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Backup Documents 12/16/2008 Item #16B13 MEMORANDUM Date: January 21, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #08-5107: Dyer, Riddle, Mills & Precourt, Inc. for the Collier Metropolitan Planning Organization's 2035 Long-Range Transportation Plan Update Contractor: Dyer, Riddle, Mills and Precourt, Inc. Enclosed is one original contract, referenced above (Agenda Item #16B13), approved by the Board of County Commissioners on Tuesday, December 16, 2008. The second contract will be kept in the Minutes and Records Department as part of the Board's permanent records. If you should have any questions, please contact me at 252-8406. Thank you. Enclosure (I) 16813 16813 MEMORANDUM TO: FROM: Ray Carter Risk Management Department f'i ~ I', / I I, Rhonda Cummings, CPPS, Contract Specialist .~~ n U'U,Jtt,W~> Purchasing Department DATE: January 8, 2009 RE: Review of Insurance for Contract: #08-5107 "Consultant Services for the Metropolitan Planning Organization Long Range Transportation Plan (LRTP) 2035 Update" Contractor: Dyer, Riddle, Mills and Precourt, Inc. (DRMP) This Contract was approved by the BCC on December 16, 2008, Agenda Item 16.B.13 /,r j;f)L'" ,":1 Please review the Insurance Certificates for the above referenced contract. Thank you. If you have any questions, please contact me at extension 8941. dod/RC C: Phil Tindal, MPO OATE RECEIVED jAN 0 9 2009 RISK ~/ / ~1,n.e{L f'IlyL"/j,kr" r~fJ' / . 1.Il-cP --.--.-'-------~--1'----. I >t,. . Dyer, Riddle. Mills & Precourt, Inc. Principals W3)'n~ lJ. Chahf.1U.ll. ~ K. BM1on.Jr. L~ws.J. CuSnl1'Wl, Jr. Jon S. M.:adows Sl('phcn L. prcevurr W,wrellC(: L Smi!n.,Jr. WillIam T. Stone: I ~ flUot Colloni.1 OrlYil! Oriana", Florida 32803 Pbone: 407.S96.D-~94 FlU'.: 407.8%.48.36 H:lI't()w.ftotidll ClMlo<<e. Noon ClU"01ffilr. Chipley. FTorida C(llumb~. SOllth Csmjina DeLand. Florida Fl. liluderdalc, FloridA Ft. MyCfl;. f1mida GainCf"Hle. Flonda J....'"k:.wuviUc-. Florid:ll l'almCiia..l. FloriJa j'nnallia CWy BciKtl, 'Flor~'&i P~nsacolll, Florida Tallahassee. Florida Tampa. Florida l.lWUul7S.J761 www.drmp.com ~1l.flM.f! 16813 RESOLUTION BY THE BOARD OF DIRECTORS OF DYER, RIDDLE, MILLS & PRECOURT, INC. The Directors of Dyer, Riddle. Mills & Precourt, Inc., a Florida corporation, (the "Corporation"), hereby take the following written action, pursuant to the terms of Florida Statutes, and hereby direct that this written action be filed in the minute book of the Company. The Directors hereby adopt the following resolutions: RESOLVED, that the following individuals constitute the corporate officers: Wayne D. Chalifoux. Chairman of the Board & President Stephen L. Precourt, Vice Chairman of the Board, Assistant Secretary & Vice President Lucius J. Cushman, Jr. Treasurer & Vice President Jon S. Meadows, Secretary & Vice President Donaldson K. Barton, Jr., Assistant Treasurer & Vice President Lawrence L. Smith, Jr., Assistant Secretary & Vice President William T. Stone, Assistant Treasurer & Vice President Ralph S. Bove, Jr., Vice President John R. Burkett, Vice President John C. Kelly, Vice President Kenneth R. Kniel, Vice President Mark D. Prochak, Vice President Mark E. Puckett, Vice President Abby A. Schaefer, Vice President Greg T. Smith. Vice President Glenn J. Lusink, Vice Predsident Benjamin C. Faust, Vice President Colette F. Moss, Vice President Michael K. Albano, Vice President V. Eugene Williford, Vice President Kevin M. Davenport, Vice President William T. Smoot, Vice President RESOLVED, that the following individuals are authorized to sign contracts or otherwise enter into agreements binding the Corporation, unlimited: Donaldson K. Barton, Jr. Wayne D. Chalifoux Lucius J. Cushman, Jr. Jon S. Meadows Stephen L. Precourt Lawrence L. Smith, Jr. William T. Stone RESOLVED, that the following individuals are authorized to sign contracts or otherwise enter into agreements binding the Corporation up to $2,000,000.00. I John R. Burkett Mark D. Prochak John C. Kelly Greg T. Smith Kenneth R. Kniel Abby A. Schaefer G:\BOD\2006I.R(:50lutions\Corporate Officers & Authorized Signature 4-26...o6.doc 'J , -------,---.. . ,",,,{,,. @\DRMP ~ .....1I~...Uh~..~.~Whfn 16B13 RESOL VED, that the following individuals arc authorized to sign contracts or otherwise enter into agreements binding (he Corporation up to $500,000,00. Michael K. Albano James E. Beck Ralph S, Bove, Jr. Kevin M, Davenport Benjamin C. Faust Glenn J. Lusink Colette F. Moss Mark E. Puckett William T. Smoot RESOLVED, that the following individuals are authorized to sign contracts or otherwise enter into agreements binding the Corporation up to $250,000.00. ..charles J. Boulian V James E. Burch Christina A. Dixon Kennc::th E. Griffith Danic::l R.Holt Bryant A. King Jeffrey R. Lance Joseph W. Perri Mark D. Sweeney JamesE. Toombs Dennis M. Tu(en V. Eugene Williford RESOLVED, that the following individuals are authorized to sign contracts or otherwise enter into agreements binding the Corporation up to $50,000.00. Donald C. Bieger Thomas G. Caffery Joseph E. DiBenedetto Stephen S. Early H, SimonHagedoom Gary W. Fre~lI18J1 Steven L. Ford Timothy W, Fredlund William H. Fulghum Michael J. Henry Michael J. Leo Stephen S. Lockett Peeter Mannik William D. McCrary, Jr. Gregory E. Murphy Robert M. Moon MW;Y E. O'Ne.u . RichardF, Ranck Robert A. Rutledge Ronald C. Smith James Syse Dawn M. Tuten IN WITNESS WHEREOF, the Secretary of the Corporation hereby certifies that the ;~;~~o'" 't,"iU "": :IY ""''''' by "" B"'" of 0""'" of.. Co_",oo 00 April 2<. j ~.- ~/&4(D' Jon $, M adows Date Corporate Secretary G:\BODI2006\Resolutions\Corporate Officers & Authorized Signature 4-26-06.doc www.sunbiz.org - Department of State Page 1 on Home Contact Us E-Filing Services Document Searches Forms Help Pr~viQY~Qn-'_i~! NJ!l<lQn_Ll!!t R~lYm..IQj,i.!lt events No Name History Entity Name Search Detail by Entity Name Florida Profit Corporation DYER, RIDDLE, MILLS AND PRECOURT. INC. Filing Information Document Number 556073 FEI Number 591791174 Date Filed 12/27/1977 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 01/27/1989 Event Effective Date NONE Principal Address 941 LAKE BALDWiN LANE ORLANDO FL 32814 US Changed 10/06/2006 Mailing Address 941 LAKE BALDWIN LANE ORLANDO FL 32814 US Changed 10/06/2006 Registered Agent Name & Address CHALIFOUX. WAYNE 0 941 LAKE BALDWIN LANE ORLANDO FL 32814 US Name Changed: 06/29/1999 Address Changed: 01/29/2008 Officer/Director Detail Name & Address Tille D BARTON, DONALDSON K 941 LAKE BALDWIN LANE ORLANDO FL 32814 Tille PDC CHALIFOUX, WAYNE D 941 LAKE BALDWIN LANE ORLANDO FL 32814 http://www.sunbiz.org/scripts/cordct.exe?action=D ETFH"&in'l. doc _ number=5 56073&in... ....-..---,. w)Vw.sunbiz.org - Department of State Title TVPD CUSHMAN, LUCIUS J. 941 LAKE BALDWIN LANE ORLANDO FL 32814 Title VPD PRECOURT, STEPHEN L 941 LAKE BALDWIN LANE ORLANDO FL 32814 Title VPSD MEADOWS, JON S 941 LAKE BALDWIN LANE ORLANDO FL 32814 Title VPD SMITH, LAWRENCE L JR 941 LAKE BALDWIN LANE ORLANDO FL 32814 Annual Reports Report Year Filed Date 2006 03/06/2006 2007 01/30/2007 2008 01/29/2008 Document Images 01/29/;2008 "ANNl)ALBE.I'.mn: 01/30/2001 .c,,A,)tNl).AL REPORT 031QBaQQEL:.ANNUAL REF'DRT 01/10/2005 "ANNUAL REPORT. Q2/06/2004 "ANNUAL REPORT. 01/1Bl2oQ3.=.,A,NNUAL REPORT 01/15/2002.=..ANNUAL REPORT 02/26/2001 " ANNUAL REPORT 03/10/2000" ANNUAL REPORT 06/29/1999 ,,_Reg. Agent Change 02/01/1999 :::.ANNUAL REPORT 02/17/1998 ".ANNUAL REPORT 02/14/1997" ANNUAL_REPORT 05/01/1996" ANNUAL REPORT 02/08/1995" ANNUAL REPORT D4/13/1988.=.,A,mendment Page 2 of3 16B13 View image in PDF format View image in PDF format View image in PDF format View Image in PDF format View image in PDF format View image in PDF format View image In PDF format View image in PDF format View image in PDF format View image in PDFformat View image in PDF format View image in PDFformat View image in PDF format View image in PDF format View image in PDF format View Image in PDF format Note: This is not official record. See documents if question or conflict. Prevjousol1 List NJt)(J9nl,.j~tt R~_tYJ:rtJ_QJ,,~t E:Ylill.!l! No Name History Entity Name Search http://www.sunbiz.org/scripts/cordet.exe?action=D ETrIL&inq" doc _ number=556073&in... 12/11/2008 ~ww.sunbiz.org - Department of State Page 3 of3 16813 Home Contact us Document Searches E-Filing Services Fonns Copyright and Privacy PoliciC'$ Copyright (~, 2007 State of Florida, Department of State. Help hup:/ /WWW .sunbiz.org/scripts/cordet.exe?action=D ETF[L&in~ doc _ number~5 56073&in... 12/11/2008 16813 Contract 08-5107 Consultant Services for the Metropolitan Planning Organization Long Range Transportation Plan (LRTP) 2035 Update PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this /& -f(jay of De.cv.." \:1,,-v- 2008, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and, Dyer, Riddle, Mills, and Precourt, Inc. authorized to do business in the State of Florida, whose business address is 941 Lake Baldwin Lane, Orlando, FL 32814 (hereinafter referred to as the "CONSUL TANT"). WIT N E SSE T H: WHEREAS, the OWNER desires to obtain the professional Planning services of the CONSULTANT concerning the Metropolitan Planning Organization Long Range Transportation Plan 2035 Update (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise In the type of professional services that will be required for the Project. PSA 16813 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. CONSULTANT shall provide to OWNER professional planning services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates John R. Burkett, PE, a qualified licensed professional to serve as the CONSULTANT'S project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the PSA 2 16813 services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of PSA 3 16B13 the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the PSA 4 16813 RTK(Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: PSA 5 16 B 13 2.1. