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#07-4128 (JRL Design) COLLIER COUNTY GOVERNMENT Administrative Services Division Purchasing Building Purchasing Department 3301 E. Tamiami Trail Contract Administration Naples, Florida 34112 Telephone: 239/252-8941 FAX: 239/530-6700 www.colliergov.net August 28, 2007 John P. Ribes, FALSA JRL Design 405-5th Avenue South, Suite 5 Naples, FL 34102 RE: Contract #07-4128 "Design Services for Bayshore Drive Bridge Lighting and Landscaping" Dear Mr. Ribes: We are pleased to enclose your copy of the fully executed contract for the above-referenced services dated August 28, 2007. We anticipate a successful relationship, and in order to meet that goal, we want to convey our expectations regarding your role as a consultant as follows: 1. Flexibility in making changes, including resource allocation as the need arises; 2. Creativity in finding cost-effective solutions to unanticipated problems; 3. Management and coordination of sub-consultants; 4. Cooperation and timely communication with County Project Manager and staff; 5. Proper documentation of costs and expenses associated with this contract. Congratulations on the award of this contract. Should you have any questions, please do not hesitate to contact me at 239/252-8941. Very truly yours 4,46 onda Cummings, CPPB Contract Specialist C: Darryl Richard, ATM/Trans. g/ �n�F l e�r f ' nCcyCe Contract 07- 4128 Design. Services for Bayshore Drive Bridge Lighting and Landscaping PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this ,. day of A.gt-s-t 200 , by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and JRL Design, authorized to do business in the State of Florida, whose business address is 405 5th Avenue South, Suite 5, Naples, FL 34102 (hereinafter referred to as the "CONSULTANT"). WITNESSETH: WHEREAS, the OWNER desires to obtain the professional Design Consulting services of the CONSULTANT concerning Bayshore Drive Bridge Lighting and Landscaping (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: PSA 1 ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Design Consulting services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to OWNER. 1.5. CONSULTANT designates John P. Ribes, FASLA, 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 PSA 2 the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Project or the services to be provided and performed by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or PSA 3 federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 1.8. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of- pavement - EOP, etc), and adhere to industry standard CAD specifications. PSA 4 ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through an 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 Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: PSA 5 2.1. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for OWNER'S use. 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. PSA 6 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONSULTANT hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; PSA 7 (b) Provide all criteria and information requested by CONSULTANT as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to PSA 8 have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. PSA 9 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the OWNER for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use on this Project. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. PSA 10 ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. PSA 11 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance, which are to be provided in the form attached as Attachment I to Schedule D, must identify the specific Project name, as well as the site location and address (if any). 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. PSA 12 ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or replaced without OWNER'S prior written consent. 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 terms this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where PSA 13 appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT'S services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT'S failure to properly and timely perform the services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or PSA 14 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 OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1 , then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by Owner, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control. PSA 15 12.5. The OWNER shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to OWNER of CONSULTANT'S intent to terminate this Agreement. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the Agreement and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. PSA 16 ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. PSA 17 ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners, Collier County Florida Purchasing Department, Building H 3301 Tamiami Trail East Naples, Fl. 34112 Attention: Stephen Y. Carnell, Purchasing/General Services Director Fax: 239-732-0844 16.2. All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: JRL Design 405 5th Avenue South, Suite 5 Telephone: 239-261-4007 Attn: John P. Ribes, FALSA Fax: 239-261-5378 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. PSA 18 ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. PSA 19 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 Drawings (Site Map and Sheets 1-4) Appendix I Terms for Federal Aid Contracts Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for PSA 20 CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT'S compensation shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through PSA 21 Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. PSA 22 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for 07- 4128 Design Services for Bayshore Drive Bridge Lighting and Landscaping the day and year first written above. BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: Stephen Y. Carnell Purchasing/General Services Director Approved as to form and legal sufficiency: (ix4,ItSok Assistant COL my Attorney. JRL Design By: Witness c.s.o. 4 J 14DEZL, 14)f jtleille Typed Name and Title Typed Name and Title Witn s �' 4fraft-ea) (sae /44.04-i �vte c Typed Name and Title / !yam PSA 23 SCHEDULE A SCOPE OF SERVICES SCOPE OF SERVICES 1. DESCRIPTION OF PROJECT: 1.1. This Project is located at station 201 Bayshore Drive to station 209. The project area is Bayshore Bridge and all area within right-of-way extending 300 feet North to station 209 Bayshore Drive and all area within right-of-way extending 300 feet South to station 201 Bayshore Drive. The landscape segment will be constructed within County maintained road right-of-way. The landscape segment will not cause adverse impacts to local traffic patterns, property access, community cohesiveness, planned community growth, land use patterns, air, wetland, noise, water quality, endangered and threatened species and their critical habitat. The improvements include lighting, incidental landscaping, irrigation improvements to include pavers. (see site maps). 2. PROGRAM VERIFICATION: 2.1. CONSULTANT shall review the OWNER'S program documents and design guidelines, to ascertain the requirements of the Project and shall either meet the design requirements set forth therein or CONSULTANT shall submit a written request for variance, identifying specific exceptions. OWNER may, at its discretion, accept or reject the request for variance. CONSULTANT shall prepare and submit a report on the program for OWNER'S review and approval. 