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#20-7749 (ADG Architecture, LLC) PROFESSIONAL SERVICES AGREEMENT Contract# 20-7749 for Design Services for Domestic Animal Services Facility51 THIS AGREEMENT is made and entered into this - day of 6606e -- , 20 21 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and ADG Architecture, LLC authorized to do business in the State of Florida, whose business address is 3820 Colonial Boulevard, Suite 100, Fort Myers, FL 33966 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning Design Services for Domestic Animal Services Facility (hereinafter referred to as the "Project"), said services in accordance with the provisions of Section 287.055, Florida Statutes being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and; WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to COUNTY professional services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. Page 1 of 32 PSA_CCNA Single Project Agreement_Ver.4 CAO 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 the COUNTY. 1.5. CONSULTANT designates Robert "Bob" Taylor a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 2 of32 PSA_CCNA Single Project Agreement_Ver.4 Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequestPcolliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 1.8. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTYS approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.9. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY Page 3 of 32 PSA_CCNA Single Project Agreement_Ver.4 C reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. 1.10. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.11. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK(Real- Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines -CL, edge-of-pavement- EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by the COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If the COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty- eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under Page 4 of 32 PSA_CCNA Single Project Agreement_Ver.4 C this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.1.1 Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.1.2 Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, the COUNTY's schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by the COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT's control and fault. 2.1.3 Providing renderings or models for the COUNTY's use. 2.1.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting the COUNTY in obtaining such process licensing. 2.1.5 Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.1.6 Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by the COUNTY, other than visits to the Project site or the COUNTY's office. 2.1.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.1.8 Preparing to serve or serving as a CONSULTANT or witness for the COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.1.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not Page 5 of 32 PSA_CCNA Single Project Agreernent_Ver.4 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 COUNTY is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY 's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; d. Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from the COUNTY for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's services from any cause whatsoever, including those for which the Page 6 of 32 PSA_CCNA Single Project Agreement_Ver.4 C COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT's compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT 's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. Page 7 of 32 PSA_CCNA Single Project Agreement_Ver.4 5.2. The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. n Grant-Funded: The hourly rates as set forth and identified in Schedule B, which is attached hereto, arc for pur ageRGY-, ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation orAutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY's use of the Project Documents to complete the Project following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of Page 8 of 32 PSA_CCNA Single Project Agreement_Ver.4 C 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. 8.2. To the extent that the Agreement that the work pertains to a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited as provided in Sections 725.08(1) & (2), Florida Statutes. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. CONSULTANT, its subconsultants and the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. Page 9 of 32 PSA_CCNA Single Project Agreement_Ver.4 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. All personnel, identified in Schedule F shall not be removed or replaced without the COUNTY's prior written consent. 10.3. CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the sub consulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4. CONSULTANT acknowledges and agrees that the COUNTY is a third-party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS Page 10 of 32 PSA_CCNA Single Project Agreement_Ver.4 C) 11.1. CONSULTANT's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT's services nor payment by the COUNTY shall be deemed to be a waiver of any of the COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT's failure to properly and timely perform the services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. The COUNTY shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control. 12.5. The COUNTY shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior Page 11 of 32 PSA_CCNA Single Project Agreement_Ver.4 written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due or such other time as required by Florida's Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving THE COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to the COUNTY of CONSULTANT's intent to terminate this Agreement. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the Agreement and recover from the COUNTY payment for Services performed through the termination date, but in no event, shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the Agreement price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services Page 12 of 32 PSA_CCNA Single Project Agreement_Ver.4 required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Facilities Management Division Division Director: Ed Finn, Interim Director Address: 3335 Tamiami Trail East Naples, Florida 34112 Administrative Agent/PM: Camden Smith, Project Manager Telephone: (239) 252-8380 and (239) 252-7602 E-Mail(s): Camden.Smith@colliercountyfl.gov 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: ADG Architecture, LLC Address: 3820 Colonial Boulevard Suite 100 Fort Myers, FL 33966 Attention Name & Title: Robert T. Taylor, President Telephone: (239) 277-0554 E-Mail(s): bobt@alliancedesigngroup.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. Page 13 of 32 PSA_CCNA Single Project Agreement_Ver.4 C ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17.8. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9. The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL Schedule G Other: N/A Solicitation # 20-7749 , including all Attachment(s), Exhibit(s) &Addendum Consultant's Proposal 17.10. Grant Funded Projects (only applicable to Grant funded projects): In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the Page 14 of 32 PSA_CCNA Single Project Agreement_Ver.4 0 terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT's compensation shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." Page 15 of 32 PSA_CCNA Single Project Agreement_Ver.4 C ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the CONSULTANT to comply with the laws referenced herein shall constitute a breach of this agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. Page 16 of 32 PSA_CCNA Single Project Agreement_Ver.4 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of Courts & Comptroller y , tt/Ct� B B \4 ♦ y: L)/) 14-- " PENNYa. TAYLOR Date: t p --1 , Chair Ast auto Chairman's 5iunature only. Ap r ved as o Fyrm and Legality: ,- ,f iviyL -- 'j t* County Attorney tA4 g -Te#i-c- Name Consultant: ADG Architecture, LLC Consultant's Witnesses: By: Witness V14 Zar1Gi t-nijt-1" ` riss-(,"'JL( '12 its' we r Name and Title Name and Title 7--?%•"1 �. W. nss Cad 6 Name and Title d / IZ�",a'h Page 17 of 32 PSA_CCNA Single Project Agreement_Ver• y j SCHEDULE A SCOPE OF SERVICES n following this page (pages 1 through 1 3) Page 18 of 32 PSA_CCNA Single Project Agreement_Ver.4 C SCHEDULE A — SCOPE OF SERVICES RFP# 20-7749 "Design Services for Domestic Animal Services Facility" PROJECT DESCRIPTION AND UNDERSTANDING The project consists of relocating the existing Collier County (CLIENT) Domestic Animal Services (DAS) facility currently located at 7610 Davis Boulevard, Naples, FL to a new proposed facility that will be located at on City Gate Boulevard, N, Naples, Florida. The CONSULTANT and its team will develop the project and facility design as follows: 1. The new animal services facility is conceived to be a single-story structure design of approximately 25,000 square feet. The final size will be determined during the programming and design phases of the project and subject to the project budget. 2. The CLIENT has stated that the project total budget is $6,400,000.00 which includes cost of land, soft development costs and design fees. CONSULTANT will work with the CLIENT to determine the working construction budget and the reduced size of the new facility to meet the budget requirements. 3. A Construction Manager at Risk (CMAR) will be used for project delivery. The CMAR will collaborate with the CONSULTANT to determine project costs and provide assistance in developing value options at the 30%, 60% and 90-100% portions of the project. 4. The CONSULTANT and CMAR will collaborate to make application for all necessary building permits. Architect will electronically submit the permitting documents to the Collier County Building Department. 5. Shade structures are anticipated for outdoor animal exercise areas. It is anticipated that the structures will be pre-engineered and the CONSULTANT will provide performance specifications and foundation design for these structures. 6. A small veterinary care clinic is anticipated at the new facility. Design activities include selection of clinic specialty equipment. 7. The CLIENT desires to construct the new facility as a single phase construction project and then move the DAS facility staff and clients into the new facility. PROJECT DELIVERY The CONSULTANT will perform the following tasks in order to accomplish the project: TASK 1 — Pre-design and data collection This task consists of the following activities to collect base line data, conduct surveys and develop base drawings that will be used for in the subsequent programming and design phases. 1.1 Attend a Project Kickoff Meeting that will cover the following topics. 1.1.1 Project program, goals, vision, and scope 1.1.2 Project design requirements 1.1.3 Design objectives 1.2 The following surveys will be required and are provided on an allowance basis Page 1 of 13 Schedule A- Scope of Services C under Task 10. 1.2.1 Topographical survey 1.2.2 Boundary Survey TASK 2 — Programming and Preliminary Design — 30% Documents 2.1 Task shall establish the programming and adjacency requirements for the project. The CONSULTANT will meet with DAS staff and other stake holders to develop the necessary project requirements. This phase may include bubble diagrams as necessary to convey adjacency requirements. 2.2 A conceptual design of the project illustrating the scale and relationship of the project components will be developed. The Schematic Design documents which shall include a conceptual site and landscape plan, preliminary plans, sections, and elevations for the proposed building facility. Preliminary consideration will be given to structural system selection. Consideration to project phasing during construction will be reviewed. 2.2.1 Develop initial MEP — IT development concept narratives. 