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for OWNER'S use. 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. PSA 6 .-.,....-. ------....-1'.--.---'---~-.-., ...-_".. .,_...._.,...,,-,...- 16813 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; PSA 7 16813 (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after !'SA 8 16813 commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be J>SA 9 16B13 deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. [,SA 10 16813 ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSU L T ANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. PS^ 11 16813 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance, which are to be provided in the form attached as Attachment I to Schedule D, must identify the specific Project name, as well as the site location and address (if any). 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. PSA 12 16813 ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or replaced without OWNER'S prior written consent. 1 0.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. PSA 13 Where appropriate, the CONSULTANT shall require each 16813 subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 1 0.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other PSA 14 16813 codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. PS^ 15 16813 12.5. The OWNER shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. PSA 16 16813 ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. PSA 17 ARTICLE FIFTEEN MODIFICATION 16813 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Building H 3301 Tamiami Trail East Naples, fI. 34112 Attention: Stephen Y. Carnell, Purchasing/General Services Director Fax: 239-732-0844 16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Dyer, Riddle, Mills and Precourt, Inc. 941 Lake Baldwin Lane Orlando, FL 32814 Attn: John R. Burkett, PE Telephone: 407-896-0594 Fax: 407-896-4836 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. PS^ 18 16B13 ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. PSA 19 16813 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Exhibit 1 TERMS FOR FEDERAL AID CONTRACTS Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for PSA 20 16813 CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation PSA 21 16813 before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. rSA 22 16B13 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for RFP 08-5107 Consulting Services for the Metropolitan Planning Organization Long Range Transportation Plan (LRTP) 2035 Update the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, CI~rk ::te.~OC Attelt ato a.j....\, ." II ~.ture oit,. !:,'i By: Over, Riddle, Mills and Precourt, Inc. I for . ,() (I ---4b~ \!YU<-,. ,first Witness ~f'";cil'C~€rL~n tType/print witness namet ~a W/AjJ~ Second Witness By i.l". t t,...j.II<= Signature JIWH.I. 8u/tJ;E17"; Vld PIf6SIJ}E~ Typed signature and title tiff [U(/zjOd~ tType/print witness namet Ilem# JL2fJ3 ~:da l'diloa g:~d i --()'() -{)1 PSA 23 16813 EXHIBIT 1 TERMS FOR FEDERAL AID CONTRACTS The following terms apply to all contracts in which services involve the expenditure of federal funds: A. It is understood and agreed that all rights of the Department relating to inspection, review, approval, patents, copyrights, and audit of the work, tracing, plans specifications, maps data, and coast records relating to this Agreement shall also be reserved and held by authorized representatives of the United States of America. B. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval of U.S.D.O.T., anything to the contrary in this Agreement not withstanding. C. Compliance with Regulations: The Consultant shall comply with the regulations of the U.S. Department of Transportation relative to nondiscrimination in federally-assisted programs of the U.S. Department of Transportation (Title 49, Code of Federal Regulation "CFR", Part 21, hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of the contract. D. Nondiscrimination: The Consultant, with regard to the work performed by him after award and prior to completion of the contract work, will not discriminate on the grounds of race, color, religion, sex or national origin in the selection and retention of subcontractors, including procurements of material, and leases of equipment. The consultant will not participate either directly or indirectly in the discrimination prohibited by 49 CFR Section 21.5 of the program set forth in Appendix B of the Regulations. E. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations made by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials an leases of equipment, each potential subcontractor, supplier or lessor shall be notified by a consultant of the consultant's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, color religion, sex or national origin. F. Information and Reports: The Consultant will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Department or U.S. Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall certify to the Department, or the U.S. Department of Transportation, as appropriate, and shall set forth what efforts it has made to obtain the information. G. Sanctions of Noncompliance: In the event of the Consultant's noncompliance with the nondiscrimination provisions of this contract, the State of Florida Department of Transportation shall impose such contract sanctions as it or the U.S. Department of Transportation may determine to be appropriate, including but not limited to, PSA 24 16813 1. withholding of payments to the Consultant under the contract until the Consultant complies and/or 2. cancellation, termination or suspensions of the Contract, in whole or in part. H. Incorporation or Provisions: The Consultant will include the provisions of Paragraph A through H in every subcontract, including procurements of materials and leases of equipment unless exempt by the Regulations, order, or instructions issued pursuant thereto. The Consultant will take such action with respect to any subcontract or procurement as the State of Florida Department of Transportation or the U.S. Department of Transportation may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that, in the event a Consultant becomes involved in, or is threatened with litigation with a subcontractor or supplier as a result of such direction, the Consultant may request the State to enter into such litigation to protect the interests of the State, and, in addition, the Consultant may request the United Stated to enter into such litigation to protect the interests of the United States. I. Interest of Members of Congress: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising there from. J. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for one year thereafter shall be any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States, and public corporations, boards, and commissions established under the laws of any State. K. Participation by Minority Business Enterprises: The Consultant shall agree to abide by statements in Paragraph (1) and (2) which follow. These statements shall be included in all subsequent agreements between the Consultant and any Sub-consultant or contractor. 1. "Policy: It is the policy of the Department of Transportation that minority business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement. Consequently, the MBE requirements of 49 CFR Part 23 applies to this agreement. 