2.4 CONSULTANT shall review the OWNER'S budget and any applicable cost estimates as compared to the OWNER'S program documents. The CONSULTANT shall confirm in writing to the OWNER whether the Project can be designed and successfully constructed within the limits of the OWNER'S budget and program constraints. 3. SCHEMATIC DESIGN: 3.1. Based upon the mutually agreed-upon Project program, schedule and budget by OWNER and CONSULTANT, CONSULTANT shall prepare, Schematic Design Documents in compliance with OWNER'S design guidelines for approval by OWNER. OWNER'S acceptance of Schematic Design Documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of this Project. 3.2. CONSULTANT shall work with the Project Manager and other users of the Project to meet design requirements and identify the areas within the facility design which offer the greatest potential for the elimination of unnecessary costs. OWNER'S design guidelines shall not be eliminated as value engineering items. 3.3. CONSULTANT shall prepare a master site plan that identifies future program changes impacting site development and physical expansion with particular emphasis on PSA A-1 curriculum, accessibility (including all ADA requirements), growth trends, traffic separation, safety, and facility improvements. 3.4 CONSULTANT'S final Schematic Design submittal and presentation shall include, but not be limited to, the Schematic Phase requirements found in OWNER'S design guidelines. 3.5. If the Project is at an existing facility, the CONSULTANT shall prepare a minimum of three (3) phasing options, with input from the OWNER and Contractor and as part of Schematic Design Phase. This approach to design and construction shall be phased during continued operation of the facility while identifying the best schedule and optimal cost for construction. 3.6 CONSULTANT shall conduct a pre-submittal document review meeting with the OWNER'S Project Manager prior to submission of the Schematic Design Documents. CONSULTANT shall be required to conduct at least one formal presentation at completion of this phase to demonstrate how OWNER'S previously submitted comments have been incorporated into the design documents. 3.7 All Schematic Design Documents prepared by or for CONSULTANT are subject to OWNER'S review and approval. At completion of the Schematic Design Phase, CONSULTANT shall submit the Schematic Design Documents to the Project Manager for review and comment. CONSULTANT shall respond in writing to the review comments within 14 calendar days of receipt. Responses shall be forwarded directly to the OWNER'S Project Manager. CONSULTANT shall revise the Schematic Design Documents as required by OWNER in order to obtain OWNER'S written approval and authorization to proceed to the Design Development Phase. 3.8 As part of Basic Services, CONSULTANT will be required to provide OWNER with a cost estimate as part of the Schematic Design Documents, together with a written explanation for all variances between that cost estimate and OWNER'S approved Project construction budget. The cost estimate format shall be subject to OWNER'S approval and may require electronic submission of cost estimate information. If CONSULTANT'S cost estimate or any other estimate prepared by or for OWNER based upon the Schematic Design Documents indicate that construction costs will exceed OWNER'S approved Project construction budget, CONSULTANT shall revise the Schematic Design Documents to bring them within OWNER'S approved Project construction budget. CONSULTANT shall be solely responsible for all costs and expenses which it may incur in revising the Schematic Design Documents to bring them within OWNER'S approved Project construction budget. If OWNER requires a detailed construction cost estimate from CONSULTANT, such estimate shall be provided as an Additional Service. 4. DESIGN DEVELOPMENT PHASE: After OWNER'S review and approval of the Schematic Design Documents and issuance of OWNER'S written authorization to proceed, CONSULTANT shall commence the Design Development services and perform the following: 4.1. Develop design documents to a level of definitiveness and detail to fix and describe the size and character of the various Project components and each Project discipline and system as may be appropriate for this stage of development, including long lead and special order materials and equipment. PSA A-2 4.2. Continue developing the architectural, civil, structural, mechanical, electrical, security, and other discipline's responsibilities that establish the final scope and details for that discipline's work. 4.3. Perform materials research and prepare specifications specific to Project requirements in draft form. 4.4. Identify and properly coordinate the requirements of the various utility services that have an impact upon the Project Design. Drainage investigations and drainage designs shall be coordinated with storm water management district having jurisdiction on the site. 4.5. Work with the OWNER'S Project Manager and other users of the Project to meet design requirements and identify the areas within the facility design, which offer the greatest potential for the elimination of unnecessary costs. OWNER'S design guidelines shall not be eliminated as value engineering items. 4.6. Evaluate alternative ideas in terms of their feasibility to construct, time and cost. 4.7. Develop selected alternative ideas in detail with emphasis on their technical durability, constructability and life cycle cost. 4.8 CONSULTANT'S final Design Development submittal and presentation shall include, but not be limited to, the requirements found in OWNER'S design guidelines. 4.9 CONSULTANT shall prepare and submit with the Design Development Documents a quality assurance/quality control (QA/QC) itemized checklist such as "RediCheck" interdisciplinary review system or similar, confirming that the Design Development Documents submittal is in compliance with the OWNER'S program submission requirements and that all project design disciplines have been coordinated. 4.10. CONSULTANT shall conduct a pre-submittal document review meeting with the OWNER'S Project Manager prior to submission of the Design Development Documents. CONSULTANT, may be required, to conduct at least one presentation at completion of this phase to demonstrate how OWNER'S previously submitted comments were incorporated into the design documents. 4.11 All Design Development Documents prepared by or for CONSULTANT are subject to OWNER'S review and approval. At completion of the Design Development Phase, CONSULTANT shall submit the Design Development Documents to the Project Manager for review and comment. CONSULTANT shall respond in writing to the review comments within 14 calendar days of receipt. Responses shall be forwarded directly to the OWNER'S Project Manager. CONSULTANT shall revise the Design Development Documents as required by OWNER in order to obtain OWNER'S written approval and authorization to proceed to the Construction Documents Phase. 4.12. As part of Basic Services, CONSULTANT will be required to further develop and update the cost estimate as part of the Design Development Documents and bring to OWNER'S attention in writing any variances between that updated cost estimate and OWNER'S approved Project construction budget. Cost estimate format shall be subject to OWNER'S approval and may require electronic submission of cost estimate information. If CONSULTANT'S updated cost estimate or any other estimate prepared by or for OWNER based upon the Design Development Documents indicate that construction PSA A-3 costs will exceed OWNER'S approved Project construction budget, OWNER may elect to modify its budget and/or require CONSULTANT to revise the Design Development Documents to bring them within OWNER'S approved Project construction budget. CONSULTANT shall be solely responsible for all costs and expenses which it may incur in revising the Design Development Documents to bring them within OWNER'S approved Project construction budget. 5. CONSTRUCTION DOCUMENTS: After OWNER'S review and approval of the Design Development Documents and issuance of OWNER'S written authorization to proceed, CONSULTANT shall commence the Construction Documents services and perform the following: 5.1. Prepare final calculations, Construction Documents setting forth in detail each discipline's requirements into a cohesive whole based upon the approved Design Development Documents and consultations with OWNER'S Project Manager. 5.2. Prepare final quality assurance/quality control (QA/QC) itemized checklist such as "RediCheck"interdisciplinary review system or similar, confirming that the Construction Documents submission is in compliance with the OWNER'S program submission requirements and that all project design disciplines have been coordinated. 5.3. Complete the Project Manual in accordance with OWNER'S design guidelines. 5.4. Prepare and file all applications, data and documents required to obtain the approval of all authorities having jurisdiction over the Project, including any applicable storm water management districts and State and local fire marshals. This shall be accomplished at the appropriate time, but not later than the ninety percent (90%) completion point of this phase. To insure the timely approval of all permits necessary for the construction of the Project, including all environmental permits, CONSULTANT shall advise OWNER and schedule the necessary contacts and liaison with all authorities having permit jurisdiction over the Project, and shall furnish, on a timely basis, such plans, data and information as may be necessary to secure approval of the required permits. CONSULTANT shall, at no additional cost to OWNER, make all reasonable and necessary revisions to the Construction Documents required to obtain the necessary permit approvals for construction of the Project. 5.5. CONSULTANT shall update the campus Master Plan drawings to reflect the current as built condition related to the overall Master Plan goals. 5.6. All Construction Documents prepared by or for CONSULTANT are subject to OWNER'S review and approval. At completion of the Construction Documents Phase, CONSULTANT shall submit the Construction Documents to the Project Manager for review and comment. CONSULTANT shall respond in writing to the review comments within 14 calendar days of receipt. Responses shall be forwarded directly to the OWNER'S Project Manager. CONSULTANT shall revise the Construction Documents as required by OWNER to obtain OWNER'S written approval of such documents. 5.7. As part of Basic Services, CONSULTANT will be required to further develop and update its cost estimate as part of the Construction Documents, and notify OWNER in writing of any variances between that updated cost estimate and OWNER'S approved Project construction budget. If CONSULTANT'S updated budget estimate or any other estimate PSA A-4 prepared by or for OWNER based upon the Construction Documents indicate that construction costs will exceed OWNER'S approved Project construction budget, OWNER may elect to modify its budget and/or require CONSULTANT to revise the Construction Documents to bring them within OWNER'S approved Project construction budget. CONSULTANT shall be solely responsible for all costs and expenses which it may incur in revising the Construction Documents to bring them within OWNER'S approved Project construction budget. 5.8 As used herein, the term "Construction Documents" refers to all documents to be prepared by and for CONSULTANT pursuant to this Agreement with respect to the construction of the Project, including, but not limited to, all drawings, specifications, bid documents, Project Manual, contract conditions, and Addenda. 6. BUILDING PERMIT PHASE 6.1 CONSULTANT is responsible for cooperating with and providing assistance to OWNER and Contractor with respect to the applicable building permit application process and the issuance of all necessary and required permits for the Project. 6.2 As part of the building permit application package, the CONSULTANT shall provide the applicable building permit office with the number of complete sets of signed and sealed Construction Documents and all other bidding documents prepared by the CONSULTANT as indicated in the Deliverable Schedule set forth in OWNER'S design guidelines. Each of the drawings and the cover sheet of the Project Manual shall be signed, sealed, and dated by the CONSULTANT. 7. BIDDING PHASE CONSULTANT shall cooperate with and assist OWNER during the Bidding Phase as hereafter provided with respect to the selection of the Contractor: 7.1. CONSULTANT shall provide the OWNER'S Project Manager with one electronic copy of the Construction Documents and all other bidding documents prepared by or for CONSULTANT. Dependent upon the Project schedule, the Bidding Phase may take place prior to or concurrently with review of the Construction Documents. Accordingly, CONSULTANT may be required, as directed by OWNER, to provide bidders with design documents and other bidding documents prior to one-hundred percent (100%) final approved Construction Documents. 7.2. CONSULTANT shall assist OWNER in reviewing, evaluating and advising OWNER regarding bids. CONSULTANT shall attend the pre-bid conferences and shall be responsible for developing and providing to OWNER any addenda to the Contract Documents that result from those conferences. The CONSULTANT shall make a written recommendation to the OWNER with respect to the OWNER entering into an agreement with the apparent Successful Bidder. 7.3. CONSULTANT shall prepare any required addenda to the Construction Documents and submit addenda for OWNER review and approval. CONSULTANT shall respond only to questions or requests for clarifications concerning the Construction Documents submitted in writing by OWNER. Written questions by bidders during bidding shall be PSA A-5 answered by the CONSULTANT through the issuance of an Addenda through the Owner's Purchasing Department. 8. CONSTRUCTION PHASE: 8.1. CONSULTANT shall keep OWNER apprised of all contacts and/or communications between CONSULTANT and Contractor. OWNER shall be copied on all correspondence between CONSULTANT and Contractor. All contacts and/or communications between CONSULTANT and the various subcontractors shall be routed through Contractor. 8.2. During the Construction Phase, CONSULTANT shall provide the following services: 8.2.1. Prepare a list of required submittals for shop drawings, product data, samples, warrantees, and other submittals required by Contract Documents, in tabular form which will indicate specification section number and section name (CSI Format) per Project Manual Table of Contents. 8.2.2. Process, review, respond and distribute shop drawings, product data, samples, substitutions and other submittals required by the Construction Documents within five (5) business days. 8.2.3. Maintenance of a master file of all submittals, including submittal register, made to CONSULTANT, with duplicates for OWNER. OWNER'S copy shall be in electronic/CD format and submitted at time of Substantial Completion. 