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#20-7713 (GHD Services, Inc.)
PROFESSIONAL SERVICES AGREEMENT Contract# 20-7713 for " Engineering Design Services for Lake Trafford Stormwater Improvements and Water Treatment Facility " THIS AGREEMENT is made and entered into this e day oftU rAbQk , 20 20 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and GHD Services Inc. authorized to do business in the State of Florida, whose business address is 2055 Niagara Falls Blvd, Suite 3, Niagara Falls, NY 14304 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning Engineering Design Services for Lake Trafford Stormwater Improvements and Water Treatment Facility (hereinafter referred to as the "Project"), said services in accordance with the provisions of Section 287.055, Florida Statutes being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; and WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to COUNTY professional services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Page 1 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 CAO 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 the COUNTY. 1.5. CONSULTANT designates Brian Moore, 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 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 the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 2 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor 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. 1.8. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTYS approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.9. 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 CONSULANT 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 Page 3 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 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. 1.10. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.11. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real- Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines - CL, edge-of-pavement- EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through a Change Order or Amendment 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 Change Order or 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 the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by the COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If the COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty- eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: Page 4 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 CM) 2.1.1 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. 2.1.2 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, the COUNTY's schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by the COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT's control and fault. 2.1.3 Providing renderings or models for the COUNTY's use. 2.1.4 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 the COUNTY in obtaining such process licensing. 2.1.5 Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.1.6 Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by the COUNTY, other than visits to the Project site or the COUNTY's office. 2.1.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.1.8 Preparing to serve or serving as a CONSULTANT or witness for the COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.1.9 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 THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: Page 5 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 a. The scope of services to be provided and performed by the CONSULTANT hereunder; b. The time the CONSULTANT is obligated to commence and complete all such services; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY 's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; d. Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from the COUNTY 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 COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's services from any cause whatsoever, including those for which the COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition Page 6 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 S precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT's compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed- Price): .A firm -fixed total—price---offering for a project—the-risks-are transferred-from-the COUNTY-to-the-CONSULTANT; and;asbuoiness--pr-actioe-tire-are-no hourly-or-rnateriat--irwoice,), presented, rather t1 e-GONSU-L--TANTmust-pefform--to--the--satisfaction of-the-COUNT-Y-2,s.Projec-f-Maneger-before-payrraent-for-the ffxed prr+ee-eentractioauthertzed: Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT 's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. I I Grant Funded!:The--hoory-rates-as-set-forth-an --i-dentified4n Sched+ute B,--which--is--attacl red hereto,-are for purposes of-provid ing-esti ma te(s),;--a s-red u red-by-th&grantor agency: Page 7 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 CAO ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY's use of the Project Documents to complete the Project following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. 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. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. Page 8 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 CA() 8.2. To the extent that the Agreement that the work pertains to a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited as provided in Sections 725.08(1) & (2), Florida Statutes. 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. 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, OR, Board of County Commissioners in Collier County, OR, Collier County Government, 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 the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 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 the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. Page 9 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. All personnel, identified in Schedule F shall not be removed or replaced without the COUNTY's prior written consent. 