23 Security and risk assessment of the proposed design will be conducted using the principal of CPTED (Crime Prevention Through Environmental Design). This includes review of schematic master planning and architectural programming — develop functional requirements, design basis for security issues, develop language for the program and inclusion of CPTED features in the basic design concept, including access control, surveillance, territoriality and boundary definition, security lighting, signage and wayfinding, parking areas and building and site spaces. 24 Provide color perspective rendering of proposed project that illustrates finishes, colors, textures and overall design concepts. 25 Provide preliminary interior design services for color and feature area selections and will be presented mood and color boards. 26 Assist CMAR with a conceptual opinion of probable construction costs. 27 A building code and fire code evaluation will be performed. 28 List of required permits and estimated application fees. TASK 3A — Civil Engineering and Landscape Design- 30% 3.A.1 Develop landscape concept plan. 3.A.2 Provide for tree determination of existing trees. 3.A.3 Kickoff Meeting -The project Civil Engineer/Landscape Architect shall be involved with the CLIENT which shall include the following: 3.A.3.1 Attend one (1) CLIENT coordination "kick off' meeting to discuss design and permitting issues as they relate to the project. 3.A.4 Geometric Plan Set (30%) — Concept Plan — CONSULTANT shall prepare one (1) Geometric Plan (Concept Plan) set based on the final approved Preliminary Concept Plan in Task 2. The plan shall depict existing topographical features including proposed site geometric design based on input from the CLIENT. 3.A.5 Cost Opinion (30%) —The submittal shall include a preliminary Order of Magnitude Opinion of the cost of constructing the project (30(Yocontingency). Page 2 of 13 Schedule A- Scope of Services TASK 3B — Civil Engineering and Landscape Design— 60% 3.B.1 Provide landscape plan drawings with material specifications and schedules, preliminary irrigation plans with material specifications and schedules. 3.B.2 Provide Landscape Cost Opinion. 3.B.3 Grades and Geometrics (60%) —The CONSULTANT shall prepare design plans that depict existing topographical features. 3.B.4 Cost Opinion (60%) — The CONSULTANT shall submit a Cost Opinion for the estimated cost of constructing the project (30% contingency). TASK 3C — Civil Engineering and Landscape Design — 90% 3.C.1 Finalize landscape and irrigation drawings with material specifications and schedules. 3.C.2 Update landscape cost estimate. 3.C.3 Civil Site Design, 90% Drawings-The plans shall be complete construction plans. Reports and calculations required to document design decisions reached during the development of plans and shall be submitted along with the plans. The CONSULTANT shall perform a final field review of the design plans. 3.C.4 Cost Opinion (90%) — The Submittal shall include opinion of the cost of constructing the project (15% contingency) based on the final plans and permitting requirements to construct the project. A draft of the Contract Documents shall be included. The CLIENT shall provide all front-end documents if needed and the CONSULTANT shall supply technical specifications included on the Construction Plans. The CONSULTANT shall only supply additional specifications to the plans themselves, if the specifications themselves cannot be clearly portrayed on the plans. TASK 3D — Civil Engineering and Landscape Design— 100% 3.D.1 Submit Landscape Drawings for permit. 3.D.2 Civil Site Design, 100% Drawings —The plans shall be complete construction plans. Reports and calculations required to document design decisions reached during the development of plans shall be submitted along with the plans. The CONSULTANT shall perform a final field review of the design plans. 3.D.3 Cost Opinion (100%) —The Submittal shall include an opinion of the cost of constructing the project (10% contingency) based on the final plans and permitting requirements to construct the project/A draft of the Contract Documents shall be included. The CLIENT shall provide all frontend documents. TASK 4 — Design Development - 60% Documents 4.1 Refinement of schematic design which includes selection of materials and building systems with preliminary architectural details for all aspects of the project 4.2 Provide Interior Design Services as follows: Page 3 of 13 Schedule A-Scope of Services 4.2.1 Develop and select interior design concepts and finish materials. 4.2.2 Design built in casework, reception desk, and specify FF & E. 4.2.3 Prepare materials presentation board. 4.3 Public Safety Security Plan that incorporates the OPTED Principals and Approaches, and security strengthening practices. Within this Public Safety Plan will address the locations of all walls, fences gates and address OPTED Territoriality and Boundary Definition issues. The Plan will also address mechanical and natural surveillance concerns with detailing the video surveillance systems, security lighting and photometric plans, and review of the landscape architecture plans for planting heights and canopies. The Plan will address the location and design of the dumpster and gate detail that will reduce the opportunity for illegal dumping and activity. The plan will address critical infrastructure issues and their protection. The plans will address parking lot security concerns and vehicle barriers to prevent vehicle-ramming attacks on pedestrians and exterior building envelope. The plan will address exterior bench and seating areas with furnishing details to include intermittent rails and protection of low walls and planters with devices to prevent damage from skateboarding. Besides the Public Safety OPTED Plan a security narrative will accompany the drawing identifying all of the OPTED Principles and Approaches that are being achieved in the design. 