8.2.4. Construction field observation services consisting of visits to the Project site as frequently as necessary, but not less than once every week, to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Construction Documents. When CONSULTANT discovers portions of the Work which do not conform to the Construction Documents, CONSULTANT, shall have the authority and duty to reject such Work. Provide a written report of each visit, within five (5) business days from the CONSULTANT'S site visit, to the OWNER'S Project Manager. This field observation requirement shall apply to any subconsultants or subcontractors of CONSULTANT at appropriate construction points. 8.2.5. CONSULTANT, as representative of OWNER during construction, shall advise and consult with OWNER. Through its on-site observations of the Work in progress and field checks of materials and equipment, CONSULTANT shall endeavor to provide protection for OWNER against defects and deficiencies in the Work of Contractor and the various subcontractors of Contractor. 8.2.6. Prior to the first Application for Payment, the CONSULTANT shall review the Contractor's Schedule of Values and recommend adjustments. Based on such observations at the site and on the Applications for Payment submitted by the Contractor, CONSULTANT shall recommend the amount owing to Contractor and shall acknowledge the Application for PSA A-6 Payment initially completed by the Contractor for such amounts. The issuance of Certificate of Payment shall constitute a representation by CONSULTANT to OWNER that: (i) the Work has progressed to the point indicated; (ii) that to the best of CONSULTANT'S knowledge, information and belief, the quality of the Work is in accordance with the Construction Documents subject to minor deviations from the Construction Documents correctable prior to completion, and to any specific qualifications stated in the Application for Payment; and (iii) Contractor is entitled to payment in the amount certified. 8.2.7. CONSULTANT shall review claims for extra compensation, or extensions of time from Contractor, make written recommendations to OWNER within five (5) business days concerning validity, and prepare responses for OWNER. 8.2.8. CONSULTANT shall be, in the first instance, the interpreter of the requirements of the Construction Documents. CONSULTANT shall render opinions on all claims of Contractor relating to the execution and progress of the Work and on all other matters or questions related thereto. CONSULTANT'S decisions in matters relating to artistic effect shall be final if consistent with the intent of the Construction Documents, subject to OWNER'S approval. CONSULTANT shall review for comment or approval any and all proposal requests, supplemental drawings and information, substitutions, value engineering suggestions and change orders. 8.2.9. Prepare, reproduce and distribute supplemental drawings, specifications and interpretations in response to requests for clarification by Contractor or OWNER as required by construction exigencies. CONSULTANT'S response to any such request must be received by OWNER and Contractor within five (5) business days. CONSULTANT will review and respond to all submittals from Contractor, including but not limited to shop drawings, within a reasonable period of time so as not to delay the progress of the Work, but in no event, more than five (5) business days, unless OWNER expressly agrees otherwise in writing. Review of Contractor's submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of Contractor as required by the Contract Documents. CONSULTANT'S review shall not constitute approval of safety precautions or, unless otherwise specifically stated by CONSULTANT, of any construction means, methods, techniques, sequences or procedures. CONSULTANT'S approval of a specific item shall not indicate approval of an assembly of which the item is a component. 8.2.10. CONSULTANT shall have authority to reject Work which does not conform to the Construction Documents. Whenever, in its reasonable opinion, CONSULTANT considers it necessary or advisable to insure the proper implementation or the intent of the Construction Documents, subject to OWNER'S prior written approval, CONSULTANT will have PSA A-7 authority to require special inspection or testing of any Work in accordance with the provisions of the Construction Documents whether or not such Work be then fabricated, installed or completed. 8.2.11. CONSULTANT shall review and provide written comment upon all Change Orders requests by the Contractor, as well as any cost estimate associated with a Change Order request, prepared by Contractor. Upon agreement by the OWNER, the CONSULTANT shall prepare and provide Change Orders or Work Change Directives to the OWNER in accordance with the OWNER'S Administrative Procedures for approval and issuance to the Contractor and revise the Construction Documents accordingly. 8.2.12 CONSULTANT shall submit to the applicable building permit office the number of sets of drawings and/or documents reflecting the approved changes in the Work as may be required by that office. Code compliance issues must be approved by the applicable building permit office prior to inspection of the subject Work. 8.2.13. CONSULTANT shall review the Project schedule, subcontractor construction schedule(s), schedule(s) of shop drawing submittals and schedule(s) of values prepared by Contractor and advise and/or recommend in writing to OWNER concerning their acceptability. 8.2.14. CONSULTANT shall attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences, pre- closeout meetings and other Project-related meetings, and provide the official meeting minutes for these meetings. The CONSULTANT'S official meeting minutes will be in addition to any meeting agenda, or meeting minutes prepared by the Contractor. 8.2.15. Receive notice from Contractor if other work related to the Project by OWNER'S own forces, by utility owners, or by other direct contractors will involve additional expense to Contractor or require additional time and promptly advise OWNER in writing. 8.2.16. Receive copies of all accident reports submitted by Contractor and promptly advise OWNER. 8.2.17. Advise OWNER of facts known to CONSULTANT which may constitute an event of default on the part of the Contractor under the Contract Documents, and advise and make recommendations to the OWNER with respect to the remedies available to the OWNER under the Contract Documents. 8.2.18. Review and comment upon, without assuming any liability for, Contractor's quality control program. 8.2.19. Review the Work to confirm that the plans and facility comply with the current Florida Building Code, and maintain a copy of the current Florida Building Code at its office for review by Contractor. Report any discrepancies observed or noted to OWNER. The applicable building PSA A-8 permit office will prepare and issue the Certificate of Occupancy at the appropriate time to the Contractor, on the form approved by OWNER . 8.2.20. CONSULTANT shall manage the OWNER'S Project closeout process. Upon notice from Contractor, and with the assistance of OWNER, CONSULTANT shall conduct the Substantial Completion inspection and if appropriate issue the Certificate of Substantial Completion. Review and comment upon, and supplement as appropriate, the punch lists to be prepared by Contractor. Notify Contractor in writing of work not complete. 8.2.21. Upon notice from Contractor, conduct final inspections and assist OWNER in final acceptance of Project. If appropriate, issue the Certificate of Final Inspection on the form approved by OWNER . 8.2.22. Evaluate all testing results and make recommendations to OWNER. 