10.3. CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the sub consulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4. CONSULTANT acknowledges and agrees that the COUNTY is a third-party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 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 the COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT's services nor payment by the COUNTY shall be deemed to be a waiver of any of the COUNTY's rights against CONSULTANT. Page 10 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 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 the COUNTY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT's failure to properly and timely perform the services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. The COUNTY shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control. 12.5. The COUNTY shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material Page 11 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 CAQ obligation owed by the COUNTY to CONSULTANT under this Agreement, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving THE COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the 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 the COUNTY of CONSULTANT's intent to terminate this Agreement. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the Agreement and recover from the COUNTY payment for Services performed through the termination date, but in no event, shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. 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 COUNTY determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. Page 12 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Captial Project Planning, Impact Fees, and Program Division Name: Management Division Division Director: Amy Patterson Address: 2685 Horseshoe Drive S, Suite 103 Naples, FL 34104 Administrative Agent/PM: Robert Wiley, Principal Project Manager Telephone: (239) 252-2322 E-Mail(s): Robert.Wileyccolliercountyfl.gov 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: GHD Services Inc. Address: 2675 Winkler Avenue Fort Myers, Florida 33901 Attention Name & Title: Brian Moore, PE, Vice President Telephone: (239) 936-4003 E-Mail(s): Brian.Moore(ghd.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. Page 13 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 Ct0 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL Schedule G Other: N/A Solicitation # 20-7713R , including all Attachment(s), Exhibit(s) &Addendum Consultant's Proposal 17.10. Grant Funded Projects (only applicable to Grant funded projects): In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. Page 14 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 f'< • ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT's compensation shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties Page 15 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 C^0 arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform 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. Page 16 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 (:4O IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of Courts & Comptroller .. By: By: Date: Signature only.T- Burt L. Saunders Yee /XV , Chairman d s to Fo and Legality: L_ County Attorney �€.41 ti £ -7 , L Name Consultant: Consultant's Witnesses: GHD Services Inc. B Witness y Jeremy Hess,PE I Sr. Environmental Engineer Brian Moore,PE I Vice Presidnet Name and Title Name and Title 9AA Witness Michell Eguia I Sr.Proposal Manager Name and Title Page 17 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 e SCHEDULE A SCOPE OF SERVICES n following this page (pages 1 through 7) Page 18 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 SCHEDULE A SCOPE OF SERVICES "20-7713R Engineering Services for Lake Trafford Stormwater Improvements and Water Treatment Facility" The Consultant shall have the capability to simultaneously design and permit two nearby stormwater projects briefly described as follows. • Design the roadside drainage system improvements for the west end of Lake Trafford Road in Immokalee, including a stormwater quality treatment pond on the downstream end of the improvements;and,provide the design for a future sidewalk/pathway option along the north side of Lake Trafford Road,beginning immediately west of Little League Road to Tippins Terrace;and, • Provide the design for stormwater treatment ponds on a County-owned parcel in the Arrowhead Development,located on the west side of Carson Road and south of Lake Trafford Road. The Consultant will demonstrate abilities to perform storm sewer/culvert design, sidewalk/pathway design, local roadway reconstruction design,and stormwater quality treatment pond design with an emphasis on • nutrient load reduction, • peak storm attenuation/distribution, • stormwater culvert and pond inlet structure design, • pond outfall structure/spreader design for sheetflow onto natural ground, • surface water pumping station design, • littoral and other water quality treatment planting design, • litter and other floating pollutants removal design(utilizing effective but non-labor intensive methods), • vegetation and sediment maintenance design,and • water quality monitoring station design. The Consultant will demonstrate abilities to successfully complete • environmental permitting through Federal,State and local agencies, • local zoning and development order requirements, • bidding assistance and • construction-related support services. This Scope of Services requires the Consultant to develop and design stormwater improvements for two(2)separate but nearby projects. 1. The west end of Lake Trafford Road: a. Design the enclosure of the existing ditch with a 36"diameter or larger stormwater pipe on the north side of Lake Trafford Road,between Little League Road and Tippins Terrace; b. Design a culvert crossing under Lake Trafford Road to direct flow from the north side of Lake Trafford Road to the south side of Lake Trafford Road with discharge into a new water quality treatment pond; c. Design a water quality treatment pond on the downstream end of the new stormwater culvert crossing under Lake Trafford Road; d. Design improvements needed to an existing pond west of Tippins Terrace to allow it to function as a water quality treatment facility;and, e. Design a pathway over the top of the enclosed ditch on the north side of Lake Trafford Road,in compliance with County code requirements. 