2. "MBE Obligation: The recipient or its contractor agrees to ensure that minority business enterprises, as defined in 49 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal Funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts finance in whole or in part with Federal funds provided under this agreement. In this regard, all recipients or contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on PSiI 25 16B13 the basis of race, color, national origin, or sex in the award and performance of DOT-assisted contracts." L. It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect to any facts related to the project(s) described in this Agreement is a violation of the Federal Law. Accordingly, Unites States Code, Title 18, Section 1020, is herby incorporated by reference and made a part of this Agreement. M. It is understood and agreed that if the Consultant at any time learns that the certification it provided the Department in compliance with 49 CFR, Section 23.51, was erroneous when submitted or has become erroneous by reason changed circumstances, the Consultant shall provide immediate written notice to the Department. It is further agreed that the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" as set forth in 49 CFR, Section 29.510, shall be included by the Consultant in all lower tier covered transactions and in all aforementioned federal regulation. N. The Department herby certifies that neither the consultant nor the consultant's representative have been required by the Department, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract, to 1. employ or retain, or agree to employ or retain, any firm or person, or 2. pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; The Department further acknowledges that this agreement will be furnished to a federal agency, in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. O. The Consultant hereby certified that it has not: 1. employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for the above contractor) to solicit or secure this contract; 2. agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this contract; or 3. paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for the above contractor) any fee contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contract The consultant further acknowledges that this agreement will be furnished to the State of Florida Department of Transportation and a federal agency in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. PSA 26 16813 SCHEDULE A SCOPE OF SERVICES LEE & COLLIER MPO 2035 LONG RANGE TRANSPORTATION PLAN 1.0 General The purpose of this contract will be to provide planning and consulting services for the development of two 2035 long Range Transportation Plans for (1) the lee County Metropolitan Planning Organization (MPO) and (2) the Collier MPO. This will be one consultant for two (2) contracts resulting in two (2) separate but coordinated plans. All modeling work will be done in CUBENoyager format. 1 .1 Study Area The area to be considered in the development of the LRTP is defined by the boundaries of Lee and Collier County, Florida. 1.2 Schedule The CONSULTANT shall prepare and maintain a project schedule, which will outline the time frame for accomplishing the long range transportation plan update and supplemental services by June 2010. This schedule shall be in sufficient detail to describe the deliverables, when the various tasks will start and finish, milestones important to maintaining the project schedule and allow for the review time needed by the various agencies. The schedule should include the identification of critical milestones. This schedule will allow sufficient time for meetings and take into account the committee process for both of the MPOs. This task will require the Consultant to refine and maintain the time schedule for completing the tasks within the approved schedule for the update. Any changes to the time schedule will be outlined at the time of submittal of monthly progress reports. If the schedule is not on time a detailed explanation will be provided to the Lee and Collier MPOs. 1.3 Consistency with Federal and State Requirements The Consultant will recommend a process based on this scope of services and shall be consistent with Federal and State requirements. The LRTP will be updated consistent with SAFETEA-LU which recognizes that transportation investments impact the economy, environment and community quality of life. Federal Metropolitan Planning laws and regulations (23U.S.C134 and 23CFR450) and State Metropolitan Planning law (339.175), establish the framework and provide guidance in the preparation and regular review and update of Long- Range Transportation Plans by the Metropolitan Planning Organizations (MPOs). The plan shall: (1) Identify the projected transportation demand of persons and goods In the metropolitan planning area over the period of the plan; (2) Identify adopted congestion management strategies including, as appropriate, traffic operations, ridesharing, pedestrian and bicycle facilities, alternative work schedules, freight movement options, high occupancy vehicle treatments, telecommuting, Intelligent Transportation System infrastructure and public transportation improvements (including regulatory, pricing, management, and PSA 27 16813 operational options), that demonstrate a systematic approach in addressing current and future transportation demand; (3) Identify pedestrian walkway and bicycle transportation facilities in accordance with 23 U.S.C. 217(g); This section will be handled through the Comprehensive Pathway Planning process each MPO has funded. The CONSULTANT will coordinate with each MPO's Consultant to assure a smooth transition into each MPO's Year 2035 LRTP. (4) Reflect the consideration given to the results of the management systems; (5) Assess capital investment and other measures necessary to preserve the existing transportation system (including requirements for operational improvements, resurfacing, restoration, and rehabilitation of existing and future major roadways, as well as operations, maintenance, modernization, and rehabilitation of existing and future transit facilities) and make the most efficient use of existing transportation facilities to relieve vehicular congestion and enhance the mobility of people and goods; Include design concept and scope descriptions of all existing and proposed transportation facilities in sufficient detail, regardless of the source of funding, in nonattainment and maintenance areas to permit conformity determinations under the U.S. EPA conformity regulations at 40 CFR part 51. In all areas, all proposed improvements shall be described in sufficient detail to develop cost estimates; (6) Reflect a multi-modal evaluation of the transportation, socioeconomic, environmental, and financial impact of the overall plan, including all major transportation investments in accordance with Sec. 450.318; (7) For major transportation investments for which analyses are not complete, indicate that the design concept and scope (mode and alignment) have not been fully determined and will require further analysis. The plan shall identify such study corridors and sub areas and may stipulate either a set of assumptions (assumed alternatives) concerning the proposed improvements or a no-build condition pending the completion of a corridor or sub area level analysis under Sec. 450.318. In nonattainment and maintenance areas, the set of assumed alternatives shall be in sufficient detail to permit plan conformity determinations under the U.S. EPA conformity regulations (40 CFR part 51); (8) Reflect, to the extent that they exist, consideration of: the area's comprehensive long-range land use plan and metropolitan development objectives; national, State, and local housing goals and strategies, community development and employment plans and strategies, and environmental resource plans; local, State, and national goals and objectives such as linking low income households with employment opportunities; and the area's overall social, economic, environmental, and energy conservation goals and objectives; (9) Indicate, as appropriate, proposed transportation enhancement activities as defined in 23 U.S.C. 101(a); and (10) Include a financial plan that demonstrates the consistency of proposed transportation investments with already available and projected sources of PSA 28 16813 revenue. The financial plan shall compare the estimated revenue from existing and proposed funding sources that can reasonably be expected to be available for transportation uses, and the estimated costs of constructing, maintaining and operating the total (existing plus planned) transportation system over the period of the plan. The estimated revenue by existing revenue source (local, State, and Federal and private) available for transportation projects shall be determined and any shortfalls identified. Proposed new revenues and/or revenue sources to cover shortfalls shall be identified, including strategies for ensuring their availability for proposed investments. Existing and proposed revenues shall cover all forecasted capital, operating, and maintenance costs. All cost and revenue projections shall be based on the data reflecting the existing situation and historical trends. For