4.3.1 The OPTED principles that will be addressed in review of the existing property and the new design include: 4.3.2 Natural Surveillance — placement of glazing, lines of sight 4.3.3 Mechanical Surveillance — video surveillance systems 4.3.4 Organized Surveillance — capable guards and security patrols 4.3.5 Natural Access Control — definition of walkways, sphere of influence. 4.3.6 Mechanical Access Control - fences, gates and entrances 4.3.7 Organized Access Control — Capable guardians, security gatehouses, guard tours 4.3.8 Natural Territorial Reinforcement—circulation patterns for public to private functions 4.3.9 Mechanical Territorial Reinforcement— help owners and users develop a sense of proprietorship, discouraging trespass and unauthorized access, and regain control by legitimate users. 4.3.10 Organized Territorial Reinforcement — Posted signage to deter trespass, stating ground rules, security patrols. 4.3.11 Maintenance and Management — Addressing the "Broken Window Theory," to keep things in working order and properly maintained. Using sound operational practices and policies to promote a safe working environment. 4.3.12 Legitimate Activity Support — Increase the use of a built environment for safe activities with the intent of increasing the risk of detection of criminal and undesirable activities. Encouraging the legitimate users to be able to observe and report suspicious or undesirable activities. 4.3.13 Provide review of security equipment specifications for compliance with OPTED safety. 4.4 Provide structural analysis and design for building structure including foundations, floor, roof framing and load bearing walls in accordance with the Page 4 of 13 Schedule A-Scope of Services 1 2020 Florida Building Code (FBC) Seventh Edition. 4.5 Develop mechanical HVAC concepts for all spaces. 4.6 Develop plumbing and fire protection system concepts for new construction areas. 4.7 Develop building automation for new construction and renovation portions of the project. 4.7.1 Specify and locate security cameras and the corresponding system. This system will be coordinated with Client specifications. 4.7.2 Specify security and access control systems in accordance with Client specifications. 4.7.3 Develop concept layout for any data rack systems, cable trays, potential control panels, and data port locations. 4.8 Electrical engineering and lighting design concepts including site lighting and photometrics. 4.8.1 Develop emergency & standby power concepts for a permanently installed generator. 4.9 Other low voltage systems: Fire alarm. 4.10 Assist the CMAR in providing updated opinion of probable costs. 4.11 Provide 60% progress documents and submit to CLIENT for review and comment. 4.12 Provide geo-technical survey and report for building foundation design. TASK 5 — Construction Drawings and Specifications - 90% Documents 5.1 The Construction Document Phase— Preparation of final working drawings, final specification book, large scale details and specifications including engineering documents as detailed herein. 5.1.1 Develop project manual - -book specifications utilizing CSI format standard. 5.2 Interior Design: Finalize interior design and FF&E drawings and specifications. 5.3 Finalize Public Safety Plan. 5.3.1 Provide review of construction drawings & details for compliance with CPTED safety. 5.3.2 Provide review of security equipment specifications for compliance with CPTED safety. 5.4 Finalize structural engineering documents. 5.5 Mechanical Engineering: Finalize the design of HVAC systems and related control systems with construction details and system schedules. 5.6 Plumbing Engineering: Finalize the design of plumbing systems including system riser detail, potable water, sanitary waste and vent, roof storm drains with construction details and fixture schedules in accordance with Client specifications. 5.6.1 Fire Protection: Finalize the design and specification of the fire sprinkler system, consisting of schematic plans and performance-based specifications in accordance with FAC 61G15. 5.7 Electrical Engineering: Finalize the electrical plans including power, lighting, emergency generators. 5.7.1 Finalize emergency generator and transfer switch design. 61G15 fire Page 5 of 13 Schedule A- Scope of Services alarm plans, construction details, panel schedules and load calculations. Develop building lightning protection system specifications. 5.8 Building Automation: Finalize drawings, specifications and details including equipment schedules. 5.8.1 Finalize location of security cameras and details of the corresponding system. This system will be coordinated with Client specifications. 5.8.2 Finalize the design of security and access control systems in accordance with Client specifications. 5.8.3 Finalize the design for data rack systems, cable trays, potential control panels, and data port locations. 5.8.4 Provide design for audio/video systems and narratives of control system functionality. 5.9 Assist CMAR in developing a cost opinion for project. 5.10 Provide 90% documents to the CLIENT for review and comment. Receive CLIENTS comments and revise documents as necessary. TASK 6 — Construction Drawings and Specifications - 100% Documents 6.1 Revise drawings as per CLIENTS comments. 6.2 Provide 100% complete documents to CLIENT for bidding and permitting activities. 6.3 Submit for building permit. 6.4 Receive plans examiners comments and revise drawings. TASK 7A — Bidding Phase - Building 7.1 Attend onsite Pre-bid meeting. 7.2 Review bidding questions, RFI's, respond and issue bidding addendums and coordinate with CLIENT's purchasing department. Provide Design Entity Letter of Recommended Award (DELORA) letter 7.3 Attend bid opening. 7.4 Attend pre-contract meeting. TASK 7B — Bidding Phase — Civil Engineering 7B.1 Civil Engineering Bidding Support: Review bidding questions, RFI's, respond and issue bidding addendums and coordinate with CLIENT's purchasing department. Task 7C — Permitting Phase — Building 7C.1 Architectural, Structural and MEP Permitting Support TASK 7D — Permitting Phase— Civil Engineering 7D.1 Collier County SDP 7D.2 Traffic Study for Collier County 7D.3 Collier County ROW 7D.4 SFWMD — ERP Page 6 of 13 Schedule A-Scope of Services 7D.5 SFWMD —Water Use 7D.6 FDEP —Water 7D.7 FDEP — Sewer 7D.8 NPDES 7D.9 Landscape Architecture TASK 8A — Construction Administration - Building Work to be performed on as needed basis as directed by the CLIENT. 8A.1 Attend pre-construction meeting. 8A.2 Attend OAC meetings, twice a month 8A.3 Punch out project after certificate of occupancy has been obtained. 8A.4 Conduct final inspection of project upon Contractor's certification that the punch list has been completed. 8A.5 Respond to Contractor's Request for Information (RFI)within 3 business days. Provide proposal requests, issue Architects Supplemental Instruction (ASI), review change orders and applications for payment. Note, this applies to all design disciplines including civil engineering. 8A.6 Submittal review, maximum of 2 per submittal. An allowance noted under Task 10 will cover excessive shop drawing review, miscellaneous construction administration tasks and excessive construction meetings as of no fault of the Architect. TASK 8B — Construction Administration- Civil Engineering Work to be performed on as needed basis as directed by the CLIENT. The CONSULTANT will provide construction contract administration during the construction of the project as follows: 8B.1 The CONSULTANT shall make periodic observations visits to the site at intervals appropriate to the various stages of construction to observe as an experienced and qualified design professional, the progress and quality of the executed work of Contractor(s) and to determine if work is proceeding in general conformance with the contract documents. On the basis of such on-site observations, the CONSULTANT shall keep the CLIENT informed of the progress of the work and shall endeavor to notify the CLIENT of observed defects or deficiencies in the work or delays of the contractor. CONSULTANT may, from time to time, to require special inspection or testing of the work, and shall receive and review certificates of inspections, testing and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents (to determine that their content complies with the Contract Documents). Civil Site Observations: 8131.1 One (1) site visit every month at five (5) hours per visit over a nine (9) month period, including travel time and preparation of observation report. 8B1.2 Attendance of one (1) pre-construction meeting Page 7 of 13 Schedule A- Scope of Services 8B1.3 One (1) water main tap and two (2) pressure tests. 8B1.4 Two (2) sewer line tests. 8B1.5 One (1) site visit at substantial completion and prepare a Punch List of items. 8B1.6 One (1) final inspection. 8B1.7 One (1) site visit to confirm completion of punch list items Landscape Architecture Observations: 8B1.8 Two site visits during construction over a nine-month period 861.9 One (1) site visit at substantial completion and prepare a Punch List of items that require completion. 8B1.10 One (1) final inspection. These observations are required in order to prepare the agency certifications. Written reports shall be submitted to the CLIENT within three (5)working days after each site visit which shall occur weekly during the active construction period by the CONSULTANT. The CONSULTANT shall not be responsible for construction means, methods, techniques, sequences, procedures, or for safety precautions and programs in connection with the work and shall not be responsible for the contractor's failure to carry out the work in accordance with the contract documents. TASK 9A — Project Close Out - Building 9A.1 Closeout document review TASK 9B — Project Close Out— Civil Engineering 9B.1 Site Closeout documents review Task 10 — Allowances 10.1 Construction Administration Contingency 10.2 Updated List of Species Survey 10.3 Updated Bonneted Bat Survey 10.4 Topographical Survey 10.5 Geo-Technical Survey Consultant 10.6 Boundary Survey 10.7 Environmental / Endangered Species Management Plan 10.8 Monument Sign CLIENT REVIEW For the 30%-60%-90% phases of the project, the CONSULTANT will provide deliverables to the CLIENT for review and comment. The CONSULTANT will review the CLIENTS comments and incorporate them into the documents prior to commencing the next task. Page 8 of 13 Schedule A- Scope of Services DELIVERABLES The CONSULTANT will provide the following documents for the Clients use. A reasonable amount of copies for the CLIENTS use (including permit sets) of these documents are included in the base fee. Copies of construction sets, or other uses are not included in the base fee and shall be reimbursed to the Architect. B. Documents can be provided as digital PDF files via email at no additional cost. Task 1 — Data Collection and Project Kickoff 1.1 Kick off meeting 1.2 Topographical Survey 1.3 Tree survey Task 2 — Conceptual Drawings — 30% Documents 2.1 Conceptual design documents as indicated herein 2.2 CPTED review of concept drawings 2.3 Opinion of project probable costs 2.4 One color rendering 2.5 Interior design material preliminary selection 2.6 Review CLIENTS redlines and corresponding changes to the project documents. Task 3A — Civil Engineering and Landscape Design— 30% Documents 3.A.1 Landscape Concept Plan 3.A.2 Tree Determination 3.A.3 Civil Engineer attends project kick off meeting. 