2. Arrowhead Phase 1 Tract 3 Stormwater Treatment Facility: a. Develop and design a stormwater treatment facility anticipated to consist of one or more ponds on the County- owned Tract 3 in the Arrowhead Development, located on the west side of Carson Road near the junction with Immokalee Drive. This stormwater treatment facility will be designed to intercept and treat existing and future stormwater flows within the Carson Road and Immokalee Drive area, including future stormwater flows along Lake Trafford Road between Carson Road and SR-29. The discharge from this facility will sheetflow into preserved wetlands to the south. b. Design a surface water pumping system to withdraw water from the Immokalee slough to the south and discharge it into the Tract 3 Stormwater Treatment Facility to keep the wetland vegetation viable and health whenever there is insufficient inflow of stormwater from the north. c. Design an efficient, non-labor intensive maintenance management system for the Tract 3 Stormwater Treatment Facility to handle the anticipated heavy loading of trash and other debris. Page 1 of 7 CAO The Consultant will clearly demonstrate the Consultant's ability to provide design and project management assistance that may consist of,but is not limited to,the following: • Preliminary Design • Design o Land surveying o Surface and subsurface locations and investigations of surface and underground utilities o Geotechnical surveys o Design and construction plans and report preparation • Regulatory agency permitting,including environmental permitting,requiring mitigation • Post-design services o related to bidding o related to construction Task 1—Project Management The proposal will identify the Consultant's project management involvement with the County to include at least the following: 1.01 Project Review Meetings: The Consultant will demonstrate the Consultant's ability to schedule and attend progress meetings with County and Community representatives,as requested by the County's Project Manager. • These review meetings will extend throughout the project design phase to keep the County and Community informed of the Project progress,to make certain that the Consultant is productively conducting its services and to obtain input and direction as required for outstanding project issues. Meeting objectives will be to provide progress updates and reach decisions on pertinent issues relative to the specific topics being addressed. • It is anticipated that the Consultant will prepare for and attend project review meetings, and distribute agendas and minutes for each meeting Task 2—Preliminary Design The Consultant will identify the Consultant's conceptual thoughts on developing a design for the stormwater system, including water quality treatment ponds with optional pumping system. Should the proposed design include the use of innovative technologies,Consultant shall retain experts with expertise in using proposed technologies. Task 3—Design The Consultant will identify the Consultant's abilities and experience in the design of stormwater systems and innovative pond design. The Consultant will describe activities and provide examples that include,but not be limited to,the following: 3.01 Survey: The Consultant will demonstrate the Consultant's ability to provide land surveying services for Project design to include,but not be limited to,the following: 3.01.A Research the public records for plats,deeds,and right-of-way maps to compile a horizontal control search map for the field crew to utilize. Locate with Global Position System(GPS)and traditional field surveying methods existing permanent reference monuments, right-of-way control monuments, abutting property corners and section corners along the proposed stormwater system improvement routes to establish horizontal control for the Project. Horizontal survey datum will be NAD 1983. 3.01.B Set survey baselines in relation to the survey control found in Item 3.01.A above. 3.01.0 Establish vertical control by running a level loop along the Project baselines, setting a benchmark at intervals not exceeding five hundred(500)feet distance. The benchmarks will be located so as to not be impacted by construction of the Project's components. Vertical datum will be NAVD 1988. 3.01.D Utilize the Sunshine State One-Call System to have the existing utilities located and to determine utility ownership(water,wastewater,gas, oil,electric,telephone,cable, etc.)prior to performing any field survey location efforts. Page 2 of 7 3.01.E Infrastructure Location—locate existing features to include,but not be limited to,the following: • Property boundaries,rights-of-way and easements • All utilities (visible and below ground including water, gas, electric, telephone, cable, force mains, etc.) including manholes, valve covers, meter boxes, power poles, lines, pipe lines, including invert elevations where applicable. • All stormwater facilities including swales,culverts,pipe ends,storm drains,inlets,including invert elevations where applicable. • Edge of pavement and driveways • Fences/bollards • Trees and shrubs(within or overhanging the rights-of-way or easements) • Landscaping(code considerations)and irrigation facilities • Buildings 3.02 Geotechnical: The Consultant will demonstrate the Consultant's(or identified sub-consultant's)ability to provide geotechnical investigations and analyses necessary for the design and preparation of construction plans for this Project. A report shall be prepared with recommendations and pertinent soils data, including the water table and rock depths, and shall be submitted to the County for its record. The geotechnical investigations and analyses will include, but not be limited to,the following: 3.02.A Field Operations—To define subsurface soil and groundwater conditions in the areas proposed for the water quality treatment ponds. The Consultant/sub-consultant will perform the following: • Mobilize drilling crew and equipment to perform Standard Penetration Test (SPT) borings advanced to a depth of at least twenty(20)feet. Borings will be spaced as mutually determined by Consultant and County. • Locate borings as close as reasonably feasible to the proposed pond site locations. Coordinate with all underground utility companies before drilling. 