nonattainment and maintenance areas, the financial plan shall address the specific financial strategies required to ensure the implementation of projects and programs to reach air quality compliance. Metropolitan planning regulations require that in formulating the long range transportation plan, the MPO should provide for consideration of projects and strategies that give consideration to the following eight (8) evaluation factors, as they relate to a minimum twenty (20) year forecast period: . Support the economic vitality of the United States, the States and Metropolitan areas, especially by enabling global competitiveness, productivity and efficiency; and . Increase the safety of the transportation system for motorized and non-motorized users. The safety element shall incorporate or summarize priorities, goals, counter measures or projects contained in the Strategic Highway Safety Plan; and . Increase the security of the transportation system for motorized and non-motorized users. The security element shall incorporate or summarize the priorities, goals or projects set forth in the transit safety and security planning and review processes, plans and programs; and . Increase the accessibility and mobility options available to people and freight; and . Protect and enhance the environment, promote energy conservation, and improve quality of life; and . Enhance the integration and connectivity of the transportation system, across and between modes, for people and freight; and . Promote efficient system management operation; and . Emphasize the preservation of the existing transportation system. The goal of the plan is to encourage and promote the safe and efficient management, operation, and development of surface transportation systems that will serve the mobility needs of people and freight and foster economic growth and development within and through urbanized areas, while minimizing transportation-related fuel consumption and air pollution. The process for developing the plan should provide for consideration of all modes of transportation and shall be continuing, cooperative, and comprehensive to the degree appropriate, based on the complexity of the transportation problems to be addressed. PSA 29 16813 In developing the long-range transportation plan, the MPO's public involvement process should provide citizens, affected public agencies, representatives of transportation agency employees, freight shippers, private providers of transportation, representatives of users of public transit, providers of freight transportation services, and other interested parties with a reasonable opportunity to comment on the proposed plan. In addition, the LRTP shall be developed in consultation with Federal, State, Tribal and local agencies responsible for land use management, natural resources, environmental protection, conservation and historic preservation. The Consultant, with assistance from both MPO's, shall find ways to get input from underserved communities, such as the Haitian community in Collier County to ensure we are getting input from a wide cross-section of our community. The MPO shall identify stakeholders that will be used to make a up a steering committee who will be brought together at key decision points to review and provide input that will be used to help develop the plan. During the course of development/update, the long-range transportation plan will provide input into a coordinated environmental review process for highway construction projects (Environmental Streamlining/Efficient Transportation Decision Making-ETD). In addition, as part of this review process the Consultant, with the assistance of staff, shall consider potential mitigation activities that can be used to mitigate for the projects identified in the Plan. The modeling shall be done on the Cube Voyager platform and will include transit to analyze transit operations such as bus rapid transit, light rail transit and commuter rail transit. The CUBE Voyager model is being validated for use in each MPO's LRTP by the Florida Department of Transportation, District One. The CONSULTANT will rely on the validated model for multi-modal transportation alternatives, and cannot begin this part of the project until Collier County MPO and Lee County MPO have accepted the base Year 2007 Validated Model from FDOT. 2.0 Scope of Services 2.1 Project Initiation, Quality Assurance and Project Management 2.1.1 Project Initiation - The Consultant will initiate the project with research and collection of all relevant existing documents. This task involves the acquisition of applicable maps, graphics, existing plans and data from available sources. 2.1.2 Quality Assurance - The Consultant shall assign one person that will be doing the Quality Assurance reviews and will be the primary contact for the MPOs when there are issues with the work products. 2.1.3 Project Management - This task involves the ongoing project management responsibilities throughout the project and will include regular coordination meetings with the MPOs assigned contacts. 2.1.4 The Consultant will review the current plans and will meet with the MPO staff and the local jurisdictions to make sure that projects that were included in the currently adopted plan can still be built as was previously assumed. 2.2 Public Involvement Program PSA 30 16813 2.2.1 Process - The Consultant will conduct the public involvement process for the LRTP update consistent with each of the MPO's Public Involvement Plans, Federal and State requirements and following good industry practices. The public involvement process shall include public participation at all stages of the plan development and the timely release of draft work products to ensure adequate public and agency reviews. 2.2.2 Public Meetings - The Consultant shall conduct four (4) public meetings to review the final proposed plan as well as taking the draft documents through the Committee's of both MPO's. The Consultant shall maximize the use of maps and graphics to display the development of the alternatives and the final plan. The Consultant will be responsible for providing the meeting facilities, advertising the meeting and providing the staff to conduct the meetings. 2.2.3 Model Coordinating Committee - The Consultant will also coordinate and meet regularly and work with the Lee and Collier Model Coordinating Committee. The Model Coordinating Committee will meet at least bi-monthly through the LRTP update and is responsible for making decisions through a voting process at decision points. 2.2.4 The Consultant will prepare two (2) newsletters for general distribution in Lee and Collier Counties. 2.2.5 This Task has been incorporated into Task 3.2.1. 2.2.6 The Consultant will provide information, documents and other pertinent data throughout the study that will be used to form an ongoing LRTP update website. This will be loaded on each of the MPO's websites on an as needed to update basis. 2.2.7 All draft and final reports, newsletters and other presentation media shall be made available in electronic format to both MPO's so that they can put those items on their respective websites for review and comment. 2.3 Goals and Objectives 2.3.1 The Consultant will evaluate and confirm the validity of each MPO's Goals and Objectives. The Consultant will ensure that the goals and objectives are consistent with SAFETEA-LU requirements. 2.3.2 The Consultant will review new or revised Goals and Objectives and will prepare a memorandum of the changes to be presented to each MPO's TAC and CAC committee's as well as each of the MPOs for final approval. 2.4 Land Use Forecast 2.4.1 The Consultant will be responsible for the development of 2007 zonal data and roadway network in all of Lee County and in areas of Collier County for which zonal data and roadway network are not being developed for Collier County under a separate contract, which after approval will be given to FDOT to conduct the validation under a separate contract. The Consultant will be provided the 2007 PSA 31 16813 zonal data for Collier County which is being produced under a separate contract but will be responsible for reviewing and evaluating for reasonableness and shall make suggested changes to the Collier MPO. The Consultant will also be responsible for developing the zonal data for the interim and model years (2015, 2020, 2025, 2030 and 2035). 2.4.2 The Consultant will review the 2007 base year model produced by FDOT's consultant and validation report and will evaluate its reasonableness for suggested changes to the FDOT's Consultant. 