all licenses reganadlbens ng the profess onay the respective state �servicesd to be governmental agencies responsible for regulating provided and performed by the CONSULTANT pursuant to this Agreement. 1.11. The CONSULTANT agrees that, when the s eryuiresices to a bcee psevlded hereunder Certif certificate of authorization on te to a professional service which, under Florida Statutes, q or other form of legal entitlement to practice suchservices, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY. Page 3 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1.12. The CONSULTANT designates Michael Dickey, PE a qualified licensed professional to serve as the CONSULTANT' project c o rded anrd hespo( ereinafterrefe toe ret ed to as the "Project Coordinator"). The Project Coordinator behalfon of the CONSULTANT with respect to directing, coordinating and administering dmn each Wolraspects under thisAgreement. der of the services to be provided and performed CONSULTANT will designate a qualified licensed professional to serve as Order (h areCaOfNSULTAN 's to project coordinator for the Services to be provided under thatas the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on e half of the CONSULTANT with respect to directing, coordinating orn d adminiseringth all spec s o of the Services to be provided and performed under the T n Coordinator has full authority to bind and obligate the CONULthaANThe o hall malatters Charge and the arising out of or relating to the Work Order. The CONSULTANT agrees ge the Project Coordinators shall devote whatever time is requiredeto satisfythe torilyOmanaCONSUeTANT rvices to be provided and performed by the CONSULTANT by further agrees that the Principal in Charge and Project Coordinators adf sonot be removed mustovedd be 9 written app CONSULTANT without the COUNTY's prior immediately replaced with a person acceptable to the COUNTY. 1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a writtenr request from the COUNTY to promptly remove and replacethe Project Coordts at tor, ora y of es personnel employed or retained by the CONSULTANT, orany bythe CONSULTANT or any personnel of any such subconsultants or subcontractors engaged to provide and perform services or work 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 the COUNTY. in e 1.1 4. The CONSULTANT represents to the COUNTY that isitA has expertise xpo iment d nashe ty sive pe of professional services that will be performed pursuant to 9 he eunder. The experience with projects similar to the Project requiredspursuant this AgreemeOnitJshall be subject to SULTANT agrees p CONSULTANT p that all services to be provided by the COUNTY'S review and approval and shall be in accordance with the generally accepted da, as l as n rdance all standards of professional practice in the State of Florcodes, rules,rules,oregulationshand applicable laws, statutes, including but not limitedto ordinances, able, requirements of any governmental agencies, and the Florida BuildinogtdeC d a d ererappliclic by n over the Services to be CONSULTANT hereunder, the Local regulate or have jurisdictioal Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law9,lo including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as foN IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APP 'S TIOY OF CHAPTER 119, FLORIDA STATUTES,RDS RELATINGTO THE CONTRACTORTHIS CONTRACT, CONTACT THE O CUSTODIAN PROVIDE PUOFIPUBLIC C ORECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 4 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver. The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. rovide the 2. Upon request from the public agency's custodian of public records, p public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements rdisclosed authy orized w for the duration of the contract term and following completion of tecontactif the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the and the COUNTY ntractor to comply Ith te laws shahl have rtherd screthoneto in shall constitute a breach of this Agreement unilaterally terminate this Agreement immediately. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best The COUNTY'sal judgment to advise the approval of the design documentin TY regarding resolution of each such conflict. no way relieves CONSULTANT of its obligation Project. deliver complete and accurate documents necessary for successful construction of 1.16. 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 itemsnecessry to wa or notrrect the the COUNTY deficiencies obtaidnedcsubsttute related to the CONSULTANT'S non-performancehethe performance. Page 5 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its e pleCONSULTANT shall provide the COUNTY prompt es, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN 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 COUNTY. Information shall have common naming conventions (i.e. g Y ROW, centerlines CL, edge-of-pavement EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY 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 the COUNTY'S Procurement Ordinance and 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. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2. If the COUNTY 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 the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. Page 6 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT 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 COUNTY 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 the COUNTY'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 COUNTY'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 COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1 . Each Work Order will have a time schedule ("Schedule") for the performance of the hedule shall be in a Services required under the subjectevices� to berder. Said rendered bycCONSULTANT shallform and be commenced, satisfactory to the COUNTY. S Page 7 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 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 COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY 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 COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT'S sole remedy against the COUNTY 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 