3.02.B Laboratory Analysis — Representative samples obtained during the field exploration program will be examined to obtain more accurate descriptions of the existing strata. Laboratory testing will be performed on selected samples as deemed necessary to aid in soil classification and to further define the engineering properties of the encountered materials. The soil descriptions will be based on the visual classifications procedure in general accordance with the AASHTO Soil Classification System(AASHTO M-145)and standard practice. 3.02.0 Geotechnical Report—The geotechnical report will present the results of findings as typed boring logs and an overview of subsurface conditions as encountered in the test borings. The overview will include the pertinent soils data results of the laboratory analyses,water table elevation,rock depths (elevation), and specific recommendations needing to be brought to the attention of and considered by the Consultant's design engineer. 3.03 Design Report: The Consultant shall prepare a Design Report outlining the basis of design for the Project's proposed improvements. This Design Report will include,but not be limited to,the following: • Proposed stormwater quality treatment concepts to be utilized • Proposed stormwater quantity attenuation concepts to be utilized • Proposed standards and specifications to be used for the Project components,designs and construction • Design calculations for stormwater facility components (e.g. inlet structures, discharge structures, discharge spreaders, culverts, weirs, excavation volumes, slope stability, nutrient loading (Harvey Harper), pump station design,electrical service requirements,foundation designs,structural designs,etc.) • Vegetation design • Maintenance program recommendations • Hydrologic/hydraulic modeling results,link-nodal diagrams,input/output files,etc.(if utilized) o Technical specifications will utilize current Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction and current FDOT Standard Indexes,when applicable. In addition to technical specifications, the engineer will coordinate with the County to develop the necessary General Conditions, Supplemental Conditions, and Special Provisions Specifications specifically for the Project. Page 3 of 7 CA() 3.04 Plans Preparation: The Consultant will demonstrate the Consultant's ability to prepare plan sets for permitting and construction purposes to include,but not limited to the following: 3.04.A Base Map—Consultant shall prepare a base map using survey information obtained in Task 3.01. The intent is for the County to provide the imagery available from the Collier County Property Appraiser(2016 or later). The base map will show existing topographic features in a format suitable for preparation of plan and profile sheets. 3.04.B Utility Coordination — Consultant shall coordinate with utility service providers to identify potential conflicts with all proposed improvements. 3.04.0 30% Design Plans — Consultant shall prepare 30% design plans for the Project that depict existing topographical features, existing right-of-way and easement lines, and plan views of proposed stormwater treatment facilities and conveyance facilities,but are not limited to,the following: • Cover Sheet • Proposed typical section(s) • Existing/proposed corridor plan of proposed stormwater and pathway improvements and alignments, including major connection points and major conflicts • Engineer's order of magnitude Opinion of Probable Cost(OPC)shall be prepared for the cost of constructing the Project. 3.04.D 60% Design Plans — Consultant shall prepare 60% design plans for the Project that depict existing topographical features, existing right-of-way and easement lines, existing utilities and stormwater components, proposed right-of-way and easement lines,plan and profile of proposed stormwater and pathway facilities details and contain,but are not limited to,the following: • Cover Sheet,Index and Key Map • Plan and profile view of proposed stormwater treatment and conveyance and pathway facilities • Proposed details for stormwater treatment and conveyance and pathway components • Project design component specifications • Engineer's OPC based upon the 60%plans shall be prepared for the cost of constructing the Project. 3.04.E 90%Detailed Design Plans—Consultant shall prepare 90%design plans for the Project that depict existing topographical features, existing right-of-way and easement lines, existing utilities and stormwater components, proposed right-of-way and easement lines,plan and profile of proposed stormwater and pathway facilities,but are not limited to,the following: • Cover Sheet,Index and Key Map • Plan and profile sheets of proposed stormwater treatment and conveyance and pathway facilities • Proposed details for stormwater treatment and conveyance and pathway components • Project design component specifications • Engineer's OPC based upon the 90%plans shall be prepared for the cost of constructing the Project. 3.04.F 100% Construction Documents—Consultant shall prepare 100% construction documents for the Project that address revisions to incorporate permit conditions from permit agencies and contain,but are not limited to,the following: • Assistance with Technical Specifications and Bid Documents—The Consultant will assist the County with preparation of technical specifications and bid documents. The Consultant will review the documents prepared by the County and provide assistance with supplemental conditions,if appropriate. • Delivered Plans—The Consultant will deliver the requested number of signed and sealed construction plans to the County for the County's record, along with requested sets of plans as needed for bid document distribution. Additionally,the construction plans shall be delivered to the County in electronic formats(DWG and PDF). Task 4—Permitting Page 4 of 7 CM) The Consultant will identify the Consultant's abilities and experience in the permitting of stormwater systems. The Consultant will be responsible for preparing and submitting all required applications and other supportive information necessary to assist the County in obtaining all reviews, approvals and permits, with respect to the Consultant's design, drawings and specifications required by any governmental body having authority over the Project. The Consultant will describe activities and provide examples that include,but not be limited to,the following: • South Florida