2.5 Congestion Management Strategies 2.5.1 This task includes the review and consideration of the MPO's CMS Plan elements as necessary for inclusion into the Plan Update to meet the requirements of 23 CFR 450.322. Title 23 requires that the development of the Congestion Management System be addressed and adopted so that mobility management strategies are identified in the Updated Plan. These should include traffic operations features, ridesharing, pedestrian and bicycle facilities and other alternatives such as flex-time, freight movements, ITS features where appropriate and public transportation improvements. The Consultant will be required to review both of the MPO's adopted Congestion Management Plans for consistency with the LRTP Goals, Objectives and Policies. The Consultant shall determine appropriate performance measures that are consistent with the CMS Process. The congestion/mobility management plan will be an integral part of the transportation plan update process and will provide a systematic approach to current and future transportation demand. To the maximum extent practical, output from the most recent CMS Plan assessment shall be considered during the LRTP Update. The Consultant may be required to format travel demand forecasts to facilitate their use as a component of the CMS plan particularly as it is related to local concurrency management systems data needs. 2.6 Multi-Modal Transportation 2.6.1 The Consultant will conduct a Multi-Modal Transportation System Assessment analysis, which will include, as appropriate, a transit system forecast assessment, an evaluation of the transit and highway networks serving the airport and rail facilities, and a review of the non-motorized transportation system for each MPO area including existing facilities deficiencies and their lack of interconnection to the other public transportation modes in the area. The Consultant should propose to the MPO's how the transit alternatives will be conducted to ensure that we can show what impact transit improvements would have on the transportation system. All data files related to the transit networks need to be developed for modeling both the validation and future year alternatives. 2.6.2 The Consultant should develop a methodology for creating long-range forecasts for each of the modes including the non-motorized system. The Consultant will identify the data requirements necessary to characterize the existing system for each of the public transportation modes, including motorized and non-motorized systems. The Consultant will identify the existing conditions for each of the different modes of transportation, identifying and quantifying the deficiencies that presently exist and make the system less than desirable. The Consultant shall PSA 32 16813 identify what is needed to make the multi-modal system convenient to choice (not transit dependent) passengers. Special attention should be given to identifying the existing deficiencies that impede the development of an integrated and interconnected multi-model system. 2.6.3 The transit component analysis, in addition to evaluating fixed route corridor demand, should also include an evaluation of how the transit system presently serves activity centers and recreational destinations with a comprehensive look at the generators and attractors. The Consultant, in conjunction with the MPO staff and transit agency staff, will develop a Transit System Forecast Assessment that will outline the necessary modifications to the transit system, including but not limited to, such improvements as new fixed route bus service, express service routes, reduction of headways, park-and-ride facilities, and TDM initiatives. Similarly, a non-motorized transportation system component of the report should evaluate the existing deficiencies, and identify critical link deficiencies that prevent inter-modal connectivity. 2.7 Goods and Freight Movement 2.7.1 The purpose of this task is to identify improvements needed within the study area that would facilitate the movement of freight in a safe and efficient manner. This will include identifying improvements on existing or proposed freight movement corridors that interface with airport, rail facilities and industrial areas. The Consultant shall coordinate with each of the MPO's on their currently ongoing Goods and Freight studies to incorporate the results of those studies within the Long Range Transportation Plan as well as including specific projects that may have been identified in those studies. During the alternatives testing phase of the LRTP Update, how future roadway level of service conditions may affect movement of trucks and freight should be considered. The Consultant should provide recommendations on corridors for improvements that will both improve truck traffic and provide for less congestion. Coordination between the freight movement study and the congestion management report will be critical. 2.8 Future Conditions 2.8.1 The Consultant will be responsible for the development of the zonal data for the horizon years. The horizon years for this model update will be by five year increments (2015, 2020, 2025, 2030 and 2035). The Consultant will coordinate the development of zonal data with the Lee County and Collier County staffs as well as the local jurisdictions. The 2035 zonal data for Collier County will be provided by Collier County but will need to be checked for consistency and reasonableness. 2.9 Development of the Needs Plan 2.9.1 Five year increment periods will be used in the development of Needs based assessments. 2.9.2 The horizon year needs based assessments will be developed in reverse order beginning with 2035 and working back to the shorter term. PSA 33 16813 2.9.3 During the development of each Needs Based assessment, a maximum of four alternative network scenarios will be developed for each horizon year. 2.9.4 Each of the network scenarios shall: A. Include design concept and scope descriptions of all proposed transportation facility improvements in sufficient detail to facilitate the development of cost estimates. B. Identify any new/improved major transportation corridors or investments and stipulate either a set of assumptions (assumed alternatives) or a no-build condition pending the completion of a corridor or sub-area level of analysis. C. Identify any new/improved major transportation investments that are consistent or unique between alternatives. D. Consider applicable elements of the various jurisdictions Comprehensive Plans and identify any inconsistencies Uurisdictions with Comprehensive Plans Include: Lee County, City of Bonita Springs, City of Cape Coral, City of Fort Myers, Town of Fort Myers Beach, City of Sanibel, Collier County, Everglades City, City of Marco Island, and City of Naples). E. Consider the following to the maximum extent applicable: . Metropolitan development objectives; and . National, Sate, Regional and local housing goals and strategies; and . Community development and improvement plans and strategies; and . Environmental resource plans; . Goals and objectives linking low income households with employment opportunities; and . The area's overall social, economic, environmental and energy conservation goals and objectives; and . Climate changes impact on the existing and future infrastructure. 2.9.5 The Consultant will compile the 2035 Needs assessment alternatives and submit them. The results shall be reviewed and considered in developing the recommended Needs Plan. The Consultant will provide data as needed to the ETDM/NERPM database for the project input utility, and the Environmental Technical Advisory Team (ETAT) Review Tools. It is anticipated that a majority of the data may be available from existing database sources. However, the Consultant will be able to provide electronic conversion between differing database sources and provide primary or secondary source data input as needed. The accepted formats for uploading data are ESRI Shapefiles, ArcSDE export or ARC/INFO coverage export files. The ETDM Project Input Utility may require the Consultant to input the following project description data: Project Name, Planning ID, Planning Organization, ETDM Stage, Project Type, Road System, Length, Cost, Pedestrian, Bikeway, Transit, Purpose and Need, Local Government Comprehensive. Plan, MPO Goals and Objectives, Summary of Public Comments. The ETDM Project Input Utility may require the following project segment data: Facility Name, Limits, Jurisdiction, Functional Class, FIHS, Urban Service Area, Transportation Concurrency Exception Area, Transportation Concurrency PSA 34 16813 Management Area MDT, Current Configuration and lanes. The CONSULTANT shall prepare Purpose and Need statements for each project in the adopted Needs Plan consistent with FDOT's Project Development and Environment Manual. All project data shall be either in the NERPM database or in another compatible GIS database and transmitted to the ETDM web for review by the Environmental Technical Advisory Team (ETAT). The ETAT comments shall be included in Technical Report. 2.9.6 The Consultant will prepare a Technical Memorandum that documents the development of the horizon years needs based assessments. 2.10 Financial Plan Development 2.10.1 The Consultant will develop the costs for the proposed improvements identified in the 2035 Needs Assessment consistent with the MPOAC's financial guidelines that are attached to this scope. Though it is not specifically identified in the MPOAC tables, the Consultant shall identify the Maintenance needs, particularly as it relates to bridges, so that the MPO can determine if there is enough maintenance funding being provided to resolve current and future deficiencies. 2.10.2 The Consultant will also develop the local, State and Federal revenue sources consistent with FDOT accepted methodologies that reflect sources and levels that can reasonably be expected during the planning periods. The revenues will need to be broken down consistent with the MPOAC tables attached to this scope. The revenues will need to be inflated to five year increments to be consistent with the cost estimates of projects that will also be inflated to the middle year of the five year increments. 2.10.3 The Consultant will prepare a Technical Memorandum that documents the preparation of the cost estimates for the proposed improvements and the expected revenues during the planning period. 2.11 Development of a Cost Feasible Plan 2.11.1 The Consultant will develop and recommend a 2035 Financially Feasible Plan to include a regional transportation element that demonstrates consistency of the proposed transportation investments with current and projected revenue sources. This task will also include an analysis of how the proposed implementation of the Transit Authority in Lee County and associated funding could change the future funding scenario. 2.11.2 The alternatives that are developed should consider transit alternatives and other multi-modal considerations including non-motorized improvements. 2.11.3 Projects that are recommended to be built by Tolling shall be further analyzed to determine how feasible tolling the facility would be. This may include a planning level of analysis to determine the number of vehicles that would use the facility based on several toll options and a rough determination of what that toll would need to be to build the facility. PSA 35 2.11.4 The Consultant will be required to document the process of develoPinla~ es1) alternatives and the Plan will be approved by both of the Board's before proceeding to the five year blocks of cost feasible projects. 2.12 Development of a Year by Year Cost Feasible Projects 2.12.1 The Consultant will develop a year by year list of cost feasible projects grouped by the five year time frames consistent with the MPOAC direction and as illustrated in the sheets attached to this scope. The costs of the projects will be based on the third year of each five year time period (year 2013 for the 2011-2015 time period, year 2018 for the 2016 to 2020 time frame etc.). 2.13 Final Plan Documentation and Adoption 2.13.1 The Consultant will prepare a Technical Memorandum that documents the development of the Year of Expenditure Financially Feasible Plans. The final plan will be reviewed by both MPOs as well as both sets of MPO committee's to ensure that the Plan has met the adopted Goals and Objectives and has taken into account comments from the public hearing. 2.13.2 The Consultant will fully document all the Plan activities, which will describe the Plan development, purpose, content and final recommendations and conclusions in a final report. The Consultant shall prepare an Executive Summary that details the specifics of the adopted 2035 Financially Feasible Plan in a manner suitable for public distribution. 3.0 Study Documentation and MeetinQs 3.1 Reports 3.1.1 A number of different reports will be required throughout the life of the project. They include a Project Schedule, task related project reports, the Executive Summary, the Final Report and Monthly Progress Reports. . Task specific reports shall be submitted to the MPO and the Department for review and comment in draft form as outlined in the project schedule. Final versions shall be provided to the MPO for distribution. The Consultant will be required to provide all study reports in an electronic format approved by the County to facilitate the electronic distribution and publication of the study documents. 3.1.2 The Monthly Progress Reports shall be submitted to both MPO's in conjunction with the monthly invoice for services performed. The Report should document the work performed during the period, problems encountered and their solutions, and activities scheduled in future periods. Reconciliation of task progress with the project schedule shall be performed. The submittal of Monthly Invoices and Progress Reports shall be based upon a schedule agreed upon at the project kick- off meeting and as defined by the approved scope of services. The Consultant shall provide a monthly progress report regardless of the progress or whether or not a progress payment is requested. Five (5) copies will be provided to MPO staff PSA 36 16B13 by the tenth day of the each month. The MPO project manager will monitor the activities of the Consultant and review each task upon completion 3.1.3 At the conclusion of the Study, copies of all study reports, documentation, maps and computer data files shall be delivered to the MPO and the Department in their native electronic format. Printed reports, maps, and exhibits shall also be provided in electronic PDF format. 3.2 Meetings The MPO's and the Consultant will conduct four types of meetings during the course of this project. 3.2.1 Briefings Through the course of the update, it will be necessary for the MPO and the Model Coordinating Committee to meet with Consultant. The meetings will be held in Lee or Collier Counties unless otherwise specified. The purpose will be for Consultant to brief the MPO's and the Model Coordinating Committee on project progress and any problems encountered. Conference or video conference calls may also be used to communicate on some issues where "face-to-face" meetings are not necessary. 3.2.2 Technical Presentations The Consultant will conduct a maximum of twenty (20) technical presentations or civic presentations to the transportation planning committee structure (MPO, TAC, CAC, and PAC/BPCC) during the course of this project. These presentations at a minimum will be scheduled to occur at the beginning of this effort, and to coincide with the development of major tasks and/or deliverables during development of the Long Range Plan Update. These meetings will be scheduled by the MPO in such a way as to permit presentations to more than one committee during the source of a single trip in the area. 3.2.3 Public Meetings The Consultant will make two (2) presentations to each MPO as public workshops as specified in the Public Involvement Plan throughout the development of the Long Range Transportation Plan. 3.2.4 Public Hearing Prior to adoption of the 2035 Cost Feasible Plan, the MPO shall hold and advertise a public hearing at each of the MPO Board meetings. A court reporter will be necessary to record the public hearing and shall be provided by the MPO for which the public hearing is being held. 4.0 Responsibilities of the MPO The MPO will have the following responsibilities: PSA 37 16813 a) Provide all coordination and communication with other agencies. This shall include postage for the mailing of the documents and receipt of comments on these documents; b) Provide the Consultant with available documentation (data base, maps, plans, etc.) in the area; c) Assist the Department in model validation; d) Be responsible for conducting the public meetings, including the public hearing; e) Provide timely reviews of material and documents as submitted by the Consultant as specified herein. Review times should be identified and accounted for on the project schedule; f) Develop the Goals and Objectives, and Policies; g) Assist in the development of alternatives; h) Assist with ETDM data input; i) Assist in the development of recommended plan; j) Appoint a project manager for each MPO for one point contact for the Consultant to coordinate with; and k) Identify and coordinate contacts with primary stakeholders or other interested parties. 5.0 Responsibilities of the Consultant a) Refining the Scope of Services during negotiations; b) Coordinate the scheduling of advertising, identifying meeting locations, copying handouts and the various technical meetings and the citizen's involvement process meetings and public hearings including transcripts of those meetings and hearing; c) Evaluate existing roadways in the area and recommend improvements (based on review by the all the committee structures within the MPO; d) Collect the necessary financial data from the MPO member governments and produce the financial resources report, along with local estimates of right-of-way costs; e) Draft and develop graphics, write and edit the required technical memoranda and reports concurrent with the project progress; f) Develop, evaluate, and recommend preliminary and final needs and cost feasible plans to the MPO Advisory Subcommittees and to the MPO Board; g) Document the procedures and techniques used by all involved participants in the study; h) Evaluate compatibility with existing plans, such as the Local Government Comprehensive Plans, various School Board Plans, the Regional Policy Plan, State Transportation Plan, the Transit Development Plans, Transportation Disadvantaged Service Plans and Human Services Plans. i) Make presentations with applicable graphics to local communities and the public for input in plan evaluation and for plan selection and adoption; j) Provide the MPO model input data on CD throughout the model validation and Plan; k) Provide the MPO with all model output on CD throughout the Plan update process; I) Provide the MPO technical memoranda and reports and all final products on CD in word processing software currently in use for the MPO staff, m) Appoint a project manager for all MPO contact, PSA 38 16813 n) Prepare the mail-outs for the public information meetings. This includes the photocopying, folding, and stuffing of the documents necessary for public review, and 0) Develop and implement the Efficient Transportation Decision-Making process for an analysis of Needs Plan projects; p) Provide all geographic information systems (GIS) data created or refined during this project. The format for all data shall be Arc View shape file or Arcllnfo coverage's. All associated data should be in a format compatible with that format and with Microsoft Office. A data dictionary for any GIS data created by the Consultant should be included. MODEL FORMATS FOR IMPLEMENTING FINANCIAL GUIDELINES FOR MPO Capacity Needs Description: This table summarizes the identified costs of transportation needs in the MPO area through the LRTP horizon year of 2034/35. Needed improvements should be assigned to only one category to avoid double-counting. Costs should include all phases through construction. In instances where a facility serves more than one category, a percentage of the cost should be allocated to each category served. For example, a roadway expansion project including variable message signs may be allocated 90% for roadway and 10% for ITS. Costs should be expressed in base year FY 2006/2007 dollars. MPOs should report N/A for modes that do not currently exist and are not planned for their metropolitan area. This table should be supported by a bullet list or table of individual projects and their cost in base year dollars. S stem/Mode SIS/FIHS Roads Other Arterial Roads Local Expressway/Bridge Authority Roads Local Roads Total Cost for All Pro"ects Fixed-Route Bus Transit Fixed-Guidewa Transit Demand-Res onse Transit TotalTral1sit Bic c1e/Pedestrian ITS Intermodal Terminal Aviation Sea ortlMaritime Frei ht Rail Total Other Capacity Revenues Description: This table summarizes expected revenues by funding category. Revenue information is broken into 5-year blocks and expressed in year of expenditure dollars. Revenues for operations and maintenance purposes are accounted for at the state level, and this fact should be described in MPO LRTPs, but need not be included in this table. Local PSA 39 16813 revenue sources dedicated to O+M should not be included on this table. If a local revenue source is entirely devoted to O+M, that part of the field should contain a zero. Local revenues for O+M costs should be documented separately. Source 2007- 2011- 2016- 2021-2025 2026- 2031-2035 2010 2015 2020 2030 SIS/FIHS Roads Other Arterial Roads 1 Federal Urban Allocation (XU)2 Federal Surface Enhancement Program (SE)2 Local Expressway/Bridge Authority Roads Local Roads Transit , New StartsO TRIP' Aviation Seaports/Maritime Total Federal/State , Funds 9'" Cent Fuel Tax LOGT #1 (6 cents) LOGT #2 (5 cents) Infrastructure Surtax Transportation Impact Fees Proportionate Share Sales Taxes Ad Valorem Taxes Bond Proceeds Other Local Taxes and Fees Private Dedication Total Local FlInds Notes for Capacity Revenues Table 1 The "Other Arterials Roads" category does not include facilities operated by local expressway or bridge authorities, including those that are a part of the Florida State Highway System. 2 XU and SE Funds are provided by FDOT as components of the funding category "Other Arterial Roads." PS^ 40 3 MPOs should explain their reasoning for including New Starts funding. These pro~a~s ~re13 distributed on a project basis by the Federal Transit Administration and/or FDOT. If the MPO expects a New Starts project will be approved, it should be included in the LRTP. 'The TRIP program is distributed to FDOT Districts for prioritization. The MPO should explain the level of TRIP funding it expects to receive from the District. Cost Feasible Projects Description: This table is an example of how an MPO might display cost feasible project information. The table should include all phases and projects, regardless of mode. Cost information is broken into 5-year time periods and expressed in year of expenditure dollars for each 5-year time period. Separate phases of the same project may be included in separate time periods. The terms used in each column can vary from MPO to MPO. However, care must be taken to use terms consistently. Suggested terms for use in this table are: Project Type- Roadway (SIS/FIHS, Other Arterial Roads, Local Expressway/Bridge Authority, Local), Transit (Fixed-Route Bus, Fixed-Guideway, Demand-Response), Bike/Ped, ITS, Intermodal Terminal, Aviation, Seaport/Maritime, Freight Rail Funding Category- Federal/State, Local, Private Phase- Preliminary Engineering, Right of Way, Construction. Preliminary Engineering includes PD&E and Design. One line per system/mode should be devoted to O+M. Different phases of a project can appear in different time periods. Total Cost- Cost should be expressed in year of expenditure dollars. [Table on Next Page] PSA 41 16813 Cost Feasible Projects Time Project Projec Period Number t T e 2007- 2010 Description Phase Total Cost This Time Period Total 2007-2010 2011- 2015 Total 2011-2015 2016- 2020 Total 2016-2020 2021- 2025 Total 2021-2025 2026- 2030 Total 2026-2030 2031- 2035 PSA 42 16813 SCHEDULE B BASIS OF COMPENSATION DIRECT LABOR COSTS PLUS REIMBURSABLE EXPENSES 1. MONTHLY STATUS REPORTS 8.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice, a progress report reflecting the Project design and construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B 1.1.1 All monthly status reports and invoices shall be mailed to the attention of Phil Tindall, MPO Director, 2885 South Horseshoe Drive, Naples, Florida 341 04~ 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make monthly payments to CONSULTANT based upon CONSULTANT'S Direct Labor Costs and Reimbursable Expenses in accordance with the terms stated below. Provided, however, in no event shall such compensation exceed the amounts set forth in the table below. ITEM PHASE NOT TO EXCEED AMOUNT: 2.1 Project Initiation, Quality Assurance $48,122.00 and Proiect Manaqement 2.2 Public Involvement Proqram $115,010.00 2.3 Confirm Validity of MPO & G&O's and $8,656.00 consistency with SAFETT-LU 2.4 Establish 2007 Zonal Structure and $34,280.00 Validate 2007 ZDATA 2.5 Review MPO's Current CMS Plan $17,236.00 2.6 Conduct a Multi-Modal Transportation $39,610.00 System Assessment Analysis 2.7 Determine Suitability of Final Goods $14,261.00 and Freight Movement Report with Year 2035 LRTP Scope of Services 2.8 Future Conditions $4,825.00 2.9 Development of Needs Plan $41,585.00 2.10 Financial Plan Development $10,504.00 2.11 Development of a Cost Feasible Plan $37,231.00 2.12 Development of a Year by Year Cost $4,040.00 Feasible Proiects 2.13 Final Plan Documentation and $25,968.00 Adoption 3.0 Study Documentation and Meetinqs 3.1 Reports $2,880.00 3.2. Meetinqs $85,076.00 -.---. PSA 43 1681~ .. 3.3 Reimbursables - Not to exceed $15,875.00 TOTAL FEE (Total Items 2.1-3.3) $505,159.00 B.2.2. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANTS personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment I to this Schedule B. B.2.3. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by OWNER, regarding CONSULTANTS Direct Labor Costs incurred at the time of billing, to be reviewed and approved by OWNER. B.2.4 For Additional Services provided pursuant to Article 2 of the Agreement, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provisions of Section 3.5.1 below. There shall be no overtime pay on Basic Services or Additional Services without OWNER'S prior written approval. B.2.5. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6 Notwithstanding anything in this Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees and Reimbursable Expenses earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANTS letterhead and must include the Purchase Order Number and the Project name and shall not be submitted more than one time monthly. PSA 44 16B13 8.3.3 Notwithstanding anything herein to the contrary, in no event may CONSULTANT'S monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task limits set forth in the table in Section 2.1 by the percentage Owner has determined CONSULTANT has completed such task as of that particular monthly billing. B.3.4 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.5 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B.3.5.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.5.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.5.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.5.1.3. Permit Fees required by the Project. 8.3.5.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.5.1.5 Expense of models for the County's use. B.3.4.1.6 Other items on request and approved in writing by the OWNER. B.3.5.2 Should a conflict exist between the dollar amounts set forth in Section 112.061, F.S., and the Agreement, the terms of the Agreement shall prevail. PS^ 45 16813 SCHEDULE B BASIS OF COMPENSATION PERSONNEL CATEGORY HOURLY RATE Principal Project Manager Senior Engineer Engineer Planner/Modeler Technician Graphics Designer Public Involvement GIS Specialist Administrative Assistant $180.00 $160.00 $140.00 $120.00 $ 90.00 $ 85.00 $ 90.00 $ 80.00 $ 47.00 This list is not intended to be all inclusive. Hourly rate fees for other categories of professional, support and other services shall be mutually negotiated by the County and firm on a project by project basis as needed END OF SCHEDULE B PSA 46 16813 SCHEDULE C PROJECT MILESTONE SCHEDULE 2.1 Project Initiation, Quality 43 Calendar Days Assurance and Project from Notice to Manaaement Proceed 2.2 Public Involvement Proaram 132 Calendar Days 2.3 Confirm Validity of MPO & 11 Calendar Days G&O's and consistency with SAFETT-LU 2.4 Establish 2007 Zonal Structure 37 Calendar Days and Validate 2007 ZDATA 2.5 Review MPO's Current CMS 19 Calendar Days Plan 2.6 Conduct a Multi-Modal 46 Calendar Days Transportation System Assessment Analysis 2.7 Determine Suitability of Final 15 Calendar Days Goods and Freight Movement Report with Year 2035 LRTP Scope of Services 2.8 Future Conditions 7 Calendar Davs 2.9 Development of Needs Plan 55 Calendar Oavs 2.10 Financial Plan Development 13 Calendar Davs 2.11 Development of a Cost 41 Calendar Days Feasible Plan 2.12 Development of a Year by 4 Calendar Days Year Cost Feasible Proiects 2.13 Final Plan Documentation and 29 Calendar Days Adoption 3.0 Study Documentation and Meetincs 3.1 Reports 3 Calendar Days 3.2. Meetinas 70 Calendar Days PSA 47 16813 SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in PSA 48 16813 the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Project. (6) The acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the PSA 49 16B13 CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? ~ Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $100,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee X $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. _ Applicable X Not Applicable PSA 50 16813 (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. _ Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage X General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage PS^ $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $ 50,000 51 16813 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. (3) The OWNER shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. _ Applicable X Not Applicable (7) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No PSA 52 16813 (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: Bodily Injury & Property Damage - $ 500,000 X Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate _ $1,000,000 each claim and in the aggregate ~ $2,000,000 each claim and in the aggregate PSA 53 16B13 _ $5,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and PSA 54 16813 OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. PSA 55 16B13 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Dyer, Riddle, Mills and Precourt, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning RFP 08-5107 Consulting Services for the Metropolitan Planning Organization Long Range Transportation Plan (LRTP) 2035 Update are accurate, complete and current as of the time of contracting. Dyer, Riddle, Mills and Precourt, Inc. BY: TITLE: r DATE: /z..-Z3-0/l PSA 56 16813 SCHEDULE F KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS DRMP Robert Rutledoe - 40% Richard Ranck - 40% Proiect Manaoer Asst. Proiect Manaoer, and Quality Control Manaqer Modeler Cheryl McDonald - 35% Jennifer Hills - 35% Technician Vasu Persaud - 20% Planner Greq Moore - 20% Georoe McLatchev - 20% Douo Skurski - 20% James Toombs - 20% Senior Enqineer GIS Specialist GIS Specialist Senior Enqineer Deborah Hubbard - 20% Graphic Desioner Enqineer Planner David Harris - 20% Alberto Elefano - 20% Caroline Ramrakhvani - 20% Administrative Assistant SUBCONSUL TANTS URS Richard Clarendon - 35% Robert Balmes - 25% Robert Cursev - 10% Robert Johnson - 20% Robert O-Donnell - 20% Barry Plath - 20% Venkat Vattikuti - 40% Ravi Devaouptapu - 20% Wallace Hall - 20% PSA 57 16813 PFA: Louise Fraqala - 30% Auqie Fraqala - 40% Pam Nielsen - 30% Brady Woods - 20% Jason Ray - 20% Simon Resources: Karen Simon - 35% Tami Reina - 50% Lisa Griffith - 15% PMG Associates Phillip Gonot -15% Kathy Gonot - 30% Steven Gonot - 25% R2Traffic Rick Peck - 30% Diaerik Peck - 30% PS^ 58 ACORD,. CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDNYYY) 12/23/08 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Suncoast Insurance Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O. Box 22668 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Tampa, FL 33622-2668 813 289-5200 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A" Phoenix Insurance Company 25623 Dyer, Riddle, Mills & Precourt, Inc. INSURER B Travelers Indemnity Company 25658 941 Lake Baldwin Lane INSURER c: XL Specialty Insurance Company 37885 Orlando, FL 32814 INSURER 0 Travelers Indemnity Company of CT 25682 INSURER E: Clienl#. 5854 DYERRID3 16813 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLley 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 POllCIES_ AGGREGATE LlMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER PD01-i~1:~i~g~E P~~fll~x:,~~N LIMITS A ~NERAL LIABILITY 6806707L480 12/12/08 12/12/09 EACH OCCURRENCE '1 000 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $1 000 000 I CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $5000 f- PERSONAL & ADV INJURY $1 000 000 f- GENERAL AGGREGATE .2 000 000 n'L AGG~EnE ILlMIT APAStPER PRODUCTS - COMPIOP AGG '2 000 000 POLICY j~8T LOC 0 ~TOMOBILE LIABILITY BA6916L697 12/12/08 12/12/09 COMBINED SINGLE LIMIT e!-- ANY AUTO (Eaaccidenl) $1,000,000 f- ALL OWNED AUTOS BODILY INJURY (Per person} $ - SCHEDULED AUTOS lS.. HIRED AUTOS BODILY INJURY , ~ NON-OWNED AUTOS (Per accident} f-- PROPERTY DAMAGE $ (Per accident) ~RAGE LIABILITY AUTO ONLY. EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC . AUTO ONLY AGG . B i]ESSIUMBRELLA LIABILITY CUP7957Y581 12/12/08 12/12/09 EACH OCCURRENCE $5 000 000 X OCCUR D CLAIMS MADE AGGREGATE .5 000 000 $ ;1 DEDUCTIBLE $ X RETENTION .10000 $ A WORKERS COMPENSATION AND UB5186Y725 01/01/09 01/01/10 X I~~ST~~!;!;..I 1OJ~- EMPLOYERS' LIABILITY $500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT OFFICERIMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $500,000 If yes, describe under $500,000 SPECIAL PROVISIONS below EL DISEASE - POLICY LIMIT C OTHER Professional DPR9613312 06/20/08 06/20/09 $3,000,000 per claim Liability $3,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Professional Liability is written on a claims made and reported basis. Re: Contract 08-5107 "Consultant Services for the Metropolitan Planning Organization (MPO) Long Range Transportation Plan (LRTP) 2035 Update". Collier County Government is named as additional insured with respect to (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Collier County Government DATE THEREOF, THE ISSUING INSURER WILL ~JtIUt&: MAIL ----3.0.- DA VS WRITTEN Purchasing Building NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,nJtJ*~k 3301 E. Tamiami Trail JMP.aJ{J(.XlJI)OJIIJnUlotlDXXMJilKJIXUUX"NJXDXX:UIO:)(8lOOCJIJ(Jl.~Xx Naples, FL 34112 XDlDxotIRIOII'lJ:XJ( A~ED REPRESENTATIVE . -?\. ~o.l~.a - ACORD 25 (2001/08) 1 of 3 #S177829/M177299 BJM @ ACORD CORPORATION 1988 the Genreal Liability, Auto Liability, and Excess Liability policies. The Umbrella is excess General Liability, Auto Liability and Workers Compensation. AMS 25.3 (2001108) 3 of3 #S177829/M177299 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(;es) must be endorsed A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 2S,S (2001/08) 2 of 3 #S177829/M177299