8.2.23. Assist OWNER in the establishment of programs of operation and maintenance of the physical plant and equipment. 8.2.24. Assist OWNER and Contractor in the training of the facility operation and maintenance personnel with respect to the proper operations, schedules, procedures and inventory controls for the various Project equipment and systems. Such assistance shall include assisting OWNER in arranging for and coordinating the instruction and training on operations and maintenance of the Project's equipment and systems in conjunction with the various manufacturer representatives. Further, CONSULTANT is to attend all such training sessions, unless otherwise consented to by OWNER in writing. 8.2.25. Review for compliance with Contractor's obligation under the Contract Documents, all operation and maintenance manual submittals, prior to submittal to OWNER. 8.2.26. Schedule via OWNER and visit with OWNER and Contractor the facility at initial occupancy and at six (6) and eleven (11) months after issuance of the Certificate of Substantial Completion. During each facility visit, CONSULTANT shall observe, troubleshoot and advise in the operation of building systems. This shall not relieve CONSULTANT of its obligation to make other visits to the facility based on need should specific issues arise. 8.2.27. After Contractor provides CONSULTANT with its marked-up "As-Built" drawings and specifications, CONSULTANT will revise the final approved Construction Documents to incorporate all "As-Built" information contained in the Contractor's marked-up "As-Built" drawings and specifications, as well as to reflect all addenda, contract changes and field changes (sometimes referred to herein as the "Record Documents"). CONSULTANT shall provide OWNER with one (1) electronic copy on compact disk (CD) of the Record Documents, two sets of the conformed, signed and sealed drawings and prints, and two sets of the conformed Project Manual/Specifications signed and sealed. PSA A-9 8.2.27.1 The electronic copy on CD of the Record Documents shall be provided in AutoCAD.dwg format, "purged and bound", and compatible with OWNER'S system. 8.2.27.2 Throughout the Construction Phase, CONSULTANT shall review Contractor's marked-up "As-Built" drawings and Project Manual/Specifications, on a regular basis, and at least monthly prior to certification of Contractor's monthly payment application, to verify that Contractor is regularly updating the "As-Builts." 8.2.28. Consult with, and recommend solutions to, OWNER during the duration of warranties in connection with inadequate performance of equipment, materials or systems under warranty. 8.2.29. Submit a facility and equipment review schedule to OWNER at the time of Substantial Completion. Perform reviews of facilities and equipment prior to expiration of warranty period(s) to ascertain adequacy of performance, materials, systems and equipment. Submit a written report to OWNER. 8.2.30. Document noted defects or deficiencies and assist OWNER in preparing instructions to Contractor for correction of noted defects. 8.2.31. The CONSULTANT, upon final acceptance of the Project, shall issue and sign the Certificate of Final Inspection on the form approved by OWNER 9. DELIVERABLES: CONSULTANT shall furnish documents in type, format, version and quantities indicated in the OWNER'S design guidelines. 10. SERVICES RELATING TO ALL PHASES: 10.1. CONSULTANT'S design documents shall be consistent with OWNER'S program (including OWNER'S design guidelines) at all phases of design unless expressly authorized otherwise in writing by OWNER. 10.2. CONSULTANT shall submit to OWNER design notes and computations to document the design conclusions reached during the development of the Project design as requested by OWNER. 10.3.1. The design notes and calculations shall include, but not be limited to, the following data: 10.3.1.1 Design criteria used for the Project, 10.3.1.2 Lighting calculations; 10.3.1.3 Structural calculations; 10.3.1.4 Drainage calculations; PSA A-10 10.3.1.8 Calculations as required by provisions of the Florida Energy Conservation Standards Act (Department of Community Affairs), latest revision; 10.3.1.10. Life Cycle Costs (Florida Administrative Code and F.S. 235.26) 10.3.1.11 Calculations showing probable cost comparisons of various alternatives considered; 10.3.1.12 Documentation of decisions reached resulting from meetings, telephone conversations or site visits; and 10.3.1.13 Other Project related correspondence as appropriate. 10.4 All drawing documents for the Project shall be accurate, legible, complete in design, suitable for bidding purposes and in conformance to OWNER'S design guidelines. Documents shall be furnished in accordance with the Deliverable Schedule. 10.5. At the time this Agreement is executed, CONSULTANT has reviewed the form of contract to be entered into between OWNER and Contractor. In addition to all other Basic Services to be provided by CONSULTANT hereunder, CONSULTANT agrees that any other services noted within the contract between OWNER and Contractor to be provided by CONSULTANT are hereby incorporated by reference into the Basic Services to be provided by CONSULTANT hereunder. Any changes to the form of contract between OWNER and Contractor from that reviewed by CONSULTANT, which increase the scope of Basic Services otherwise required of CONSULTANT, will entitle the CONSULTANT to an equitable adjustment to the Agreement for such Additional Services, if CONSULTANT requests such adjustment in accordance with the requirements of this Agreement. 10.6. OWNER in no way obligates itself to check CONSULTANT'S work, and further, is not responsible for maintaining the Design Schedule. 10.7. OWNER'S approval or acceptance of any service in any phase does not relieve CONSULTANT of any of its duties, obligations or responsibilities under this Agreement. 10.8. CONSULTANT'S attendance at any partnering sessions with Contractor is mandatory and included within Basic Services 10.9. CONSULTANT acknowledges that OWNER has established a construction budget of $150,000.00, which may be subject to adjustments, as approved by OWNER in writing. CONSULTANT agrees to perform professional services for the Project, in accordance with the terms and conditions set forth herein, for design of the Project at a total construction cost to OWNER which does not exceed the above noted OWNER'S budget. Evaluations of the Project budget and any estimates of construction cost prepared, reviewed or agreed to by CONSULTANT represent CONSULTANT'S best judgment as a CONSULTANT familiar with the construction industry. CONSULTANT cannot and does not guarantee that bids or negotiated prices will not vary from any estimate of construction cost or evaluation prepared, reviewed or agreed to by CONSULTANT. Notwithstanding anything herein to the contrary, CONSULTANT shall revise and modify the Construction Documents and assist in the rebidding of the Work at no additional cost to OWNER, if all bids from responsive and responsible bidders exceed OWNER'S construction budget, as said budget may be modified by OWNER, as provided for herein. All such revisions and modifications of the Construction Documents shall be subject to the review and approval of OWNER. PSA A-11 1 rs x .! ;:r4fAl*,'".+1%,,ttP 2 * ' ' I 4") tr; s.iv , .,�G�ar 4+ ... 1 , ,h, ,... , . ,...t., {� �Z s T .6 F`'' IA, • 2 is ..fit: ,i. r -4 e`. ..s ..%. awlr �v"�.`a �Itii - ' - ,3.. a �a . U �y„�y�+. to F Y .4 * f � "S"'� 'F t R ;a. Tee`-- Y 0 '"'` -.1 ,.. ^i � yshore.F rive - }�,, Project Limits ,: " , tq ,. 