Water Management District(SFWMD)environmental resource permit(ERP) o Prepare a preliminary stormwater design concept drawing and present it to the South Florida Water Management District (SFWMD) in a pre-application meeting to determine if a SFWMD environmental resource permit(ERP)or modification will be required. If the SFWMD determines that the ERP is required, the Consultant will be responsible for preparation of the permit application, including all drawings, specifications and supporting backup information. Respond to all requests for additional information(RAI) from the SFWMD. All permit fees will be paid by the County. • U.S.Army Corps of Engineers environmental permit o Prepare a preliminary design concept drawing and present it to the U.S Army Corps of Engineers (USACOE)in a pre-application meeting to determine if a USACOE environmental permit or modification will be required. If the USACOE determines that the environmental permit is required,the Consultant will be responsible for preparation of the permit application, including all drawings, specifications and supporting backup information. Respond to all requests for additional information (RAI) from the USACOE or other federal agencies. All permit fees will be paid by the County. • Collier County right-of-way permit o Prepare applications for Right-of-Way permits when required from Collier County Growth Management Department and respond to requests for additional information. Prepare all other required permit applications. Permitting fees will be paid by the County. • Collier County commercial excavation permit o Prepare the applications for commercial excavation permits for construction of the pond(s), if necessary, as determined by Growth Management Department divisional staff and respond to requests for additional information. Permitting fees will be paid by the County. • Prepare all other required permit applications. Permitting fees will be paid by the County. Task 5—Post Design Services The Consultant will identify the Consultant's abilities and experience in assisting client with post design services that include, but are not necessarily limited to, bid preparation and evaluation, contractor recommendation, and construction observation. The Consultant will describe activities and provide examples that include,but not be limited to,the following: 5.01 Bid Preparation: The Consultant will demonstrate the Consultant's abilities and experience to assist in the construction bidding process to include,but not necessarily be limited to the following: • Attend and participate in scheduling and presenting a pre-bid conference(meeting). • Assist in preparing addenda,as required,to interpret,clarify,or expand the bidding documents. • Attend the bid opening, review and evaluate the bids received and provide written recommendations for consideration in the bid award. • Consult with and advise the County as to the acceptability of the contractor and subcontractors,suppliers and other persons and organizations proposed by the prime contractor for those portions of the work as to which such acceptability is required by the bidding documents. 5.02 Construction Observation and Support [Note:This phase is not referring to Construction,Engineering,and Inspection(CEf Services. CEI responsibilities will be handled separately by the County and may or may not involve the use of a separate firm.] The Consultant will identify the consultant's abilities and experience, as engineer of record, in assisting client with Page 5 of 7 CAS' construction observation and support services. The Consultant will describe activities and provide examples that may include,but not be limited to,the following 5.02.A General Administration of Construction Contract—The Consultant will consult with and advise the County regarding activities and issues that may arise during construction of the Project and may be authorized by the County to act as the County's representative as may be provided in the Standard General Conditions of the construction contract documents. 5.02.B Site Visits and Observation of Construction—In connection with observations of the work of the contractor while the Project construction is in progress,the Consultant will make visits to the site at intervals appropriate to the various stages of construction, as mutually agreed by the County and Consultant, in order to observe as a design professional the general progress and quality of the various aspects of the contractor's work. Such visits and observations are not intended to be exhaustive or to extend to every aspect of the work in progress, or to involve detailed inspections of the work. Based upon information obtained during such site visits and observations, the Consultant will endeavor to determine in general if such work in proceeding in accordance with the design concept and the design information shown in the construction contract documents. The Consultant will keep the County informed of the progress of such work. 5.02.0 Clarifications and Interpretations for Work Change Directives/Change Orders—The Consultant will consult with the County on the need to issue necessary clarifications and interpretations of the construction contract documents as appropriate for the orderly completion of the work. Such clarifications and interpretations will be consistent with the intent of, and reasonably inferable from, the construction contract documents. The Consultant will advise the County on the need or recommendation to issue work change directives and/or change orders authorizing minor variations from the requirements of the construction contract documents. 