COUNTY hereunder, the COUNTY 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 COUNTY's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY 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 five (5 ) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the(t1 terms and conditions contained in this Agreement for one ( 1 ) additional one year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY'S intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) daysve the NSULTANT written notice of the COU. The Countyi n to xthe Agr, or his rsignee, shall eement term priorI tote end of the Agreement term then COUNTY's intention to extendg in effect. Page 8 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY'S Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT'S employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. •111• Grant Funded: The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD 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"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall nts�lTherCONSULTANTaIat l its own expenosts se, may d with delivering to the COUNTY the Project Doc retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agorae CONSULTANT hereby grants to the COUNTY a ent to the contrary and without requiring the COUNTY to pay any additional compensat nonexclusive, irrevocable license in all of the Pk° Ject Documents for the The CONSULTANT war anOts to the COUNTY UNTY's use with respect to the applicable authorized project or ta that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 consents to the COUNTY's use of the Project Documents complete subject to or�emodel ng, ect or task following CONSULTANT'S termination for any reasonor to perform additions o replacement or renovations of the subject projector task. Thele Cr eNiSU TAndNT alsoormonnt owleddges the COUNTY may be making Project Documents third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records dated dof to urination wtlhi llbAge eeemednt or tained by CONSULTANT for a minimum of five (5) years from (a) the (b) the date of the Work Order is completed, wher ags latents oerepresentar, or such tives of the COUNTY, ter date as may be required by law. The COUNTY, or any duly authorizedag shall, free of charge, have the right to audit, inspect of this and py l such records and documentation and during the five (5) year as often as they deem necessary during the period however, such activity period noted above, or such later date as may be required by law; provided, shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT frsall liabil hall defentieds, damage, indemnify and hold harmless the COUNTY, its officers and etpto yeesom any and 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 byCONSULTANT o negate, orereducof 'e s Agreement. This indemnification obligation shall not be any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 8.1.1. The duty to defend under this Article 8regardless is independent anyultimate and separate liabilityhe of duty the to indemnify, and the duty to defend exists arty. The dut to defend arises immediately CONSULTANT, the COUNTY and any indemnified and wrpteny notice of such claim being provided to upon presentation of a claim by any party will CONSULTANT. The CONSULTANT'S obligation toindemnify and def tdiunderhis Article 8ned by final survive the expiration or earlier termination of thisAgreement until judgment that an action against the COUNTY or an i staf tute iedlim t ytiforhe matter indemnified hereunder is fully and finally barred by the applicabletatut s. 8.1.2 To the extent that the Agreement thaaues, and theCONSULTANT is the work pertains t "Professional as`Des"Design ervices Contract" as defined in Section 725.08(3), Florid Professional" as defined in Section 725.08(4), FloridStatues, the indemnification provided herein shall be limited as provided in Section 725.08(1) & (2), Florida s. Page 10 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ARTICLE NINE INSURANCE 9,1. The CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE 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,ONSULTANTto mesional o the Liability policy, and the Workers Compensation policy, provided by requirements of this Agreement shall name Collier County Board of County r Couny Govmnmoner , OR, an Board of County Commissioners in Collier County, OR, 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 deductibles which all are athahave no recourse lthe nst the COUNTY for payment of premiums or assessments Y sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT sa be rovis ons of any policies insurance program carried by the COUNTY, and the "Other obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable iinCollier County, Florida, and shall be construed in accordance with the laws of the State of Florida. ve gh s 9.4. The CONSULTANT, its subconsultants and the COy insurance to the exteUNTYinsushall paiv e all ri et pagaiandt e each other for d am except s ch r ghts as they may have to the proceeds of such insurance received by the C held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum req 9.5.1. The insurance company must be duly licensed andu uth erizedi by th in e Dhepa rte of ent of Insurance of the State of Florida to transact the appropriate Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. Page 11 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed bCONSUL t of, cLTAa t woh, ortuse aff, unless otherwise authorized in writing by the COUNTY. Th mpoYm of the services of any other person or firm by CONSULindependentTANT, as prcons oultaf this ant or otherwise, shall be subject to the prior written approval Agreement shall, however, be construed as constituting an agreement Agreement be deemed to COUNTY any sued any such other person or firm. Nor shall anything in this art or any third party any claim or right of action against the COUNTY beyond such as may then p Y 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 qui ed the Workunder t nat Workaork On rdeer. Such ch personnel shall be committed to the project or task specified percentages noted in the attached schedule. CONSULTANT shall also identify hatSced Schedule the O each subconsultant and subcontractor it intends to utilize wtoubjnctrk er. Allersonnel, subconsultants and subcontractors identified in the Schedule shall not be removed p or replaced without the COUNTY's prior written consent. 10.3. The CONSULTANT is liable for all the acts the CONSULTANT hallomissions of its c�equirentea h s or subcontractors. By appropriate written agreement, subconsultant or subcontractor,to the extent of the Servicese bte perfrmsof ormeddis by the subconsu ment and ltany ant or subcontractor, to be bound to the CONSULTANT by subsequently issued Work Order, and to assume toward CONSULTANT all the obigo ns and responsibilities which the CONSULTANT, by this any subsequently atins Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement subsequently shall preserve and protect the rights of the COUNTYServices dtorbels performednbyathe bsesubconsulgsh tantnd any or issued Work Order, with respect to the Se subcontractor so that the subconsulting or subcontracting thereof will ntonot r u prejudice suc toights. Where appropriate, the CONSULTANT shall require each into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the and each subco third t-pt or bany beneficiary of each contract entered into between CO NSULTANTsubcontractor, however nothing in this Agreement shall be o struednt acto ateFurt er,contra such actual relationship between the COUNTY and any subconsultant orcontracts shall provide that, at the COUNTY'S discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS Work 11 .1. The CONSULTANT's acceptance of final paymentllclaims,eex'ceptces pfor rovI�nsdurandce company Order shall constitute a full waiver of any otherwise subrogation claims, by it against the COUNTY arising out ofhe Work Order or with the terms of g in to those Services, and except those previously made in writing this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Page 12 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 unsettled. Neither the acceptance of CONSU TAN 'SorCpayment a m nt by the COUNTY shall be deemed to be a waiver of any of COUN rights against ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract reha�e thee right and optnal srvices of ionon to teAm natle t is agreed that either party hereto shall at any and all times this Agreement by giving to the other party not thirty by e tOerdays party heretoitneitherlparty of such termination. Upon this Agreement being so term terminated 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. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY 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 the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by COTNs UfaTAureNG oor by any of CONSULTANT'S principals, officers or directors, or (d) CONSU obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions this any Work AgreementOand anyrders in eWork ffect, or (f) for any other just cause. The COUNTY may so terminate this Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. h 12.3. If, after notice of termination of this Agreement pnot l�n default,ed for in p oraghap is defablt was ove, it is determined for any reason that CONSULTANT was excusable, or that the COUNTY otherwise wasot tertitled to minationhe given pudy against rsuant to paragraph 12.2 NT provided for in paragraph 12.2, then the notice shall be deemed to be the notice of termination providedfor sameasand be o paragraph �imited below, to those CONSULTANT'S remedies against the COUNTY shall be afforded CONSULTANT under paragraph 12.4 below. 12.4. Notwithstanding anything herein to the contrary 'this Agrthe provisions of paragraph 12.1 eement t and any Work Orders in above), the COUNTY shall have the right to terminate effect, in whole or in part, without cause for convon seven enienlce�CONSULTANT's recar days written lovery ce to CONSULTANT. In the event of such termination against the COUNTY shall be limited to that o ethler withthe anyfee reta nage wi hheld and andyacosts te of termination, for any Work Orders so cancelled, t g reasonably incurred by CONSULTANT that are dffurtherctly rlrecoberyle to the against rminCOUNTYation, CONSULTANT shall not be entitled to any otheror 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 the t Od aw ngsh models, and oNher maalteelal set forth iver to the COUNTY all original papers, records, docum Page 13 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 and described in this Agreement, including those described in Article 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 COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7. In the event (i) the COUNTY 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) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY 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 the COUNTY of CONSULTANT'S intent to terminate that Work Order. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the subject Work Order and recover from the COUNTY payment for Services m performed Serv�ces not performed ordate, but any othernno event damages shall CONSULTANT be entitled top payment for from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. The 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,anAg Bement or anyother bsequentconsideration Work Order. entupon or resulting from the award or making of this 13.2. CCNA Projects: 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 COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, Page 14 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 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 FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. 15.2. In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement entdOrdinance,mount, theamended,Work Orderds hall be modified to reflect rocedures. For any ghe es that exceed an existing Work increase prior to any related Services being performed. 15.3. All duly executed modifications Work and made a(including partof slAgreement by modifications rence r Changes thereto) are herebyincorporated into ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY'S address of record: Board of County Commissioners for Collier County, Florida Division Name: Procurement Services Division Division Director: Sandra Herrera Address: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyne) 2Colon 67 Telephone: E-Mail(s): Evelyn.Colon@colliercountyfl.gov Page 15 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Company Name: Johnson Engineering, Inc. Address: 2350 Stanford Court Naples, Florida 34112 Authorized Agent: Michael Dickey, PE Attention Name & Title: Telephone: (239) 461-2455 / (239) 334-0046 E-Mail(s): mdickey@johnsoneng.com/ vmitchellAjohnson 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 SEVENTEEN MISCELLANEOUS 17.1. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Page 16 of 33 PSA Fixed Tenn Continuing Contract 2017 009 Ver.2 17.8. This Agreement may be simultaneously executed in and thel coupame nrparts, each of which shall be an original and all of which shall constitute but one 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Proiects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions and Assurances Solicitation # 18-7432- UC ,adincluding all Attachment(s), Exhibit(s) and Addendum/Consultant's Propos 17.10. El Grant Funded Proiects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY'S Board approved Executive Summary, the terms of the Agreement shall take precedence over e ditio s terms shallall t ke other precedencDeo over e the ts, except the terms of any Supplemental Grant Agreement. To the extent any conflict in the terms of the Co°r the Agreement,tract t the confb t shall be resolved by application of the Supplemental Conditions, if any, resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box (■ ) expressly apply to the terms of this Agreement. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, United States rguaslons madef the State of applicable to Florida, and by such laws, rules and regulations of th services funded by the United States government. Assnsuit or action brought must be by either aought rty to this Agreement against the other party relating to ora g out of this Agreement in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES any 19.1. The CONSULTANT warrants that CONSULTANT orking solely forCONSULTANT, todsolicit company or person, other than a bona fide employeeperson, or secure this Agreement and that OSotheANhanan a bona fide employeT has not paid or agreede any working solely for company, corporation, individual or firm, ntingent CONSULTANT, any fee, commission, percentage, gother At thedtimel thisoAgreemenpt°is n or resulting from the award or making of this Agreement. executed, CONSULTANT shall sign and deliver to the COUNTY pthhereof ase nSchged_ otiation Certificate identified in Article 13 and attached hereto and m The CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, Page 17 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 which UNTY nes compensation shall be adjusted to exclude any sums by noncurrent wage ratesranld otheefact al unit ostsas increased due to inaccurate, incomplete, oroncu 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY'S staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY'S staff person who would make the presentation of any settlement reached at mediation to the COUNTY'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE 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 eitherand ControlAct me ame986 nded. Failure bys located t 8 the CONSULTANT to and regulations relating thereto, asmay Page 18 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 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. (signature page to follow) Page 19 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court & Comptroller eikAisquic‘. By: ijoriet,e4e.e•olb40 Date: ' 1D Ar Burt L. Saunders , Chairman Most as,t ai ran'S signature ontyi,4' Appr•` -d as to Fo- an, Legality: ACounty Attorney Name Consultant: Consultant's Witnesses: Johnson Engineering, Inc. By: / 21,_ Witness Lisa Baughman,Admin. Professional Michael Dickey,Vice President/Director Name and Title \1 Name and Title fitness Dave Trouteaud,Professional Engineer Name and Title Page 20 of 33 PSA Fixed'Perm Continuing Contract 2017.009 Ver SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date:�— This Work Order is for professional(describe)services for work known as: Project Name: Project No: art of this Work Order. In The work is specified in the proposal dated ,20 which is attached hereto and made a p accordance with Terms and Conditions of the Agreement referenced above,this Work Order is assigned to:Name of Firm Scope= As detailed in the attached proposal and the following: * Task I * Task II * Task III ends beyond the expiration date of Agreement#00-0000�'der.urvive chedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work S Work Order that Order. The Consultanttagrees that any and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Agreement referenced above,the County will compensate the Firm in accordance with S Lump Sum Plus Reimbursable Costs (the ❑Time &Material Colmp on: In accordancegi withothe following method(s):hd ONegate— Lump SA) DCos Plus Fixed Fee (CPFF), (define which method will be used for which (T&M) (established hourly rate—Schedule A) ❑ tasks)as provided in the attached proposal. Task I $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Date Name and Title APPROVED BY: Date (Dept Name),Division Director APPROVED BY: Date type name,Department Head lcn By the signature below,the Firm(includingemployees,officers rs an/oags) eifiedhereby dis, at, best oftsirowled belief, all relevant facts concerning past,present,or currently planned rnaeit (cs,, bylorgant or otherwwhichise) to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed. actual or potential conflict of interest that arisesAdditionally,the Firm agrees to notify the Procurement Director,in writing within 48 hours of leaning of any P during the Work Order and/or project duration. ACCEPTED BY: (Firm Name) Name&Title of Authorized Officer Date Page 21 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES B.1.1. As the COUNTY identifies certain Services it wishes ONSULTNT f romtCONSULTANT for provide pursuant to the terms of this Agreement, the COUNTY shall request aproposal the such Services, said proposal to be in compliance with the terms f thishnogreemelimitent t If the paope, reach an agreement with respect to such Services, including, compensation and schedule for performance of those Services, i s, ae paor rk rieswitshall bt to sued which incorporates the terms of the understanding reachedy Services. B.1.1.1. The COUNTY may request that CONSUandNhe estimated feesT in writing advise tthereof for the COUNTY of (i) the estimated time of CONSULTANT'S personnel proposed work to be specified in the Work Order; and (ii) estimated s i Servicesaecharge be the COUNTYd by for the reimbursable expenses applicable to the contemplated I such CONSULTANT under the proposed Work Order. good CONSULTANT faT NT s all promptly supply estimate to the COUNTY based on CONS s. n B.1.2. All Services to be performed by CONSULTANT pursuant ur bed nto Work Ordethis r i ent s allrbe in nt conformance with the scope of services,which shall be eherein, with to the procedures described herein. Reference tot eerm Work iO dder or Amendments.respect to authorization of Services, includes all written Work Order rk B.1.3. All Services must be authorized in writing by the COUNTY unlessYin taed to the foof arm he they Order. CONSULTANT shall not provide any Services to the e required in a written Work Order. Any Services p�the COUN COed by shall have no liability for such NSULTANT without a written Work Order shall be at CONSULTANT's own risk an Services. B.1.4. Upon issuance 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. 2. COMPENSATION TO CONSULTANT r B.2.1. Payments for Basic Services and Additional Basic Services as S ntvo ce appro�edthe by the Work Order shall be made upon presentation of the CONSULTANT's COUNTY. B.2.2. Payments will be made for services furnished, deliv{keds six (6) crept e , upon creceipt and f approval of invoices submitted on the date of services or contract. Any untimely submission of invoices beyond {Imel specified subm tedaTime phall be deemed of is subject to non-payment under the legal doctrine of laches as Y the essence with respect to the timely submission of invoices under this Agreement. Page 22 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 the COUNTY agrees to make payments provided for in this Agreement, to C For the NT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses to CONSULTANT or as a Lump Sum.B (basic, with respect to this Agreement, Time and Material Fees: Direct Labor Costs msonnel, actual salaries and wages premium Ti paid to CONSULTANT's pe premium and incentive) each monthly indirect payroll related costs and fringe benefits,ulelB accordanceWitwith and notin including allh in ate p Y other excess of the rates set forth in NSULTANT shallsubmitdetailed time records, snd anyirect Labor documentation for Payment, Crequired by the COUNTY, regarding CONSU reahenably to be reviewed and approved by the COUNTY. There shall Costs incurred atpay wtithout me ofbilling, to prior written approval. be no overtime p y if any, the provided pursuant to Article 2 of the Agreement, B.2r agrees toAdditional pay C nal Services p otiated total fee and Reimbursable hrosable ES p h Additional ses based COUNTY pay CONSULTANT a negotiated on the services to be provided and as set forth in the Amendment Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comp I with the provision of Section B.3.4.1 no overtime pay on Additional Services without the COUNTY'S prior written below. There shall be approval. CONSULTANT's anything herein to the contrary, in no event may ANT'S B.2.4.2. Notwithstanding y 9the applicable billings, on a cumulative basis, exceed the sumdetermined has determined upCONSULTANT has nonth exceed g limits by the percentage the COUNTY not to task(s) completed such task as of that particular monthly billing. Sum Fees: The fees noted in the Work Order shall constitute CONSUe lump shallu B 2.5. Lump performance oftheT status, amount to be paid to CONSULTANT for the report reflecting submit to the COUNTY as part of its monthly invoice a progress as of the lasts day of the in effort estimated to be required for the completion of the Services authorized terms of the total work then-authorized Additional Services, underjethe Work Order andlany other things, the report shall show all Service items and the subject monthly billing cycle. Among a without the COUNTY's prior percentag e complete of each item. There shall be no overtime p y written approval. pursuant to Article 2 of the Agreement, the COUNTY B.2. provided based the agrees For Additional ServicesANTp otiated total fee and Reimbursable Expenses to paye CONSULTANT a negotiated provided and as set forth in the Amendment aunhA{tachment Additional Schedule B services to be the rates specified The negotiated fee shall be based uponI with the provisions of Section 3 below. Thererovall bed noll Reimbursable Expenses shall comply writtenT app overtime pay on Services or Additional Services without COUNTY's priorthis Schedule B, attached to respect to any subconsultant or subcontractor to sbell beized limited y B.2.7. Unless specific rates have been established in Attachment CONSULTANT for agrees that, withWork Or CONSULTANT for a particular Order or Additional fees rvices,and expensesLTANT associated with such of five percent (5%) on th to a maximum markup subconsultants and subcontractors. agrees to furnish to the COUNTY, after ffoerste Send ofs each perfcalendar B.2.8 The CONSULTANT9 month, or as specified in the Work Order, statement ge23 f3 of charges SA Fixed Term Continuing Contract 2017.009Ver 2 rendered by CONSULTANT during that time period, and for any the COUNTY 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 the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. B.2.9. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.2.10. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. REIMBURSABLE EXPENSES B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. B.3.3. The COUNTY 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 in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3.3.1. Cost 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 COUNTY's review and approval. 5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. Page 24 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 5.3.3.4. Permit Fees required by the Project. 5.3.3.5. Expense of models for the COUNTY's use. 5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.3.3.7. Other items on request and approved in writing by the COUNTY. 5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. Page 25 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 SCHEDULE B - ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal $238 Senior Project Manager $201 Project Manager $165 Senior Engineer $175 Engineer $136 Senior Inspector $117 Inspector _ $96 Senior Planner $164 Planner $130 Senior Designer $128 Designer $109 Environmental Specialist $120 Senior Environmental Specialist $156 Scientist/Geologist $115 Senior Scientist/Geologist $156 Marine Biologist/Hydrogeologist $133 Senior Marine Biologist/Hydrogeologist $169 Senior GIS Specialist $149 GIS Specialist $114 Clerical/Administrative $73 Senior Technician $102 Technician $83 Surveyor and Mapper $142 CADD Technician $95 Survey Crew - 2 man $152 Survey Crew - 3 man $185 Survey Crew - 4 man $218 Senior Architect $177 Architect $148 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. Ilk Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 SCHEDULE C INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, Page 27 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? Ill Yes I I No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11 . United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑Yes • No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? Yes ISI No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? IUI Yes L I No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be Page 28 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? Yes I•I No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? Yes ■ No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? ■ Yes No Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? ' Yes ■ No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? • Yes I I No Cyber Insurance: Coverage shall have minimum limits of$ 1,000,000 Per Occurrence. 20. UMBRELLA LIABILITY. A. 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. B. 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. 21 . PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? ■ Yes I I No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. Page 30 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self-insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE C Page 31 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 nthis schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Johnson Engineering, Inc. (company's name) 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 "Professional Services Library Utility Collection/Distributtion Systems Engineering " project is accurate, complete and current as of the time of contracting. I BY: !�^_ 4 TITLE: Vice President/Director DATE: February 27, 2020 Page 32 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver.2 SCHEDULE E Other: Federal Contract Provisions and Assurances (Description) 1.1 following this page (pages 1 through 9 ) I I this schedule is not applicable Page 33 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract(including a purchase order). Compliance with Federal Law, Regulations and Executive Orders:The Sub-Recipient(County)agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Funded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (iii) the subcontractor shall hold the Division and Sub-Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances: o 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards o 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93- 288, as amended, 42 U.S.C. 5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide, 2017 (in effect for incidents declared on or after April 1, 2017) Reporting: The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain information,documentation, and other reporting in order to satisfy reporting requirements to the granting agency. Access to Records: (1) The contractor agrees to provide the County, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representative's 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. (2)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. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. DHS Seal, Logo,and Flags:The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. No Obligation by Federal Government:The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Program Fraud and False or Fraudulent Statements or Related Acts: The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. EXHIBIT I-1 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Energy Efficiency Standards: 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. Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30)day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination.The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of"funding agreement"under 37 CFR§401.2(a)and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the County must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Changes: See Standard Purchase Order Terms and Conditions. Procurement of Recovered Materials(§200.322)(Over$10,000): (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or(iii) At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpq- program Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000.As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.3000,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. Contracting with small and minority businesses,women's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses,women's business enterprises, and labor surplus area firms are used whenever possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2)Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; EXHIBIT I-2 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor,if subcontracts are to be let,to take the affirmative steps listed in paragraphs (1)through (5) of this section. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60- 1.4. During the performance of this contract, the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity,or national origin.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 pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. III. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing,or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. EXHIBIT I-3 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. VIII. The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction,the contractor may request the United States to enter into such litigation to protect the interests of the United States. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1)of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages. The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2)of this section. EXHIBIT I-4 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES (4) Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1)through (4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." Administrative, Contractual, or Legal Remedies (over $150,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it,will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Clean Air Act and Federal Water Pollution Control Act: (over$150,000) (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. § 7401 et seq. (2) 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. (3)The contractor agrees to report each violation to the County and understands and agrees that the County will,in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (4) The contractor agrees to include these requirements in each subcontract exceeding$150,000 financed in whole or in part with Federal assistance provided by FEMA. Byrd Anti-Lobbying Amendment(31 U.S.C. § 1352 (as amended) (over$100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. 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 any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.Such disclosures are forwarded from tier to tier up to the recipient." State Provisions Convicted Vendor and Discriminatory Vendors List Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids 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 a public entity, and may not transact business with any public entity in excess of $25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Record Retention - The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment is made and shall allow the County, FDEM, or its designee's access to such records upon request. EXHIBIT I-5 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES Acknowledgement of Terms, Conditions, and Grant Clauses Certification If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. On behalf of my firm, I acknowledge, the grant requirements identified in this document. Vendor/Contractor Name Johnson Engineering, Inc. Date 2/8/2019 Authorized Signature Micha I Dicke , PE, Vice Pr sident EXHIBIT I-6 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY and VOLUNTARY EXCLUSION Contractor Covered Transactions (1) The prospective subcontractor of the Sub-recipient, Collier County, certifies, by submission of this document, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the Sub-recipient's subcontractor is unable to certify to the above statement,the prospective contract shall attach an explanation to this form. CONTRACTOR Johnson Engineering,Inc. By: 1 jaii natute 9 AiritY Michael Dickey, PE, Vice President Name and Title 2I 22 Johnson Street Street Address Fort Myers,FL 33905 City, State,Zip 048177489 DUNS Number Sub-Recipient Name: Collier County Board of County Commissioners EXHIBIT I-7 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED,MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified. Unverifiable statuses will require the PRIME to either proivde a revised statement or provide source documentation that validates a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME: PRIME HID NUMBER CONTRACT DOLLAR AMOUNT Johnson Engineering,Inc. 59-1173834 TBD LS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, VETERAN y C N)IS THE ACTIVITY OF THIS CONTRACT_ MINORITY OR WOMEN BUSINESS ENTERPRISE? DBE? Y CONSTRUCTION? Y N (DBE/MBE/WBE)OR HAVE A SMALL DISADVANTAGED MBE? Y (,N CONSULTATION? OY N BUSINESS SA CERTIFICATION FROM THE SMALL BUSINESS ADMINISTRATION? A SERVICE DISABLED VETERAN? WBE? Y C N ) OTHER? V N SOB BA? Y (N i 15 THIS SUBMISSION A REVISION? YN 'F YES,RE'.SION NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE M/1NBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS N/A TOTALS: C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER Michael Dickey, PE 1/9/2019 Vice President EMAIL ADDRESS OF PRIME(SUBMFTTER) TELEPHONE NUMBER FAX NUMBER mdickey@johnsoneng.com (239) 461-2455 (239) 334-366 I NOTE:This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts.The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms.This form must be submitted at time of response to a solicitation. tf and when awarded a County contract,the prime will be asked to update the information for the grant compliance fifes. ET}gIFTY " ° CODE Black American BA Hispanic American HA Native American NA Submit.Asian American SAA Asian-Pacific American APA Non-Minority Women NW/ Other not of any other group listed o D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COWER CONTRACT P IIFElf PEP or P011IEQQ GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE EXHIBIT I-8 EXHIBIT I FEDERAL CONTRACT PROVISIONS AND ASSURANCES LOBBYING CERTIFICATION (To be submitted with each bid or offer exceeding $100,000) The undersigned [Contractor] certifies, to the best of his or her knowledge, that: 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 influencing or attempting to influence 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. 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. 