3.A.4 Geometric Concept Site Plan 3.A.5 Preliminary Site Cost Opinion 3.A.6 Review CLIENTS redlines and corresponding changes to the project documents. Task 3B — Civil Engineering and Landscape Design - 60% Documents 3.B.1 60% Landscape Plans 3.B.2 Landscape Cost Opinion 3.B.3 Four (4) copies of 60% Civil Engineer Documents 3.B.4 Site Cost Opinion 3.B.5 Review CLIENTS redlines and corresponding changes to the project documents. Task 3C — Civil Engineering and Landscape Design — 90% Documents 3.C.1 90% Landscape Design 3.C.2 Landscape Cost Opinion 3.C.3 90% Civil Engineering Documents 3.C.4 90% Civil Engineering Cost Opinion Page 9 of 13 Schedule A- Scope of Services C 3.C.5 Review CLIENTS redlines and corresponding changes to the project documents. Task 3D — Civil Engineering and Landscape Design — 100% Documents 3.D.1 Submit Drawings for Landscape Permit 3.D.2 100% Civil Engineering Documents 3.D.3 Cost Opinion Task 4 — Design Development— 60% Documents 4.1 60% Documents 4.2 Cost Opinion 4.3 CPTED review 4.4 Materials Presentation Board 4.5 Review CLIENTS redlines and corresponding changes to the project documents. Task 5 - Construction Drawings and Specifications - 90% Documents 5.1 90% Documents 5.2 Project Manual 5.3 CPTED Review 5.4 Cost Opinion 5.5 Review CLIENTS redlines and corresponding changes to the project documents. Task 6 — Construction Drawings and Specifications - 100% Documents 6.1 100% Documents 6.2 Submit for Construction Permit (Electronic) 6.3 Respond to plan review comments. Task 7A — Bidding Phase — Building 7A.1 Addendums 7A.2 Attend pre-bid and bid opening meetings 7A.3 DELORA Letter Task 7B — Bidding Phase — Civil Engineering 7B.1 Addendums 7B.2 Attend pre-bid meeting Task 7C — Permitting Phase — Building 7C.1 Response to Permit Comments 7C.2 Revised Construction Drawings if needed per Building Department request Page 10 of 13 Schedule A- Scope of Services C Task 7D — Permitting Phase - Building 7D.1 Collier County SDP 7D.2 Traffic Study for Collier County 7D.3 Collier County ROW 7D.4 SFWMD — ERP 7D.5 SFWMD —Water Use 7D.6 FDEP — Water 7D.7 FDEP — Sewer 7D.8 NPDES Task 8A — Construction Administration - Building 8A.1 Attend pre-construction meeting 8A.2 RFI written responses 8A.3 Site visit and attend OAC meeting with field report 8A.4 Punch List 8A.4 Final inspection 8A.5 Certificate of substantial completion, final completion. 8.A.6 Prepare proposal requests, Architects Supplemental Instructions (ASI), review change orders and payment applications. Task 8B — Construction Administration - Civil 8B.1 Attend pre-construction meeting 8B.2 Site visits with field report Task 9A / B — Project Close Out Building & Civil Engineering 9A/B.1 Warranty and project closeout document review Task 10 —Allowances To be determined QUALIFICATIONS TO SCOPE OF SERVICES 1. Mechanical engineering includes HVAC design, energy code calculations, and plumbing system design. This includes waste, domestic water systems, and storm drainage systems. 2. Fire sprinklers design excludes specification of a fire pump. (A fire pump may be required depending on the water pressure in the public water system). Hydraulically calculated sprinkler plans shall be provided by your fire sprinkler sub-contractor. 3. Fire alarm device will be presented on plan in accordance with Florida statute. (Fire alarm system shop drawings are not included). 4. Specialty engineering of manufactured products, such as pre-engineered shade structures, metal building components, trusses, steel joists, curtain walls or light gauge metal framing is excluded. 5. All permitting, testing and application fees are by others. Page 11 of 13 Schedule A-Scope of Services 6. Shop drawing review: Unless specified herein shop drawings review is limited to one initial review and (1) second review. Additional reviews will be provided as per our hourly rates. Electronic submittals that we require to be printed will be billed at our standard copy rates listed herein. 7. Client's Third-Party Consultant — The CONSULTANT design scope includes coordination of consultants that provided services to The CONSULTANT in order to accomplish the project's scope as described herein. If the Client retains other project consultants, other than site design and civil engineering, the CONSULTANT may be entitled to additional fee for coordination of their work into the Architect's documents. ADDITIONAL SERVICES NOT INCLUDED IN THE BASE PROJECT SCOPE As requested, the following services are excluded from the project base scope but remain available to you as an additional service: a. Representation for variance or appeals to fire or building board of appeals is not included. Special meetings with building authorities for Client requested code interpretations are not included and shall be invoiced on an hourly basis. b. Asbestos surveys, reports, or methods of remediation are excluded. c Fire sprinkler engineering, preparation of fire sprinkler plans, and hydraulic calculations shall be provided by others. (Normally provided by a licensed fire protection contractor). Review and coordination by Architect is included in the scope of services. d. Scale models e. Threshold inspection services are not included and not required for this type of project. f. Natural gas piping, LP gas piping, or fuel gas piping is excluded, as this is normally furnished by the fuel gas supplier. g. Commercial Kitchen planning and design. h. FEMA Flood plans Parking or storage shelters j. Off-Site Roadway and/or Turn Lane Traffic Analysis/Modeling - Not required per Collier County k Overhead Roadway Signage requiring special structures. (i.e. Span Wire, Mast Arm) Subdivision Re-platting. m. Any Title Work. (Opinions, 0 & E Reports, etc.) n. Right of Way Map Development. o. Sketches and Descriptions of easements or recording of deeds p. Phase I Audits or Hazardous Material Surveys. q. Archaeologist Consulting or Historic Resource Investigation or Permitting. r. Extensive engineering and construction improvements due to poor soils as it is assumed existing soils within project limits are acceptable. s. Vegetation Removal Permits. (by CONTRACTOR) t Public Coordination/Notification including Public Information Meetings or Notices. u. Sign Variances. v. Right of Way Permits (by CONTRACTOR) w. Other permits and related application fees not stated in this scope including permit renewals, updates and/or modifications of permits obtained within this scope. x Plans or Design Revisions or updates due to changes in Standards or Codes. Page 12 of 13 Schedule A- Scope of Services y. Independent Peer Review of CONSULTANT's work product. z Zoning Applications including Special Exceptions. (None Known at this Time) aa. On-site Wayfinding Signage other than Vehicular Traffic Signage. bb. Off-site Building Expansion Sewer, Water and Fire line extensions Page 13 of 13 Schedule A- Scope of Services 0 SCHEDULE B BASIS OF COMPENSATION 1. MONTHLY STATUS REPORTS B.1.1. As a condition