5.02.D Shop Drawings—The Consultant will review and approve (or take other appropriate action in respect of) shop drawings and samples and other data which the contractor is required to submit,but only for conformance with the design information provided in the construction plans, technical specifications and/or construction contract documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the construction contract documents. Such reviews and approvals,or other action,will not extend to means,methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. This review will not include review of the accuracy or completeness of details such as quantities, fabrication processes, construction means or methods, coordination of the work with other trades or construction safety precautions,all of which are the sole responsibility of the contractor. Review of a specific item will not indicate the Consultant has reviewed the entire assembly of which the item is a component. The Consultant will not be responsible for any deviations from the construction contract documents not brought to the attention of the Consultant in writing by the contractor. The Consultant will not be required to review partial submissions or those for which submissions of correlated items have not been received. • The Consultant shall provide the County with written approval(or other appropriate action as needed)of shop drawings, samples, and other data submitted for review by the contractor. The County makes the ultimate determination of acceptance or other appropriate action. • The Consultant shall provide the County written recommendations on the evaluation and acceptability of substitute or"or-equal"materials and equipment proposed by the contractor. The County makes the ultimate determination of acceptance or other appropriate action. 5.02.E Inspections and Tests—The Consultant may require and observe special inspections or tests of the work and shall receive and review all certificates of inspections,tests and approvals required by laws, rules, regulations, ordinances,codes,orders, or the construction contract documents. The Consultant's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the construction contract documents and will not constitute an independent evaluation that the content or procedures of such inspections,tests or approvals comply with the requirements of the construction contract documents. The Consultant will be entitled to rely on the results of such tests. 5.02.F Applications for Payment — Based upon the Consultant's on-site observations as an experienced and qualified design professional,and upon review the applications for payment and the accompanying data and schedules, the Consultant shall make a written recommendation to the County on the amounts that the contractor should be paid. 5.02.G Contractor's Completion Documents—The Consultant will receive,review and transmit to the County with written comments the maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by the construction contract documents,certificates of inspection,tests and approvals, Page 6 of 7 'j and marked up record documents(including shop drawings,samples and marked-up record drawings)which are to be assembled by the contractor in accordance with the construction contract documents to obtain final payment. The Consultant's review of such documents will only be to determine generally to the best of the Consultant's knowledge, information and belief that their content complies with the requirements of (and in the case of certificates of inspections, tests and approvals that the results certified indicate compliance with) the construction contract documents. 5.02.H Substantial Completion—Following notice from the contractor that the contractor considers the entire work ready for its intended use,the Consultant and County,accompanied by the contractor,shall conduct an inspection to determine if the work is substantially complete. If,after discussing all identified issues of possible objection with the County, the Consultant considers the work substantially complete to the best of the Consultant's knowledge, information,and belief per the conditions above,the Consultant shall deliver a certificate of substantial completion to the County. 5.02.I Final Notice of Acceptability of the Work—The Consultant shall conduct a final inspection with the County to determine if the completed work of the contractor is acceptable so that the Consultant may recommend to the County, in writing, final payment to the contractor. Accompanying the recommendation for final payment, the Consultant shall also provide a notice that the work is acceptable(subject to the provisions of the preceding paragraphs) to the best of the Consultant's knowledge,information and belief and based on and limited to the extent of the services performed and furnished by the Consultant under the Consultant's agreement with the County. 5.02.J Record Drawings — The Consultant, as engineer of record, will prepare record drawings based upon measurements and information he has obtained through proper surveying and measurement methods during the course of construction,and not relying solely on information provided by the contractor. 5.02.K Project Certification — The Consultant will prepare the appropriate documentation to certify project completion to the various permitting agencies. Page 7 of 7 C t'`O SCHEDULE B BASIS OF COMPENSATION 1. MONTHLY STATUS REPORTS B.1.1. As a condition precedent to payment, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any 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. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY's reasonable satisfaction. Lump sum payments will be made upon the percentage complete. In no event shall such Time and Materials compensation exceed the amounts set forth in the table below. Tasks/Item Description Lump Sum Time and Materials Not-To- Exceed Phase I $ $ 1 Project Management $ $39,895.44 2 Preliminary Design $ $27,089.00 3 Design $ $144,812.00 4 Permitting $ $21,000.00 5 Post Design Services $ $48,768.00 Phase II $ $ 1 Project Management $ $65,520.44 2 Preliminary Design $ $14,587.00 3 Design $ $257,443.00 4 Permitting $ $74,926.00 5 Post Design Services $ $59,606.00 $ $ $ $ $ $ $ $ $ $ $ $ Total Lump Sum Fee $ $ Total Time and Materials Fee $ $753,646.88 GRAND TOTAL FEE $ $753,646.88 Page 19 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 B.2.2. ❑■*Time and Material Fees: The fees noted in Section B.2.1. shall constitute the amounts to be paid to CONSULTANT for the performance of the Basic Services. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.2.1. 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(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.3. ❑*Lump-Sum--Fees:The.fees--notein--Sectt r--2.1: ,iall--consttt t -the--lump- ua -amount to be-paid--toCONS-U-LTAANT- fay--the---pefforrrtanc-e- €the-Basio--Services: There-shall-be---no overtime-pay-without the-COUNTY's prior-written-approval: B.2.3.1 CONSULTANT shall submit, with each of the monthly status reports provided for under Section B.