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. § 3801 et seq., apply to this certification and disclosure, if any. Johnson Engineering, Inc. Contractor(Firm Name) _ 1 SigIre of on ractor's A horized Official Michael Dickey, PE, Vice President Name and Title of Contractor's Authorized Official 2/8/20 19 Date EXHIBIT I-9 7 ® DATE(MM/DD/YYYY) AR n CERTIFICATE OF LIABILITY INSURANCE 4/29/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: Yaritza Yaritza Soto BKS Partners PHONE FAX No):239-931-5604 5216 Summerlin Commons Blvd 1A/C.No.Ext):239-931-5600 (A/Suite 200 EMAIL AODREss: yaritza.soto@bks-partners.com Fort Myers FL 33907-2139 INSURER(S)AFFORDING COVERAGE NAIC# License#:L008716 INSURERA:CNA Insurance Companies INSURED JOHNENG-01 INSURER B Johnson Engineering, Inc. PO Box 1550 INSURER C: Fort Myers FL 33902 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1952276049 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR ADDL SUBR POLICY EFF POLICY EXP ILTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ _ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS AUTOSOQED PROPERTY DAMAGE $ (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE _$ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A CYBER LIABILITY 596721465 9/15/2019 9/15/2020 EACH OCCURRENCE 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) PROJECT:Collier County—Professional Services Library Utility Collection/Distribution Systems Engineering, RPS No. 18-7432-UC CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamiami Trail East, Bldg. C-2 AUTHORIZED REPRESENTATIVE Naples FL 34112 i2VLri ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD ____........4,11 JOHNS-1 OP ID: LH A�� CERTIFICATE OF LIABILITY INSURANCE DA03/30/TE D/YYYY) 03/30/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 321-445-1117 CONTACT Lauren Hampton PRODUCER NAME: InsuranceJCJ Agency PHONE 321-445-1117 FAx 321-445-1076 2208Hi 2208 Hillcrest Street (AIC,No,Ext): (AIC,No): Orlando,FL 32803 EDDRESS:Certs@JCf-Ir1SUranCe.COm Mark E.Jackson INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Berkley Insurance Company 32603 JN URED INSURER B: ohnson Engineering,Inc. 2122 Johnson St. INSURER c: Fort Myers,FL 33901 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER /YPOLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DD/YYYY1 IMM/DDYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE L OCCUR DAMAGE TO RENTED PREMI E Ea occurrence $ MED EXP An one.erson $ PERSONAL&ADV INJURY $ GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ ED AUTOMOBILE LIABILITY (Ea e accident SINGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED __ AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION STATUTEPER OATH — AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab AEC-9031940-04 09/15/2019 09/15/2020 Per Claim 2,000,000 Pollution Liab Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Collier County—Professional Services Library Utility Collection/Distribution Systems Engineering, RPS No. 18-7432-UC CERTIFICATE HOLDER CANCELLATION COLL329 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of County ACCORDANCE WITH THE POLICY PROVISIONS. Commissioners 3295 Tamiami Trail E, Bldg C-2 Naples, FL 34112 AUTHORIZED REPRESENTATIVES ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A`oRd CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/27/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: Maritza Soto BKS Partners PHONE P.O. Box 60043 IA/c.No.Ext):239-931-3021 FAX No):239-931-5604 Fort Myers FL 33906-6043 ADDRESS: yaritza.soto@bks-partners.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Continental Casualty Company 20443 INSURED JOHNS05 INSURER B:American Cas Co of Reading PA 20427 Johnson Engineering, Inc. PO Box 2112 INSURER C:Continental Insurance Company 35289 Fort Myers FL 33902-2112 INSURER D:Valley Forge Insurance Co. 20508 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1560694566 • REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLTYPE OF INSURANCE INSD WVDSUBR POLICY NUMBER (MM/DD//YY YY) (MFF M/DD//YY YYY) LIMITS LTR INSD WVD A X COMMERCIAL GENERAL LIABILITY Y 4027219232 9/15/2019 9/15/2020 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) $15,000 X XCU PERSONAL 8 ADV INJURY $1,000,000 GE 'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X JE X LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: B AUTOMOBILE LIABILITY Y 5084100207 9/15/2019 9/15/2020 COMBINED SINGLE LIMIT $ (Ea accident) 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS PROPERTY X HIRED AUTOS X AUTOSaNN ED Per accident) DAMAGE $ X PIP PIP $10,000 C X UMBRELLA LIAB X OCCUR 4034928401 9/15/2019 9/15/2020 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$10 000 $ D WORKERS COMPENSATION WC434939852 9/24/2019 9/24/2020 X STATUTE OTH- ER AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED'? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) PROJECT:Collier County—Professional Services Library Utility Collection/Distribution Systems Engineering,RPS No. 18-7432-UC Collier County Board of County Commissioners is listed as additional insured with respect to general liability on a primary and noncontributory basis,as per endorsement CNA75079XX and auto is listed as additional insured with respect to auto liability per form CA2048..30 days notice of cancellation applies except 10 days for nonpayment. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamiami Trail East, Bldg. C-2 AUTHORIZED REPRESENTATIVE Naples FL 34112 I ?2VL ,uL4 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD CNA Business Auto Policy Policy Endorsement IWAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US(WAIVER OF SUBROGATION) THIS, gENDORSEMENT CHANGES THE POLICY.PLEASE READ IT This endorsement modillesinsitikLe provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured:JOHNSON ENGINEERING,INC. Endorsement Effective Date:09/15/2019 SCHEDULE Name(s)Of Person(s)Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US.YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s)or organization(s)shown in the Schedule, but only to the extent that subrogation is waived prior to the"accident" or the"loss"under a contract with that person or organization. Form No:CA 04 44 10 13 Policy No:BUA 5084100207 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:09/15/2019 Endorsement No:3;Page: 1 of 1 Policy Page:34 of 169 Underwriting Company: American Casualty Company of Reading,Pennsylvania,151 N Franklin St, Chicago,IL 60606 ©Copyright Insurance Services Office,Inc.,2011 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. f, III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Policy No: 4027219232 Page 1 of 2 Endorsement No: 7 TRANSPORTATION INSURANCE COMPANY Effective Date: 09/15/2019 Insured Name: JOHNSON ENGINEERING, INC. Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16) Policy No: 4027219232 Page 2 of 2 Endorsement No: 7 TRANSPORTATION INSURANCE COMPANY Effective Date: 09/15/2019 Insured Name: JOHNSON ENGINEERING, INC. Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,inc.,with its permission.