precedent to payment, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY's reasonable satisfaction. Lump sum payments will be made upon the percentage complete. In no event shall such Time and Materials compensation exceed the amounts set forth in the table below. Tasks/Item Description Lump Sum Time and Materials Not-To- Exceed $ $ SEE TASK COST BREAKDOWN $ $ ON NEXT PAGE $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Lump Sum Fee $ 369,359.00 ' M Total Time and Materials Fee $209,149.00 GRAND TOTAL FEE $578,508.00 Page 19 of 32 PSA_CCNA Single Project Agreement_Ver.4 C Tasks/Item Description Lump Sum Time and Materials Not-To- Exceed 1 Pre-Design and Data Collection $ 16,115.00 $ 2 Programming and Preliminary Design—30% Documents $ 67,845.00 $ 3A Civil Engineering and Landscape Design — $ 12,698.00 $ 30% Documents 3B Civil Engineering and Landscape Design — $ 22,135.00 $ 60% Documents 3C Civil Engineering and Landscape Design — $ 16,024.00 $ 90% Documents 3D Civil Engineering and Landscape Design — $ 11,008.00 $ 100% Documents 4 Design Development—60% Documents $ 85,530.00 $ 5 Construction Drawings and Specifications—90% $ 69,465.00 $ Documents 6 Construction Drawings and Specifications— 100% $ 14,990.00 $ Documents 7A Bidding Phase— Building $ $ 9,765.00 7B Bidding Phase—Civil Engineering $ $ 1,651.00 7C Permit Phase- Building $ 6,530.00 $ 7D Permit Phase- Civil Engineering $47,019.00 $ 8A Construction Administration — Building $ $ 73,325.00 8B Construction Administration —Civil Engineering $ $ 17,146.00 9A Project Closeout— Building $ $ 6,130.00 9B Project Closeout—Civil Engineering $ $ 9,753.00 10.1 Construction Administration Contingency $ $ 27,244.00 10.2 Updated List of Species Survey $ $ 7,000.00 10.3 Updated Bonneted Bat Survey $ $ 8,400.00 10.4 Topographical Survey $ $ 17,100.00 10.5 Geo Technical Survey Consultant $ $ 4,635.00 10.6 Boundary Survey $ $ 9,000.00 10.7 Environmental/Endangered Species Management Plan $ $ 1,000.00 10.8 Monument Sign $ $ 7,000.00 Reimbursable Expenses Allowance $ $ 10,000.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Lump Sum Fee $ 369,359.00 Total Time and Materials Fee $209,149.00 GRAND TOTAL FEE $ 578,508.00 e B.2.2. **Time and Material Fees: The fees noted in Section B.2.1. shall constitute the amounts to be paid to CONSULTANT for the performance of the Basic Services. Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Project, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.2.1. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.3. .* Lump Sum Fees: The fees noted in Section 2.1. shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Basic Services. There shall be no overtime pay without the COUNTY's prior written approval. B.2.3.1 CONSULTANT shall submit, with each of the monthly status reports provided for under Section B.1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. B.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.5. The compensation provided for under Section B.2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.6. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS B.3.1. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. Page 20 of 32 PSA_CCNA Single Project Agreement_Ver.4 B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for this Agreement or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with §112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with §112.061, Fla. Stat. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project. B.3.4.1.4. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. B.3.4.1.5. Expense of models for the County's use. B.3.4.1.6. Other items on request and approved in writing by the COUNTY. B.3.4.1.7. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. Page 21 of 32 PSA_CCNA Single Project Agreement_Ver.4 S B.3.4.1.8. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. B.3.5. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 22 of 32 PSA_CCNA Single Project Agreement_Ver.4 C SCHEDULE B -ATTACHMENT 1 CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate ADG Architecture,Ilc-Principal $180.00 Project Manager $100.00 Senior Architect $125.00 Arch. Designer $100.00 Interior Designer $115.00 Sr.CADD Tech $75.00 Vet $100.00 Clerical $50.00 TLC Engineering Solutions, Inc.-Director $230.00 Senior Engineer $190.00 Project Engineer $155.00 Engineer,Specialist $125.00 Designer,Admin $100.00 Tech $75.00 Acoustic Consultant $185.00 CONSOR Engineers-Project Manager, Principal $180.00 Senior Engineer PE $180.00 Engineer PE $150.00 Senior CADD Tech $100.00 Admin.Asst.Clerical $60.00 Hole Montes-Senior Project Manager $201.00 Project Manager $165.00 Senior Designer $128.00 Designer $109.00 Senior Tech. $102.00 Senior Inspector $117.00 David M.Jones,Jr.&Associates-Principal LA $140.00 Project Manager $140.00 Senior LA $140.00 Landscape Architect $100.00 Designer $80.00 CADD Tech $65.00 Project Support $50.00 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added via an Amendment upon mutual agreement in advance and in writing by the parties. For Grant Funded Projects, the above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 23 of 32 PSA_CCNA Single Project Agreement_Ver.4 SCHEDULE C PROJECT MILESTONE SCHEDULE Number of Calendar Days Task/Item For Completion of Task Description from Date of Notice to Proceed 1 Pre-Design and Data Collection 30 2 Programming and Preliminary Design— 150 30% Documents 3A Civil Engineering and Landscape Design— 150 30% Documents 3B Civil Engineering and Landscape Design— 224 60% Documents 3C Civil Engineering and Landscape Design— 270 90% Documents 3D Civil Engineering and Landscape Design— 285 100% Documents 4 Design Development— 224 60% Documents 5 Construction Drawings and Specifications— 270 90% Documents 6 Construction Drawings and Specifications— 285 100% Documents 7A Bidding Phase - Building 315 7B Bidding Phase - Civil Engineering 315 7C Permit Phase- Building 315 7D Permit Phase- Civil Engineering 345 8A Construction Administration —Building 990 8B Construction Administration—Civil Engineering 990 9A Project Closeout— Building 1,080 9B Project Closeout—Civil Engineering 1,080 10.1 Construction Administration Contingency TBD 10.2 Updated List of Species Survey TBD 10.3 Updated Bonneted Bat Survey TBD 10.4 Topographical Survey TBD 10.5 Geo Technical Survey TBD 10.6 Boundary Survey TBD 10.7 Environmental/Endangered Species Management Plan TBD 10.8 Monument Sign TBD Page 24 of 32 PSA_CCNA Single Project Agreement_Ver.4 C SCHEDULE D INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. Page 25 of 32 PSA_CCNA Single Project Agreement_Ver.4 C 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? ■ Yes ❑ No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑ Yes ❑■ No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? I-I Yes U No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? • Yes ❑ No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Page 26 of 32 PSA_CCNA Single Project Agreement_Ver.4 C Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? I I Yes n No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? I I Yes ■ No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? ■ Yes No Business Auto Liability: Coverage shall have minimum limits of $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. Page 27 of 32 PSA_CCNA Single Project Agreement_Ver.4 C 18. TECHNOLOGY ERRORS AND OMISSIONS INSURANCE. Required by this Agreement? I I Yes No Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? n Yes I■I No Cyber Insurance: Coverage shall have minimum limits of$ Per Occurrence. 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? • Yes n No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event Page 28 of 32 PSA_CCNA Single Project Agreement_Ver.4 C of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with the COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self-insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D Page 29 of 32 PSA_CCNA Single Project Agreement_Ver.4 C SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, ADG Architecture, LLC (company's name) hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning " Design Services for Domestic Animal Services Facility" "project" is accurate, complete and current as of the time of contracting. BY: TITLE: S l��tiJ� DATE: V � t Z�'z t Page 30 of 32 PSA_CCNA Single Project Agreement_Ver.4 CAO SCHEDULE F KEY PERSONNEL Name Personnel Category Percentage of Time Robert Taylor, AIA-NCARB Principal 7 Clarisa Parodi Project Manager 13 Jennifer Gloer, AIA-NCARB Senior Architect 39 Ashley Leger Interior Designer 13 Claude Pullen, AIA-NCARB Senior Architect 26 Joni Reagan Clerical 1 Anna Taylor Clerical 1 Matthew Isaacs Sr. CADD Tech 1 Nicole Ferguson-Morrison Vet 1 James Lange, PE Project Manager, Principal 10 Rafael Jimenez, PE Senior Engineer, PE 20 David Viele, PE Engineer, PE 50 Blaine Lind Senior CADD Tech 70 Stephanie St Onge Administrative Assistant, Clerical 5 Joe Baca, PE Senior Engineer, PE 5 Richard S. Bacon, FAIA Principal 30 Glenn McKay Project Manager 50 Mindy Bacon Clerical 10 Gregory J Diserio, RLA Principle Landscape Architect 10 Jarod Prentice Landscape Architect 20 Michelle Cox Administrative/Clerical 5 Lawrin Ellis Director 5 Brett Sands Senior Engineer 20 Michael Heilman Project Engineer 10 Kody Crawford Engineer, Specialist 20 Jeff Stash Engineer, Specialist 15 Oliver Silva Engineer, Specialist 15 Aldin Grbic Engineer, Specialist 15 Lisa Latowski Designer,Admin 10 Diana Johnson Designer, Admin 10 Skylar Rupert Tech 10 Olivia Hall Tech 10 Mike Nicolai Acoustic Consultant 5 W. Terry Cole, PE Senior Project Manager 6 Kevin Dowty, PE Project Manager 46 Amber Jerguson Senior Designer 20 Wayne Bauer Designer 8 Tobi Charbonneau Senior Technician 13 Mike Roddis Senior Technician 7 Page 31 of 32 PSA_CCNA Single Project Agreement_Ver.4 C SCHEDULE G Other: (Description) Il following this page (pages through ) ❑■ this schedule is not applicable Page 32 of 32 PSA_CCNA Single Project Agreement_Ver.4 C � l ®AcORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 8/31/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hayri Darzanoff DKB Group, LLC PHONE FAX 7 Oak PI Ste 8 INC.No.Extl: 973-337-5718 (A/C,No):973-337-5988 Montclair NJ 07042 ADDRESS: hdarzanoff@dkbinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hudson Insurance Company 25054 INSURED ADGARCH-01 INSURER B:The Travelers Indemnity Company of America 25666 3820AD Architecture,ioalBlvd.LLC INSURER C:Travelers Property Casualty Company of America 25674 Colonial STE100 Fort Myers FL 33966 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2100563422 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) B X COMMERCIAL GENERAL LIABILITY Y 680-8R394217-21-47 3/1/2021 3/1/2022 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY X JECT LOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: $ B AUTOMOBILE LIABILITY 680-8R394217-21-47 3/1/2021 3/1/2022 COMBINED SINGLE LIMIT $2,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION UB-6R866217-20-47-G 12/14/2020 12/14/2021 X STATUTE OTH- ER AND EMPLOYERS'LIABILITY Y I N ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Professional Liability PRB 06 19 111912 5/23/2021 5/23/2022 Per Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional Liability is written on a claims made and reported basis. Contract number:20-7749 Project name:"Design Services for Domestic Animal Services Facility" Collier County Board of County Commissioners,OR, Board of County Commisioners in Collier County,OR Collier County Government,OR,Collier County are added as additional insured only if required by written contract towards the General Liability Policy with hired and non owned auto coverage as per form number:CG D3 81 09 15 The General Liability applies in favor of the additional insured on a primary and non-contributory basis for ongoing and completed operations solely for work performed by the named insured if required by written contract to the extent of form numbers CG D3 81 09 15 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of Commissioners 3295 Tamiami Trail E. 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