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L t ''y{431 t ik 4 ,1 c. pc,\ A-l6 TERMS FOR FEDERAL AID CONTRACTS (APPENDIX I): The following terms apply to this contract in which involves the expenditure of federal funds: It is understood and agreed that all rights of the County relating to inspection, review, approval, patens, copyrights, and audit of the work, tracing, plans, specifications, amps, data, and cost records relating to t this Agreement shall also be reserved and held by authorized representatives of the United States of America. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval of U.S.D.O.T., anything to the contrary in this Agreement not withstanding. Compliance with Regulations: The Consultant shall comply with the regulations of the U.S. Department of Transportation relative to nondiscrimination in federally-assisted programs of the U.S. Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of the contract. Nondiscrimination: The Consultant, with regard to the work performed by him after award and prior to completion of the contract work, will not discriminate on the grounds of race, color, religion, sex or national origin in the selection and retention of subcontractors, including procurements of material and leases of equipment. The consultant will not participate either directly or indirectly in the discrimination and prohibited by Section 21.5 of the program set forth in Appendix B of the Regulations. Solicitations for Subcontracts, including Procurements of Material and Equipment: In all solicitations made by competitive bidding or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials and leases of equipment, each potential subcontract, supplier or lessor shall be notified by a consultant of the consultant's obligations under this contract and the regulations relative to nondiscrimination on the grounds of race, color, religion, sex or national origin. Information and Reports: The Consultant will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Department or U.S. Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders and instruction. Where any information required of the consultant is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall certify to the Department, or the U.S. Department of Transportation, as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions of Noncompliance: In the event of the Consultant's noncompliance with the nondiscrimination provisions of this contract, the State of Florida Department of Transportation shall impose such contract sanctions as it or the U.S. Department of Transportation may determine to be appropriate, including, but not limited to, withholding of payment to the Consultant under the contract until the Consultant complier and/or cancellation, termination or suspension of the contract, in whole or in part. PSA A-17 Incorporation of Provisions: The Consultant will include the provisions of Paragraph A through H in every subcontract, including procurements of materials and leases of equipment unless exempt by the Regulations, order, or instruction issued pursuant thereto. The Consultant will take such action with respect to any subcontract or procurement as the State of Florida Department of Transportation or the U.S. Department of Transportation may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event a Consultant becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Consultant may request the State to enter into such litigation to protect the interests of the United States. Interest of Members of Congress: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising therefrom. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for one year thereafter shall be any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations, boards, and commissions established under the laws of any State. Participation by Minority Business Enterprises: The Consultant shall agree to abide by statements in Paragraph (1) and (2) which follow. These statements shall be included in all subsequent agreements between the Consultant and any subconsultant or contractor. "Policy: It is the policy of the Department of Transportation that minority business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement. Consequently, the MBE requirements of 49 CFR Part 23 apply to this agreement." "MBE Obligation: the recipient or its contractor agrees to ensure that minority business enterprises, as defined in 49 CFR Part 23, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all recipients or contracts, shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that minority business enterprises have the maximum opportunity compete for and perform contract. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance o DOT-assisted contracts." It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect to any facts related to the project(s) described in this Agreement is a violation of the Federal Law. Accordingly, United States Code, Title 18, Section 1020, is hereby incorporated by reference and made a part of this Agreement. It is understood and agreed that if the Consultant at any time learns that the certification it provided the Department in compliance with 49 CFR, Section 23.51, was erroneous when submitted or has become erroneous by reason of changed circumstances, the Consultant shall provide immediate written notice to the Department. It is further agreed that the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction" as set forth in 49 CFR, Section 29.510, shall be included by the Consultant in all lower tier covered transactions and in all aforementioned federal regulations. PSA A-18 The County hereby certifies that neither the consultant nor the consultant's representative has been required by the County, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract, to employ or retain, or agree to employ or retain, any firm or person, or pay, or agree to pay, to any firm, person, or organization any fee, contribution, donation or consideration of any kind; The Department further acknowledges that this agreement will be furnished to a federal agency, in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal laws, both criminal and civil. The Consultant hereby certifies that is has not: employed or retained fro a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for the above contractor) to solicit or secure this contract; agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this contract; or paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for the above contractor) any fee contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contract. The Consultant further acknowledges that this agreement will be furnished to the Sate of Florida Department of Transportation and a federal agency in connection with this contract involving participation of Federal-Aid funds, and it subject to applicable State and Federal Laws, both criminal and civil. PSA A-19 SCHEDULE B BASIS OF COMPENSATION LUMP SUM 1. MONTHLY STATUS REPORTS B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice a progress report reflecting the Project design and construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B1.1.1 All monthly status reports and invoices shall be mailed to the attention of Darryl Richard, Project Manager, Alternative Transportation Modes, 2885 Horseshoe Drive South, Naples, Florida 34104. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make the lump sum payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until all services associated with any such line item have been completed to OWNER'S reasonable satisfaction. ITEM LUMP SUM FEE FOR: FEE PAYMENT SCHEDULE 1. Task A - Existing Conditions $ 8,995.00 Monthly based upon percentage Inventory and Analysis complete 2. Task B - Preliminary Design $ 9,640.00 Monthly based upon percentage complete 3. Task C - Public Review $ 1,600.00 Monthly based upon percentage complete 4. Task D - Working Drawings $ 17,760.00 Monthly based upon percentage complete 5. Task E - Contract Administration $ 7,135.00 Monthly based upon percentage complete 6. Task F - Reimbursable $ 750.00 Monthly based upon Time and Materials TOTAL FEE (Total Items 1-6) $45,880.00 B.2.2. The fees noted in Section 2.1. shall constitute the lump sum amount of forty five thousand eight hundred eighty Dollars ($ 45,880.00) to be paid to CONSULTANT for the performance of the Basic Services. B.2.3. For Additional Services provided pursuant to Article 2 of the Agreement, if any, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based PSA B-1 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 OWNER'S prior written approval. B.2.4. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.5 Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: B.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: PSA B-2 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 OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. 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 OWNER. 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 OWNER. B.3.4.2 Should a conflict exist between the dollar amounts set forth in Section 112.061, F.S., and the Agreement, the terms of the Agreement shall prevail. PSA B-3 SCHEDULE B —ATTACHMENT A SCHEDULE OF FEES FOR BASIC SERVICES Task A—Existing Conditions Inventory and Analysis $ 8,995.00 Lump Sum Meet with County staff and appropriate Agencies and Boards Report design direction, goals and objectives and criteria Survey Edge of road, right-of-way, light poles, built improvements Review found conditions with County Record Plan (provided) Existing Conditions Inventory of electrical power service capability Locate site supply and related area fixtures inventory. Prepared on a district overlay diagram analysis map Recommend additional infrastructure requirements. Photo documentation existing illumination Prepare diagrammatic plan identifying fixtures, lamps types and intensities This Task includes 1 — 1 hour meeting with the Project Manager and Principal Task B —Preliminary Design $ 9,640.00 Lump Sum Create a conceptual lighting and landscaping plan. Prepare preliminary design scheme providing alternative solution. Designs will be illustration for discussion and feedback by County staff. This Task includes 1 —2 hour meeting with the Project Manager Task C —Public Review $ 1,600.00 Lump Sum Present to County staff and appropriate Agencies and Boards Adjust solution resulting from presentation This Task includes 1 —2 hour meeting with the Project Manager and Principal Task D—Working Drawings $ 17,760.00 Lump Sum Issue a progress set for review and comment at 30%, 60% and 90% Prepare a comprehensive Lighting and Landscape Design Plan. Issue final comprehensive plan and related documents sufficient for competitive bidding and implementation Format suitable for incorporating documents with the County's general conditions policies and procedures for bid purposes and permitting. This Task includes up to 3 — 1 hour meetings with the Project Manager Task E —Contract Administration $ 7,135.00 Lump Sum Pre— Bid Conference with Bidders (1 included) Evaluation of bids received with County staff RFI and shop drawing review Site visit and progress reports (5 included) Site visit for substantial completion and punch list (1 included) Site visit for final certification (1 included) Contractor pay request review Certification of substantial completion Task F— Reimbursables $750.00 Time and Materials Total: $45,880.00 Note: Task A includes fee for surveyor within the scope of the project PSA B-4 SCHEDULE B—ATTACHMENT B CONSULTANT'S EMPLOYEE HOURLY RATE SCHEDULE Title Rate Per Hour Project Principal $170.00 Project Manager $125.00 Professional Engineer $140.00 Engineer $130.00 Landscape Architect/ Planner $ 95.00 Technician Staff $ 75.00 CADD/Graphics $ 75.00 Clerical $ 45.00 PSA B-5 SCHEDULE C PROJECT SCHEDULE All task days begin upon issuance of Notice to Proceed by County Project Manager Task A— Existing Conditions Inventory and Analysis 15 Days Meet with County staff and appropriate Agencies and Boards Report design direction, goals and objectives and criteria Survey Edge of road, right-of-way, light poles, built improvements Review found conditions with County Record Plan (provided) Existing Conditions Inventory of electrical power service capability Locate site supply and related area fixtures inventory. Prepared on a district overlay diagram analysis map Recommend additional infrastructure requirements. Photo documentation existing illumination Prepare diagrammatic plan identifying fixtures, lamps types and intensities Task B —Preliminary Design 15 Days Create a conceptual lighting and landscaping plan. Prepare preliminary design scheme providing alternative solution. Designs will be illustration for discussion and feedback by County staff. Task C — Public Review 5 Days Present to County staff and appropriate Agencies and Boards Adjust solution resulting from presentation Task D —Working Drawings 30 Days Issue a progress set for review and comment at 30%, 60% and 90% Prepare a comprehensive Lighting and Landscape Design Plan. Issue final comprehensive plan and related documents sufficient for competitive bidding and implementation Format suitable for incorporating documents with the County's general conditions policies and procedures for bid purposes and permitting. Task E — Contract Administration 90 Days Pre — Bid Conference with Bidders (1 included) Evaluation of bids received with County staff RFI and shop drawing review Site visit and progress reports (4 included) Site visit for substantial completion and punch list (1 included) Site visit for final certification (1 included) Contractor pay request review Certification of substantial completion Task F— Reimbursables As Needed Note: Time estimates do not include survey, receipt of County historic information, reviews or permits PSA C-1 SCHEDULE D INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance polices required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT PSA D-1 shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Project. (6) The acceptance by OWNER of any Certificate of Insurance does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure PSA D-2 of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement for cause. 1. Minimum Insurance Requirements: Risk Management in no way represents that the insurance required is sufficient or adequate to protect the vendor's interest or liabilities, but are merely minimums, a. Workers' Compensation - The vendor shall maintain in force for the duration of this contract statutory workers' compensation benefits as defined by FS 440 encompassing all operations contemplated by this contract or agreement to apply to all owners, officers, and employees regardless of the number of employees. Individual employees may be exempted per State Law. Employers' liability will have minimum limits of: $100,000 per accident $500,000 disease limit $100,000 disease limit per employee b. Commercial General Liability - The vendor shall maintain in force for the duration of this contract commercial general liability. Coverage shall apply to premises and/or operations, products and/or completed operations, independent contractors, contractual liability exposures with minimum limits of: $1,000,000 bodily injuries per person (BI) $1,000,000 bodily injury per occurrence (BI) $500,000 property damage (PD) or $1,000,000 combined single limit (CSL) of BI and PD c. Business Auto Liability - The vendor shall maintain in force for the duration of this contract business automobile liability. Coverage will be required and coverage shall apply to all owned, hired and non-owned vehicles use with minimum limits of: $500,000 bodily injury per person (BI) $1,000,000 bodily injury per occurrence (BI) $100,000 property damage (PD) or $1,000,000 combined single limit (CSL) of BI and PD *The required limit of liability shown in Standard Contract: 1.a; 1.b; 1.c; may be provided in the form of"Excess Insurance" or "Commercial Umbrella Policies." In which case, a "Following Form Endorsement" will be required on the "Excess Insurance Policy"or "Commercial Umbrella Policy." PSA D-3 d. Errors and Omissions - Coverage shall include professional liability insurance which covers claims arising out of negligent acts, errors or omissions of professional advice or other professional services. $500,000 combined single limit (CSL) of BI and PD 2. Verification of Coverage: a. Ten (10) days prior to the commencement of any work under this contract a certificate of insurance will be provided to the Risk Manager for review and approval. The certificate shall provide for the following: 1. "Collier County, its agents, employees, and public officials"will be named as an "Additional Insured" on the General Liability policy. 2. Collier County will be given thirty (30) days notice prior to cancellation or modification of any stipulated insurance. Such notification will be in writing by registered mail, return receipt requested and addressed to the Collier County Purchasing Department (3301 Tamiami Trail East, Building G, Naples, FL 34112). 3. Special Requirements: a. An appropriate "Indemnification" clause shall be made a provision of the contract. b. It is the responsibility of the general contractor to insure that all subcontractors comply with all insurance requirements. END OF SCHEDULE D PSA D-4 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, JRL Design 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 Design Services For Bayshore Drive Bridge Lighting and Landscaping are accurate, complete and current as of the time of contracting. JRL Design BY: TITLE: G•5-c• DATE: 7 • 07 TPA#1953637.9 PSA E-1 SCHEDULE F KEY PERSONNEL, SUBCONSULTANTS AND SUBCONTRACTORS Project Principal - John P. Ribes, F.A.L.S.A 50% Project Manager— Richard Tindall, A.S.L.A. 100% Professional Engineer - Geoffrey. Courtright, P.E. 35% Engineer— Robert Klink 100% Landscape Architect/Planner— Ty Groff 100% Technician Staff - L. Vanwormer 50% Cadd/Graphics — Carolina Mitlo 30% Clerical — Sandra Guajardo 50% TPA#1953637.9 PSA F-1 JXP DATE ACORDTM CERTIFICATE OF LIABILITY INSURANCE R022 08-22-2007 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION DAWSON OF FLORIDA, LLC/PHS ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 228127 P: ( 866 )467-8730 F: (877) 538-8526 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO BOX 29611 CHARLOTTE NC 28229 INSURERS AFFORDING COVERAGE INSURED INSURER A:Hartford Ins Co of the Southeast J ROLAND LIEBER, PLLC, LANDSCAPE INSURERB: ARCHITECTS & J ROLAND LIEBER, PA INSURERC: 405 5TH AVE. S. STE 5 INSURERD: NAPLES FL 34102 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR, TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/VY) DATE(MMIDD/VY/ GENERAL LIABILITY EACH OCCURRENCE $1,0 0 0, 0 0 0 A COMMERCIAL GENERAL LIABILITY 21 SBA FP3958 09/06/07 09/06/08 FIRE DAMAGE(Any one fire) $3 0 0, 0 0 0 CLAIMS MADE n OCCUR MED EXP(Any one person) $1 0, 0 0 0 • X Business Liab PERSONAL&ADV INJURY $1,000, 000 GENERAL AGGREGATE $2,0 0 0, 0 0 0 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,0 0 0, 0 0 0 POUCY n PRO- n LOC JECT AUTOMOBILE LIABILITY - COMBINED SINGLE UMIT ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE _ $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY EACH OCCURRENCE $1,0 0 0, 0 0 0 A X OCCUR CLAIMS MADE 21 SBA FP3958 09/06/07 09/06/08 AGGREGATE $1.,000, 000 DEDUCTIBLE $ X RETENTION $1 0, 0 0 0 $ WC STATU- OTH- WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ E.L.DISEASE-EA EMPLOYEE $ E.L.DISEASE-POLICY UMIT $ OTHER DESCRIPTION OF OPERATIONS/LOCATIONS VEHICLES/EXCL USIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Those usual to the Insured' s Operations. Collier County Board of County Commissioners are Additional Insured per The Business Liability Form SS0008 . Contract #074128. Bayshore Drive Bridge Lighting and Landscaping. CERTIFICATE HOLDER X_ADDRIONAL INSURED;@VSLIRERLETTER: A CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Collier County EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL Board of County Commissioners 30 DAYS WRITTEN NOTICE(10 DAYS FOR NON-PAYMENTI TO THE CERTIFICATE Purchasing Dept.. HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO g p OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 3301 Tamiami Tr1. E. REPRESENTATIVES. Naples, FL 34112 AUTHORIZED REPRESENTATIVE `�F-'��/'� — - ACORD 25-S(7/97) m ACORD CORPORATION 1988 • • • From:Wendy Humphrey At:Dawson of Florida,LLC FaxID:440-356-2126 To:Diane DeLeon Date:8/22/2007 10:45 AM Page:2 of 3 ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID WP DATE(tdM/DDf(YYY) LIEBE-5 08/22/07 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Dawson of Florida; Naples HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 6609 Willow Park Drive ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Naples FL 34109 Phone: 239-261-6116 Fax:239-261-2803 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: The Hartford 00914 • INSURER B: Bridgefield Employers J. Roland Lieber, P.A. ,PLLC INSURER C: Landscape Architects 405 5th Ave S Suite 5 INSURERD: Naples FL 34102 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INF(AUU L POLICY Er rELaIVE POLICY EXPIRATION LTR NSRD TYPE OF INSURANCE POLICY NUMBER DATE(MMIDDIYY) DATE(MMIDD/W) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 UAMAL,t TU RtN I tU A X COMMERCIAL GENERAL LIABILITY 21SBAFP3958 09/06/06 09/06/07 PREMISES(Ea occurence) $ 300,000 CLAIMS MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $1,0 0 0,0 0 0 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/0P AGG $2,000,000 POLICY PRO- n LOC • AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ X HIRED AUTOS 21SBAFP3958 09/06/06 09/06/07 BODILY INJURY X NON-OWNED AUTOS 21SBAFP3958 09/06/06 09/06/07 (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ • RETENTION $ $ WC SIAIU- OlH- WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS'LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE 83027946 09/06/06 09/06/07 E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,0 0 0,000 If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $1,0 0 0,000 OTHER A Property Section 21SBAFP3958 09/06/06 09/06/07 BPP 133,500 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION COLLI25 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN Collier County Board Of NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL COmmisiOners General Services IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 3301 Tamiami Tr E Naples FL 34112 REPRESENTATIVES. AUTHORIZSj'�REFjRE.S' , ACORD 25(2001/08) �✓/�jJf(N/Ly IC/f(GJLct ©ACORD CORPORATION 1988 From:Wendy Humphrey At:Dawson of Florida,LLC FaxID:440-356-2126 To:Diane DeLeon Date:8/22/2007 10:45 AM Page:3 of 3 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2001/08)