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. B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.5. The compensation provided for under Section B.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 the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS B.3.1. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. Page 20 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 Cr'" B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for this Agreement or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with §112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with §112.061, Fla. Stat. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project. B.3.4.1.4. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. B.3.4.1.5. Expense of models for the County's use. B.3.4.1.6. Other items on request and approved in writing by the COUNTY. B.3.4.1.7. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. Page 21 of32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 B.3.4.1.8. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. B.3.5. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. Page 22 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 SCHEDULE B —ATTACHMENT 1 CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Principal $238 Senior Project Manager $201 Project Manager $165 Senior Engineer $175 Engineer $136 Senior Inspector $117 Inspector $96 Senior Planner $164 Planner $130 Senior Designer $128 Designer $109 Senior Environmental Specialist $156 Environmental Specialist $120 Senior Scientist/Geologist $156 Scientist/Geologist $115 Senior GIS Specialist $149 GIS Specialist $114 Senior Technician $102 Technician $83 Clerical/Administrative $73 Surveyor and Mapper $142 CADD Technician $95 Survey Crew - 2 man $152 Survey Crew - 3 man $185 Survey Crew - 4 man $218 Senior Architect $177 Architect $148 Senior Marine Biologist/Hydrogeologist $169 Marine Biologist/Hydrogeologist $133 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added via an Amendment upon mutual agreement in advance and in writing by the parties. For Grant Funded Projects, the above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 23 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 SCHEDULE C PROJECT MILESTONE SCHEDULE Number of Calendar Task/Item Days For Completion Description of Task from Date of Notice to Proceed Per Phase Phase I 1 Project Managment 649 days 2 Preliminary Design 54 days 3 Design 117 days 4 Permitting 117 days 5 Post Design Services 642 days Phase II 1 Project Management 649 days 2 Preliminary Design 117 days 3 Design 481 days 4 Permitting 481 days 5 Post Design Services 850 days Page 24 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 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 COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. Page 25 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? III Yes I I No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $ 1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? P1 Yes • No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? n Yes No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? ■ Yes I I No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Page 26 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,00 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you. Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? n Yes n No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? [1 Yes n No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? n Yes No Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. Page 27 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 18. TECHNOLOGY ERRORS AND OMISSIONS INSURANCE. Required by this Agreement? Yes IUI No Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? I I Yes n No Cyber Insurance: Coverage shall have minimum limits of$ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? Ii Yes No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event Page 28 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 O of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with the COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self-insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D Page 29 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, GHD Services Inc. (company's name) hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning " Engineering Design Services for Lake Trafford Stormwater Improvements and Water Treatment Facility "project is accurate, complete and current as of the time of contracting. BY: TITLE: DATE: Page 30 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 SCHEDULE F PHASE I KEY PERSONNEL Name Personnel Category Percentage of Time Brian Moore (GHD) Principal 3% Carlton D. Spirio, Jr. (GHD) Senior Project Manager 60% Richard Walker (GHD) Senior Engineer 20% Sean Snow (GHD) Designer 15% Gabrielle Enos (GHD) Senior Scientist/Geologist 5% Ben Doan (GHD) Senior Engineer 5% Karen Miller (GHD) Community Specialist 5% Dan Waters (Peninsula) Senior Engineer 75% Bruce Layman (Peninsula) Professional Wetland Scientist 30% Rahsaan Simon (Peninsula) Designer (EIT) 40% Alejandro Avila (Peninsula) Designer 60% George Valdes (Peninsula) Technician 40% Lance Miller (Stantec) Professional Land Surveyor 30% Matt Nolton (Forge) Senior Engineer 30% Kris Cella (Cella-Molnar) Community Specialist 15% Brian McBride (CONSOR) Principal 5% Trudi Williams (CONSOR) Principal 3% Edgardo Martinez (CONSOR) Senior Project Manager 45% Joe Baca (CONSOR) Senior Engineer 50% Adam Davie (CONSOR) Engineer 60% Cassidy Botelho (CONSOR) Designer 45% Ryan Bell (CONSOR) Designer 25% Jeff Bennett (CONSOR) Designer 20% Rick Clark (CONSOR) Designer 15% Jim Wood (GHD) Engineer 50% Melissa Burns (GHD) Engineer 5% Andy Alberdi (GHD) Senior Engineer 3% John Phillips (GHD) Senior Engineer 3% Meeghan Casey (GHD) Professional Geotech 3% Jesse Davis (GHD) Senior Engineer 5% SCHEDULE F-PHASE II TO FOLLOW THIS PAGE Page 31 of 32 PSA_CCNA Single Project Agreement 2017 010 Ver.3 j. ‘ SCHEDULE F PHASE II KEY PERSONNEL Name Personnel Category Percentage of Time Brian Moore(GHD) Principal 3% Carlton D.Spirio,Jr.(GHD) Senior Project Manager 75% Richard Walker(GHD) Senior Engineer 60% Sean Snow(GHD) Designer 35% Gabrielle Enos(GHD) Senior Scientist/Geologist 5% Ben Doan(GHD) Senior Engineer 5% Karen Miller(GHD) Community Specialist 15% Dan Waters(Peninsula) Senior Engineer 25% Bruce Layman(Peninsula) Professional Wetland Scientist 75% Rahsaan Simon(Peninsula) Designer(EIT) --_ 10% Alejandro Avila(Peninsula) Designer 10% George Valdes(Peninsula) Technician 10% Lance Miller(Stantec) Professional Land Surveyor 30% Matt Nolton(Forge) Senior Engineer 30% Kris Cella(Cella-Molnar) Community Specialist 15% Melissa Burns(GHD) Engineer _^-- 15% Andy Alberdi(GHD) Senior Engineer __-- 5% John Phillips(GHD) Senior Engineer 5% Meeghan Casey(GHD) Professional Geotech 5% Jesse Davis(GHD) Senior Engineer 5% Jim Wood(GHD) Engineer 50% SCHEDULE G Other: (Description) ❑ following this page (pages through ) ❑■ this schedule is not applicable Page 32 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 4 Page 1 of 2 A ® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 11/19/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis Towers Watson Certificate Center NAME: Willis Towers Watson Northeast, Inc. PHONE FAX c/o 26 Century Blvd (A/C.No.Ext): 1-877-945-7378 (A/C No): 1-888-467-2378 E-MAIL P.O. Box 305191 ADDRESS: certificates@willis.com Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Allied World Assurance Company US Inc 19489 INSURED INSURER B: Zurich American Insurance Company 16535 GHD Services Inc. 2055 Niagara Falls Blvd., Suite 3 INSURER C: Beazley Insurance Company Inc 37540 Niagara Falls, NY 14304 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W18768564 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE RETED CLAIMS-MADE X OCCUR PREMISESO(Ea occurrence) $ 1,000,000 A MED EXP(Any one person) $ 25,000 Y 0310-4497 12/01/2020 12/01/2021 PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PROT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JEC OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED BAP 3757423-05 07/01/2020 07/01/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AtIne '50C a o gY1 X U m a PO� d IL 250 (Per accident) o Hired Physical Damag $ 100000 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N 1,000,000 B ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? No N/A Y WC 0380936-05 07/01/2020 07/01/2021 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liability V29594200201 12/01/2020 12/01/2021 Each Claim: $1,000,000 Aggregate: $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) GHD Project no.: 1121446 Project name/site: 20-7713R Engineering Services for Lake Trafford Stormwater Improvements and Water Treatment Facility. Collier County Board of County Commissioners, OR, Board of Clunty Commissioners in Collier County, OR, Collier County CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Collier County Board of County Commissioners 3295 Tamiami Trail E. V a(/P(/1 it,4,3_ Naples, FL 34112 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD SR ID: 20360253 BATCH: 1892851 AGENCY CUSTOMER ID: LOC#: AR® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED GHD Services Inc. Willis Towers Watson Northeast, Inc. 2055 Niagara Falls Blvd., Suite 3 POLICY NUMBER Niagara Falls, NY 14304 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Government, OR, Collier County are included as Additional Insureds as respects to General Liability, where required by contract or agreement. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Insureds, where required by contract or agreement. Waiver of Subrogation applies in favor of Additional Insureds with respects to Workers Compensation, where required by written contract, agreement or permit where permissible by law or statute. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 20360253 BATCH: 1892851 CERT: W18768564 POLICY NUMBER: 0310-4497 COMMERCIAL GENERAL LIABILITY CG20101001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II — Who Is An Insured is amended to (1) All work, including materials, parts or include as an insured the person or organization equipment furnished in connection with shown in the Schedule, but only with respect to such work, on the project (other than liability arising out of your ongoing operations per- service, maintenance or repairs) to be formed for that insured. performed by or on behalf of the addi- B. With respect to the insurance afforded to these tional insured(s) at the site of the cov additional insureds, the following exclusion is ered operations has been completed; added: or 2. Exclusions (2) That portion of"your work" out of which the injury or damage arises has been This insurance does not apply to "bodily inju- put to its intended use by any person or ry" or"property damage" occurring after: organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 10 01 © ISO Properties, Inc., 2000 Page 1 of 1 ❑ POLICY NUMBER: 0310-4497 COMMERCIAL GENERAL LIABILITY CG20371001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Where required by written contract Location And Description of Completed Operations: Where required by written contract Additional Premium: N/A (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Section II — Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of"your work" at the location designated and described in the schedule of this endorsement performed for that insured and included in the "products-completed operations haz- ard". CG 20 37 10 01 © ISO Properties, Inc., 2000 Page 1 of 1 0 POLICY NUMBER: 0310-4497 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Notwithstanding any other provision of this policy to the contrary, the insurance afforded to an additional insured under this policy will be primary to, and non-contributory with, any other insurance available to that person or organization in the event a contract or agreement you enter into requires you to furnish insurance to that person or organization of the type provided by this policy. GL 00021 00 (07/09) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 I I (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION FOR WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US • • II I • This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. • (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No: WC 0380936-05 Endorsement No. Insured:GHD Services Inc. Premium'$ Insurance Company:Zurich American Insurance Company Countersigned By 11� +��6 WC000313 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance