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#21-7902 (AIM Engineering & Surveying, Inc.)
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 66 Zl 2. County Attorney Office County Attorney Office "P l /if N 4. BCC Office Board of County 7) Commissioners J ej/7?). • 4. Minutes and Records Clerk of Court's Office 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/Purchasing Contact Information 239-252-6020 Contact/Department Agenda Date Item was November 09,2021 Agenda Item Number 16.A.15. Approved by the BCC Type of Document AGREEMENT Number of Original 1 Attached Documents Attached PO number or account N/A 21-7902 AIM Engineering number if document is AIM Engineering & Surveying,Inc. to be recorded & Surveying, Inc. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on November 09,2021 and all changes :y ' is rib made during the meeting have been incorporated in the attached document. The option for County Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the RECEis not BCC,all changes directed by the BCC have been made,and the document is ready for the �do Chairman's signature. NOV 0 9 19ne Risk Management PROFESSIONAL SERVICES AGREEMENT Contract # 21-7902 for Goodlette-Frank Stormwater& Ditch Improvements (Section B) THIS AGREEMENT is made and entered into this day of 061j4er , 20,= by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and AIM Engineering & Surveying, Inc. authorized to do business in the State of Florida, whose business address is 2161 Fowler Street, Suite 100, Fort Myers, Florida 33901 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning Goodlette-Frank Stormwater & Ditch Improvements (Section B) (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 CONSULTANTS 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 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 Steve Neff, PE a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 2 of 32 PSA_CCNA Single Project Agreement_Ver.4 C Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequestAcolliercountyfl.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 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 CAC 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 Agreement_Ver.4 S 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 o132 PSA_CCNA Single Project Agreement_Ver.4 CNO 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 Gra -Fund° : any- ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2. Notwithstanding anything in this Agreement to the contrary and without requiring the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY's use of the Project Documents to complete the Project following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of Page 8 of 32 PSA_CCNA Single Project Agreement_Ver.4 CAO 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 CA® 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 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 ol.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: Capital Project Planning, Impact Fees, and Program Management Division Director: Matthew McLean Address: 2685 Horseshoe Drive S Naples, Florida 34104 Administrative Agent/PM: Mark Zordan Telephone: (239) 252-5606 E-Mail(s): Mark.Zordan@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: AIM Engineering & Surveying, Inc. Address: 2161 Fowler Street, Suite 100 Fort Myers, Florida 33901 Attention Name & Title: Shawn Swets, VP Telephone: (239) 252-332-4569 E-Mail(s): sswets@aimengr.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 o132 PSA_CCNA Single Project Agreement_Ver.4 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 # 21-7902 , 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 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 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 CA® 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 OUNTY, FLORIDA Crystal K. Kinzel, Clerk of Courts & Comptroller Le/4". By 11 IU By: Q.flAti/ Date:N044tVI 11 PENNY TAYLOR Chair Attest as to Chairman's signature only. pr v s. r and L gality: unty Attorney Name Consultant: Consultant's Witnesses: AIM Engineering & Surveying, Inc. (cs ". By: Witness Michael Marion, Vice President EATON PP-4 ae-c--/— Name and Title ACc:toi Name and Title trrgs Mar 11 SU,e n M r✓li ri Name and Title I';iyc 17„432 I'SA ('l NA Sinilr I'iirj cl Ahrcrmurt Ver4 SCHEDULE A SCOPE OF SERVICES (■� following this page (pages 1 through 13 ) Page 18 of 32 PSA CCNA Single Project Agreement_Ver.4 C RPS#21-7902 "Goodlette-Frank Stormwater& Ditch Improvements (Section B)" Schedule A Scope of Services GOODLETTE-FRANK DITCH IMPROVEMENTS (SECTION B) DESIGN AND PERMITTING SERVICESPART 1.0 PROJECT OVERVIEW Project Limits Collier County requested proposals for design and permitting on approximately one mile of the existing ditch located on the west side of Goodlette Road from approximately 1400' south of the intersection with Orange Blossom Drive to Vanderbilt Beach Road. The south side of Vanderbilt Beach Road is the northern limit as the crossing under this road is being designed as part of a separate project. The CONSULTANT shall provide engineering services during the construction phase. The northern limit of this ditch improvement project is located at its intersection with Vanderbilt Beach Road. From this point north and downstream, the ditch flows into and through the Pelican Marsh Development, continuing north through the Arthrex campus under Immokalee Road and into the tidal waters of the Cocohatchee River. Within the project area the waterway is considered a ditch. Downstream, to the north, the waterway is better characterized as a canal. Background The Goodlette Road Stormwater Management Conveyance Ditch (Section B) is the primary collector and conveyance facility for stormwater runoff generated in areas west of Goodlette Road in the Pine Ridge Estates neighborhood. The project shall be designed to provide an adequate flood protection level of service, accepting and conveying stormwater runoff from all identified watershed areas as identified in the Pine Ridge Subdivision Stormwater Feasibility Study (RWA Engineering November 2017). The existing and proposed condition with conceptual future improvements within Pine Ridge will be evaluated and considered as part of this existing ditch improvement design project. The Pine Ridge ditch, canal, and associated watershed was analyzed in 2014 as part of the canal's downstream-most weir replacement design process. This study, Collier County Hydrologic & Hydraulic (H & H) Assessment Pine Ridge Watershed (Atkins, March 2014), will be used a reference during the project's design. The County has recently completed a pilot ditch improvement project on the western ditch slope of a ditch section locatedsouth of Pine Ridge Road between the intersection of Pompei Lane and Granada Boulevard. Pending favorable results, this work may be considered as a prototype possibly suitable for this project. The County also solicited a grant funded project involving similar ditch improvements along the west side of Goodlette Road from Pine Ridge Road south to Golden Gate Parkway. Design Approach and Objectives The proposed improvements to this ditch are being implemented to achieve three (3) goals: • Provide an increased flood protection level of service for open channel flow within this ditch Page 1 of 13 Schedule A— Scope of Services RPS#21-7902 "Goodlette-Frank Stormwater & Ditch Improvements (Section B)" section, as well as for the watershed area the ditch serves. • Improved ditch features providing ease of maintenance and cost-effective maintenance. • Improved aesthetic value of the channel, channel slopes, overbank area, and the border between the channel and the adjacent properties to the west. Ditch design cross sections will be required based on the design flow. All existing side slopes are expected to need reconstruction. Ditch slopes may include surface erosion protection, secondary reinforcement, and compaction to prevent surficial sloughing. Various structural slope treatments will be considered. The design will consider available limited space within the existing drainage easement and road right of way. The finished slopes may be steep. The western slope is highly visible from the roadway. The aesthetic value of the slope as well as the maintainability of the slope and potential slope treatment on this side of the ditch will be emphasized. The eastern ditch slope is not visible from Goodlette Road. Aesthetic value of this slope may be deemphasized. Vertical concrete retaining walls will not be considered for either side of the ditch. The existing ditch cross section varies. The existing ditch section is understoodto not be based on any engineering design and the ditch bottom is not uniform. Ditch improvements will include a new ditch bottom flow line profile. In addition to aesthetic value, ease of maintenance and/or minimal to no maintenance needs will be major considerations in selecting ditch bank slope designs. Due to the limited width of the overbank area on the west side of the ditch, anticipated maintenance operations, maintenance equipment needs, size and points of access, are understood to play a major factor in this design. The ditch's overbank area to the west right of way or easement line is currently very difficult to maintain and is a source of debris adding to the ditch's maintenance burden. This project design will include a final engineered cross section, with the goal of mitigating perpetual maintenance with high aesthetic value (west side). A buffer or border feature addressing edge delineation and treatment will be considered as part of this project. The design of this feature will consider long term perpetual access and maintenance needs. Areas will be identified where root barriers are needed due to the presence of adjacent vegetation and concerns of potential slope impacts from roots. The existing ditch is not being considered for enclosure due to the beneficial water resource management and environmental qualities currently provided by the open channel (examples include volume attenuation, water quality improvement/detention, infiltration, transpiration, and evaporation). The CONSULTANT shall design, permitting, bidding and contract administration services necessary to complete the projects as described as follows: PART 2.0 SCOPE OF SERVICES TASK 1.0—DISCOVERY & RECORDS RESEARCH 1.1. Collection and Analysis of Utility As-Built Data Collect As-Builts (paper/digital) for existing water, sewer, stormwater, cable, phone, gas, andany other utilities within the active project area from Collier County and utility providers. 1.2. Initial Coordination with Utility Providers CONSULTANT shall initiate coordination with utility providers in the Goodlette-Frank Ditch drainage/right-of-way corridor to alert them about the upcoming ditch reconstruction project. Sunshine 811 design tickets shall be initiated to identify all providers within the active area. Page 2 of 13 Schedule A— Scope of Services411) RPS#21-7902 "Goodlette-Frank Stormwater & Ditch Improvements (Section B)" 1.3. Collection and Analysis of Data CONSULTANT shall acquire technical data required for the successful completion of the project including: • Geographic Information System (GIS) data: o Pertinent data from County, City, State, Water Management District, and US Agencies. • Technical Reports and Models: o Pine Ridge Subdivision Stormwater Feasibility Study (RWA EngineeringNovember 2017) and corresponding Interconnected Channel and Pond Routing Model (ICPR) model. o Collier County H & H Assessment Pine Ridge Watershed (Atkins, March 2014)and corresponding Storm Water Management Model (SWMM) model. • Combined Annotation Dependent Data (CADD) data where available: Of technical reports, mapping databases, utilities. • Pertinent South Florida Water Management District (SFWMD) permit documents for Goodlette-Frank and other immediately adjacent projects providing flow or impact to the project ditch. Task 1 Deliverables: • Summary memo of data collected TASK 2.0 — FIELD DATA COLLECTION 2.1. Collection of Field Topographic Survey Data • Establish horizontal control throughout project area using by Real-Time Kinematic (RTK) GPS procedures. Horizontal datum will be the Florida State Plane Coordinate System, East Zone, NorthAmerican Datum of 1983 (NAD 83). Control will be inter-visible and placed at a maximum distance of 1000 feet between control points. Every effort will be made to install said control in areas outside of proposed work zone to ensure perpetuation of control marks throughout the duration of project. • Calculate a survey base line for stationing along the ditch centerline. Establishing monuments and referencing of said baseline is not included in this scope. • Establish vertical control throughout project area. Vertical control to be elevated by three- wire leveling procedures with ties to at least two National Geodetic Survey (NGS) permanent benchmarks or project control established from previous project to the south. Elevations will be relative to the North American Vertical Datum of 1988 (NAVD 88). • Research public records for plat, deeds, encumbrances, plans, and any right of way information to map adjacent ownership parcels and right of way line work for the westline of Goodlette-Frank Rd. the south line of Vanderbilt Beach Rd. • Recovery of property corners and right of way evidence sufficient to relate property linework and rights of way adjacent to survey data. • Collect topographic data sufficient to define the topography within the ditch right of way / easement limits in the project area. Cross-section data to be collected at a maximum of every 100-feet on tangents and every 50-feet on curvilinear areas. Topographic data will extend to the westerly limits of the ditch; and extend to the edge of pavement of Goodlette- Frank Rd on the east side of the ditch. Topographic detail between cross- sections will be supplemented as needed to define swales, ditches, road crossings, culverts, and other significant changes in elevation. • Locate all above ground improvements and visible evidence of underground improvements within or affecting the project limits. Improvement location will include butnot be limited to: overhead utility wire, valves, meters, cleanouts, fire hydrants, back flow preventers, risers, Page 3 of 13 Schedule A— Scope of Services RPS#21-7902 "Goodlette-Frank Stormwater & Ditch Improvements (Section B)" transformers, sanitary/sewer manholes(including inverts, pipe sizes and pipe types), utility poles, guy wires, mail boxes, driveways, sprinklers, landscaped areas, shrubs, trees having a diameter of 4" or greater as measured 4.5-feetabove ground, sidewalks, pavement, concrete pads, curbing, signs, street lighting, culverts, mitered end sections, catch basins, yard drains, control structures, headwalls,guardrails, fences, and lift stations. • Create digital terrain model (DTM) of topographic data. • Perform Subsurface Utility Exploration (SUE)Quality Level-B(designating)on an estimated 4 buried utilities for the length of the project, including designates on lateral utilities at the intersection crossings,totaling an estimated 22,120' of underground utilities. • Perform SUE Quality Level-A (locating) to verify size, depth, elevation, material at an estimated 40 potential locations to verify Level-B data and also to verify utilities and potential conflict points determined by the engineer. • Produce an AutoCAD Civil3D 2018 drawing file of survey located improvements, verified topographic details, right of way/ parcel line work, found monumentation, adjacent owners names / latest deed of record, and survey baselines. SUE Information will be depicted in CADD file and will also include utility photos, and summary of verified utilities report. • Produce Signed and sealed survey report to accompany digital deliverables. 2.2. Collection of Geotechnical Data To support the evaluation of the potential design options, the following geotechnical services willbe performed: • Review United States Geological Survey (USGS) Quadrangle and United States Department of Agriculture (USDA) Soil Survey maps and develop sheets with theobtained information. • Perform one (1) Standard Penetration Test(SPT) boring on an average spacing of 500 feet along the ditch alignment to a depth of 15 feet below grade for a total of eleven (13)borings. The SPT borings shall be sampled on 2 to 2'/z foot increments. • Perform on the order of ten (12) hand auger borings to estimate the natural/historic Seasonal High Groundwater Table (SHGWT) every 500 feet along the ditch alignment. The SHGWT borings will be performed in accessible areas approximately 50 to 100 feetadjacent to the top of bank. The historic SHGWT elevations will be utilized to represent groundwater levels for the ditch cross-sections and design evaluations. • Along the potential 6400' of wall alignment, perform SPT borings on intervals of approximately 400 feet to a depth of twice the wall height (maximum 30'). Approximately fifteen (15) SPT borings are anticipated. The results of the borings will be utilized to support the foundation design. • Perform laboratory testing on representative soil samples. The laboratory testing may include sieve analyses, Atterberg limits, natural moisture contents, organic contents, and environmental corrosion parameters. • Perform slope stability analyses (utilizing ReSSA, 3.0, StablPro and/or other approved software)at critical cross sections to evaluate existing slope stability and assist in evaluating future design improvement options. The potential design options will meet or exceed jurisdictional Factor of Safety requirements. • Develop a geotechnical report providing the results of the field investigations, thelaboratory results generated, and recommendations (options matrix)for future improvements. Task 2 Deliverables: • Survey items: o Signed and sealed survey report to accompany digital deliverables. • Geotechnical items: o Geotechnical Engineering Report with Soil Boring Logs and Test Results Page 4 of 13 Schedule A— Scope of Services RPS#21-7902 "Goodlette-Frank Stormwater & Ditch Improvements (Section B)" o Slope Stability Testing Results and Geotechnical Recommendations TASK 3.0 - BASIS OF DESIGN REPORT (30 PERCENT) 3.1. Existing Site Features and Utilities Base map Development CONSULTANT shall apply the topographic, GIS, and AutoCAD data to create a project AutoCAD Civil 3D base map. The base map shall be applied for cross section development tobe used in modeling and for ditch geometric design. 3.2. Modeling to Support Basis of Design 3.2.1. Initial Model Evaluations The parameterization of the two existing models, ICPR (RWA Engineering, 2017) and SWMM (Atkins, 2014) will be compared to current conditions for land use characterization and representation of the conveyance system. Field reconnaissance,new survey and aerial photographs will be utilized to determine where changes in landuse, particularly impervious surface changes and the current geometry/condition of conveyances, have occurred since the base models were developed. 3.2.2. Current Conditions Model Construction Hydrologic parameters including curve number(CN) and times of concentration (Tc)will be changed as required to reflect the current condition of the contributing basins. The results of the field survey will be compared to the geometric representation of the conveyance system in the models. Modifications to the hydraulic parameterization, including materials, geometric representation, Manning's "n" values and conditions related to apparent level of maintenance will be incorporated into the models. Incorporation of parameter changes to hydrologic and hydraulic components will result in "existing" conditions models. Depending on the level of changes, the SWMM model may need to be recalibrated if there is suitable hydrologic data available. This data would likely be obtained from the SFWMD's DBHYDRO Environmental Data base. Simulations using the 25-year, 3-day storm event will then be performed in preparation for the assessment of design alternatives. 3.2.3. Model Configurations to Support Design The above constructed models will be used to support the design of alternatives to improve the flood protection level-of-service. This is anticipated to be an iterative process in which developed alternatives are implemented in the existing conditions basemodels to evaluate their effectiveness in reducing flooding. Adjustments will be made todesign alternatives to optimize flood protection capabilities within the existing physical constraints. The effectiveness of the developed flood-improvement alternatives will be evaluated and presented using both tabular and graphical tools. This would include comparisons of hydraulic grade lines and flood inundation mapping. The initial design concept and two (2) additional configurations containing design refinements will be evaluated. 3.2.4. Modeling Report A report will be prepared that summarizes the modeling work perform in support of the Goodlette-Frank Road Design Improvements. A draft report will be produced for reviewby the County. A final report will be prepared that incorporates any comments received. 3.3. Encroachment Identification and Analysis Visual ROW encroachments documented during topographic survey activities will be identified. Page 5 of 13 Schedule A— Scope of Services �.AO RPS#21-7902 "Goodlette-Frank Stormwater& Ditch Improvements (Section B)" Encroachments shall be incorporated in Civil 3D project base map. 3.4. Development of Proposed Ditch Profile, Sections CONSULTANT shall develop a Digital Elevation Model (DEM) of the Ditch alignment. An existing condition Ditch profile shall be generated. A proposed condition shall also be generatedfor each Ditch segment of analysis. Existing constraints (encroachments, utilities) shall be identified for achieving the target cross sectional areas(H&H modeling) and required maintenance, access, and buffer area. 3.5. Development and Analysis of Culvert Crossing Replacement Plans CONSULTANT shall review and assess the topographic and SUE data acquired for the two (2) proposed culvert crossings of the ditch. Possible design and construction constraints for implementation of replacements including traffic light poles, electrical boxes, and utilities shall be identified and noted on the 30% plans. 3.6. Maintenance of Traffic Evaluation The Pilot Project experience and lessons learned,the physical site constraints, and the type of Ditch armoring selected for implementation shall be considered in the Maintenance of Traffic (MOT) requirements. 3.7. Utility Review for Potential Relocations/Adjustments Per the results of the SUE assessment and the proposed ditch alignment, any required relocation/adjustments of utilities will be identified and reviewed with the County. 3.8. Engineers Opinion of Probable Cost CONSULTANT will develop preliminary costs of alternate slope stabilizations and wall/fence/border improvements (up to 4) and look at ability to maintain and long-term cost. CONSULTANT shall prepare a preliminary (30%) Engineers Opinion of Probable Cost (EOPC) for the project as part of the final Basis of Design Report. 3.9. Basis of Design Report Development The Basis of Design Report (BODR) development shall consist of the following activities: • Site Investigations (Topographic survey, Geotechnical survey, culvert crossingassessment and removal/replacement plan. • Design Criteria Development. • Hydraulic Analysis. • Project Layout and Evaluation of Ditch cross sectional area and armoring options. • Project Features including buffer treatments such as walls or fences and borderlandscaping. • Opinion of Probable Construction Cost(including a life cycle cost analysis of operationsand maintenance costs based on conceptual designs. • Identification of Regulatory/Permit Requirements of SFWMD, FDEP/USACE, CollierCounty. • Electronic copies of Model Input and Output files. The BODR shall be used in conjunction with the results from the H&H modeling and Ditch Conveyance Capacity analysis to determine the type of ditch bank restoration, the optimum location(s)and depth(s)for ditch realignment to meet maintenance buffer requirements and provide adequate restoration of right-of-way for future maintenances and operations to support the preparation of the 60% Intermediate and 100% Final Design Plans and Specifications. The BODR shall contain: Page 6 of 13 Schedule A— Scope of Services CAO RPS#21-7902 "Goodlette-Frank Stormwater& Ditch Improvements (Section B)" • Executive Summary. • Explanation of the project. • Concise summary of key points within the BODR. • Summary of design criteria to be used for project with references to standards. • Design Engineer work product results. • Impacts and benefits of project to local area. • Items that need further resolution. • Discussion regarding project schedule and costs with respect to Collier County Capital Project/milestone dates and project costs. A draft BODR will be developed prior to a public open house with interested residents. The BODR will be finalized in consultation with County staff after that event. Task 3 Deliverables: • Modeling items to support BODR: o Memorandum summarizing the findings of the initial model evaluation andproposed changes to current models. o Memorandum summarizing the modifications incorporated into the two modelsand simulation results. o Memorandum summarizing simulation results for selected alternatives. Theresults will be presented in tabular and graphical forms and will include comparisons of hydraulic grade lines and flood inundation maps. o Draft and Final Modeling Reports • Basis of Design Report(BODR) • Conceptual(30%) Plans, Profiles, and Sections TASK 4.0—ENGINEERING DESIGN (60 PERCENT) 4.1. Preparation of 60% Ditch Stabilization Plans, Profile and Sections Sheets CONSULTANT shall develop a Proposed Ditch centerline profile. Cross sections with stabilization shall also be generated for each Ditch segment of analysis. Plan sheets shall bedeveloped with match lines and a sheet key. 4.2. Preparation of 60%Design for Culvert Replacements Plans CONSULTANT shall design necessary culvert replacements per Florida Department of Transportation (FDOT) standards including endwalls and wingwalls for proper merging with the upstream and downstream channel side slopes.Plans shall indicate the layout in plan, profile and section. Construction details and notes shall also be provided. Preliminary traffic control plan and notes shall also be provided. 4.3. Utilities Coordination Per the results of the SUE investigation and the proposed centerline and cross sections of the proposed ditch geometry, should it become necessary to relocate utilities, CONSULTANT shall coordinate the required relocation design plans with utility providers. Private utilities will provide their own design as needed to coordinate with this project. CONSULTANT will coordinate their design with these private utility designs after review with Collier County. Minor water/irrigation deflections and diversions will be addressed by the CONSULTANT as part of plan, profile, sections sheets. 4.4. Preparation of 60% Buffer and Border Plans A detailed plan for the typical buffer and border selected at the conclusion of the BODR will be developed. Page 7 of 13 (AOSchedule A— Scope of Services RPS#21-7902 "Goodlette-Frank Stormwater& Ditch Improvements (Section B)" 4.5. Preparation of 60% of Traffic Control and Detour Plans For the Goodlette-Frank Ditch stabilization, as well as at the two potential culvert replacementsat sidewalk crossing at east end of Carica Road and road crossing at Carica Dr. (N), CONSULTANT/Subconsultant shall provide: • Level I Traffic Control Plan • Pedestrian Traffic Control Plan Analysis • In-Person Field Reviews • Traffic Control Plan General Notes Sheet • Carica Drive (N) Detour Sheets 4.6. Development of Technical Specifications, Measurement and Payment CONSULTANT shall prepare draft technical specifications package including a Measurement and Payment specification for the ditch improvements project. 4.7. Utility Coordination with County/Utility Providers for Relocation Plans/Scheduling Through the 60%design, CONSULTANT/Subconsultant shall maintain contact with utility providers in relation to any proposed utility relocations should it be necessary to accommodate the proposed ditch improvement. Any scheduling issues shall be identified during the 60% design with providers. CONSULTANT shall coordinate the required relocation design plans withutility providers. Private utilities will provide their own design as needed to coordinate with this project; CONSULTANT will coordinate their design with these private utility designs after reviewwith Collier County. Minor County minor water/irrigation deflections and diversions will be addressed by the CONSULTANT as part of plan, profile, sections sheets. 4.8. Prepare 60% Engineers Opinion of Probable Cost CONSULTANT shall prepare a 60% engineer's opinion of probable cost estimate for the construction scope of work. Task 4 Deliverables: • 60% Plans, Profile and Sections • 60% Culvert Replacement Plans • 60% Utility Adjustment Plans (minor water/irrigation deflections and diversions as part of plan, profile, sections sheets) • 60% Border/Buffer Typical Section Plans • Technical Specifications Package • Engineer's Opinion of Probable Cost TASK 5.0 — PERMITTING 5.1. SFWMD Pre-Application Meeting at Project Initiation CONSULTANT shall schedule a Pre-Application Meeting with the SFWMD to address any concerns and/or requirements of the projectdesign phase. 5.2. Preparation of SFMWD Environmental Resource Permit at 60%Design CONSULTANT shall prepare an online Environmental Resource Permit (ERP), or permit modification, application for the project and associated mapping, exhibits and H&H modeldocumentation. 5.3. Preparation of USACOE Nationwide Permit at 60%Design(No impact Nationwide)The project ditch is not a navigable water body but it has a downstream connection to waters of the Page 8 of 13 Schedule A— Scope of Services 0.0 RPS#21-7902 "Goodlette-Frank Stormwater& Ditch Improvements (Section B)" state and the U.S.A. CONSULTANT shall consult with the Florida Department of Environmental Permitting (FDEP) based upon delegation United States Army Corps of Engineers (USACE — should be ACOE?) staff and prepare a no impact Nationwide permit notification. 5.4. Respond to RAls from All Local, State and Federal Agencies CONSULTANT shall address and respond to any regulatory Request for Additional Information (RAI's). Task 5 Deliverables: • Pre-Application Meeting Notes for All Agencies • Ready to File Permit Applications for SFWMD, FDEP/ACOE (Army Corp of Engineers) TASK 6.0 - FINAL ENGINEERING DESIGN 6.1. Finalize Ditch Stabilization Plans, Profile and Sections Sheets CONSULTANT shall develop signed and sealed final plans, profiles and sections for the Proposed Ditch centerline profile. Final complete cross sections with stabilization shall also besubmitted for each ditch segment proposed for stabilization. Final plan sheets shall be submitted with match lines and a sheet key. 6.2. Finalize Design for Culvert Replacement Plans CONSULTANT shall finalize the design of culvert replacements per FDOT standards including end walls and wingwalls for proper merging with the upstream and downstream channel side slopes. Final plans shall indicate the layout in plan, profile and section. Final construction detailsand notes shall also be provided. Final traffic control plan and notes shall also be provided. 6.3. Finalize Coordination of Utility Relocations, As Needed CONSULTANT shall coordinate the required final relocation design plans and coordinate final sequencing of construction with utility providers. Minor adjustments of Collier County water/reuse lines such as diversions and deflections would be finalized. 6.4. Finalize Buffer and Border Plans A finalized detailed buffer and border plan shall be prepared including plantings. 6.5. Finalize Technical Specifications, Measurement, and Payment Sections CONSULTANT shall finalize the complete technical construction specifications packageincluding a Measurement and Payment specification for the ditch improvements project. 6.6. Finalize Engineers Opinion of Probable Cost CONSULTANT shall prepare a final engineers' opinion of probable cost estimate for the construction scope of work. 6.7. Prepare Submittal for Final Bid Package (Bid Set Plans, Permits & Specifications) CONSULTANT shall prepare a complete ready-for-procurement project bid package complete with conformed signed and sealed plans, permits, specifications and bid form. Task 6 Deliverables: • Final Signed and Sealed Plans • Permits, Specifications and Bid Form Excel Sheet • Any relevant sealed engineering reports(geotechnical) or other data and materials relevant to the bid package and contractor procurement process Page 9 of 13 Schedule A— Scope of Services CAG_ RPS#21-7902 "Goodlette-Frank Stormwater & Ditch Improvements (Section B)" TASK 7.0 PRE-CONSTRUCTION SUPPORT 7.1. Provide Support for RFI/Response during Bidding CONSULTANT shall provide responses to contractor Request for Information (RFI's) during the contractor procurementprocess. 7.2. Attend Pre-Bid Conference and Provide Written Addenda CONSULTANT shall prepare written addenda as needed during the contractor procurement process. 7.3. Review Bid Submissions and Provide Written Recommendation of Award CONSULTANT shall provide a written recommendation of award following review of submitted contractor bid responses during the contractor procurement process. Task 7 Deliverables • RFI Responses as needed or directed by County • Written Addenda as directed by County • Written Recommendation of Award TASK 8.0 PUBLIC INFORMATION AND COMMUNITY OUTREACH 8.1. Coordination and Management of Public Information and Outreach Efforts CONSULTANT shall coordinate public outreach efforts for the project design phase with the team's public information subconsultant, as well as with the County's Public Information Coordinator, or assigns. The efforts shall include an initial notification of projects activities and a Preliminary BODR Public Open House to present to stakeholders the anticipated design alternatives. CONSULTANT shall also provide project exhibits for public meetings. 8.2. Initial Public Outreach and Project Planning CONSULTANT/Subconsultant shall meet initially with the project team and County to strategize together on project planning with regards to the public and affected parties. Both will coordinate activities to pro-actively notify the public. CONSULTANT/Subconsultant shall attend project progress meetings to obtain the most up-to-date information from the CONSULTANT on the status of the project. 8.3. Design Public Involvement Activities 8.3.1. Prepare Mailing List Database CONSULTANT/Subconsultant shall identify residents and businesses in the project area, permit and review agencies, property owners and tenants adjacent to and other interested parties that may be designated by the County and prepare a mailing databaseof all such entities. The database will be added to and/or updated on an as-needed basis. 8.3.2. Prepare Email Database CONSULTANT/Subconsultant shall develop a comprehensive email database for allelected officials, agencies, property owners, tenants, and interested parties. The databases will be added to and/or updated on an as- needed basis. 8.3.3. Project Kick-Off Newsletter CONSULTANT/Subconsultant shall prepare a project kick-off newsletter addressing Page 10 of 13 Schedule A— Scope of Services RPS#21-7902 "Goodlette-Frank Stormwater & Ditch Improvements (Section B)" frequently asked questions for distribution to elected officials, public officials, property and business owners, stakeholders and other interested parties. The newsletters will be sent by the CONSULTANT/Subconsultant prepared in English and Spanish. 8.3.4. Project PowerPoint Presentation CONSULTANT/Subconsultant shall develop a project PowerPoint Presentation to beused for meetings and shall assist with the PowerPoint Presentation. 8.3.5. Communicate & Coordinate Onsite Visits With Affected Parties CONSULTANT/Subconsultant shall schedule and attend onsite meetings with property owners/tenants to discuss their concerns. 8.4. Design Public Meetings 8.4.1. Secure Meeting Sites The CONSULTANT/Subconsultant shall coordinate with County staff and investigate potential meeting sites to advise the County on their suitability. The County shall pay all cost for meeting site rentals for locations selected by the County for Public meetings. The CONSULTANT/Subconsultant shall prepare a newsletter for distribution to elected officials, public officials, property owners along the corridor, review committee membersand other interested parties. The newsletters will be sent by the CONSULTANT/Subconsultant. (Prepared in English and Spanish.) 8.4.2. Prepare Press Release For Public Meetings The CONSULTANT/Subconsultant shall provide press releases announcing the public meeting. (Prepared in English and Spanish.) 8.4.3. Prepare Advertisements(Legal Ad) (2) The CONSULTANT/Subconsultant shall prepare a public information open housemeeting advertisement to be placed in the Naples News, prepared in English andSpanish. The County shall pay all costs for public advertisements. 8.4.4. Develop & Prepare Meeting Materials The CONSULTANT/Subconsultant shall prepare the necessary materials for use in public meeting including materials such as hand-outs, scripts or agenda for presentation,graphics for presentations (mounted on easels or boards for display), exhibits of plans and summary report(s) for the public display, prepared in English and/or Spanish. 8.4.5. Attend, Setup And Breakdown At Public Information Meetings (4) The CONSULTANT/Subconsultant shall schedule and attend four (4) public Open House meetings, assisting with meeting setup and breakdown. 8.5. Develop And Maintain Project Webpage-English The CONSULTANT/Subconsultant shall prepare and maintain a project webpage to provide information on project events, construction progress maps and status. The CONSULTANT/Subconsultant will provide a page to respond to questions and solicit email for a list of interested stakeholders in order to provide progress and/or informational electronic mailings. 8.6. Small Group Meetings The CONSULTANT/Subconsultant may be required to attend small group or one-on-one meetings Page 11 of 13 Schedule A— Scope of Services CAD RPS#21-7902 "Goodlette-Frank Stormwater& Ditch Improvements (Section B)" including stakeholders, homeowner's associations, civic and business organizations. 8.7. Respond&Record Requests/Concerns From The Public At the beginning of the project,the CONSULTANT/Subconsultant shall establish a telephonehotline and shall maintain and record all calls throughout the project. The CONSULTANT/Subconsultant shall coordinate media responses with the County Public Information Coordinator, or assigns. Task 8 Deliverables • Project Kickoff Newsletter • Contact List Database for Email and Mailing • PowerPoint Presentations for two public meetings • Public Meetings (4) and associated Handouts and Meeting Materials • Prepared Public Advertisements for Publication (4) • Various Project Exhibits • Press Release(s) • Project Newsletters (2) • PowerPoint Presentation (1) Task 9 Construction Phase Services CONSULTANT will provide the following services in support of Collier County and in coordination with Collier's Construction Engineering and Inspection (CEI) firm. • Perform site visits to observe the construction for compliance with the plans and specifications in order to provide a certification of completion. This scope of services assumes a nine-month construction duration with no more than one site visit per week on average. If construction ultimately requires site visits beyond this amount, additional site observations can be provided as additional services to the contract. • Consultant will prepare final record drawings from the original contract based on Contractor supplied as built 3D CAD survey drawings and information, approved shop drawings, onsite inspections and other knowledge regarding field changes and modifications made during the construction phase of the project. Consultant will submit record drawings to the appropriate regulatory agencies as required, and provide the County with CAD, PDF, GIS, and hard copy files. Consultant shall not be held responsible for any errors or omissions in the information provided by others that are incorporated into the record drawings. Record drawings will be submitted prior to Consultant's contract completion. Assumes that the record drawings will be prepared once and the data supplied by the contractor is adequate to prepare the drawings. If supplemental data or revisions are required due to the contractor's actions or desired bythe County to be added to the record drawings it can be performed as additional services. • Prepare and submit certification of completion in accordance with the project's construction permit. • Assist Collier County in review of shop drawings. This assistance would be limited toitems dealing with The Project as detailed above. • Assist the Collier County in review of RFIs and change order requests. This assistance will be limited to the Project as detailed above. • Attend monthly construction progress meetings and review monthly pay requests based upon a 9 month construction schedule. • All construction phase services will be coordinated with the Collier County as the construction contracting entity. • If additional hours are ultimately requested/required beyond what is included in this Task for Page 12 of 13 Schedule A— Scope of Services RPS#21-7902 "Goodlette-Frank Stormwater& Ditch Improvements (Section B)" Construction Services, an Amendment will be negotiated with the County. PART 3.0 OWNER RESPONSIBILITIES Provide CONSULTANT with any previous or current As-Built drawings for all areas within the project limits, as well other relevant property records, building permits and inspection documentation of any areas within the project limits. Assumptions: • Structural buffer wall design to be provided by wall vendors. Exclusions: • Archaeological assessment and historic preservation o This location does not appear to contain any archaeologically sensitive cultural resources and therefore permitting related to this is not included o The project has largely been constructed previously and this project will be a minor modification to previous improvements • Full-scale utility relocation plans are not included • Extensive large-scale design of County utilities • Design of private utilities • Local Access/Miscellaneous Traffic Control Plan (TCP) Details Sheets Lane Closure Analysis of Goodlette-Frank Road • Public Information and Community Outreach task is limited to the design phase Page 13 of 13 CAO Schedule A— Scope of Services 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 1.0 DISCOVERY&RECORDS RESEARCH $1,240.00 $11,872.00 2.0 FIELD DATA COLLECTION $30,400.48 $148,066.00 3.0 BASIS OF DESIGN REPORT(30 PERCENT) $48,966.00 $75,726.00 4.0 ENGINEERING DESIGN(60 PERCENT) $9,190.00 $56,330.00 5.0 PERMITTING $ $33,212.00 6.0 FINAL ENGINEERING DESIGN $7,345.00 $57,153.00 7.0 PRE-CONSTRUCTION SUPPORT $1,440.00 $12,580.00 8.0 PUBLIC INFORMATION AND COMMUNITY OUTREACH $16,126.00 $68,463.75 9.0 CONSTRUCTION PHASE SERVICES $10,530.00 $85,720.00 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Lump Sum Fee $ 125,237.48 Total Time and Materials Fee $549,122.75 GRAND TOTAL FEE $674,360.23 Page 19 of 32 PSA_CCNA Single Project Agreement_Ver.4 C 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 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 SCHEDULE B —ATTACHMENT 1 CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Senior Project Manager $201.00 Senior Engineer $175.00 Engineer $136.00 Senior CAD Designer $128.00 Professional Surveyor and Mapper $142.00 3 Man Survey Crew $185.00 3 Man SUE Locate Crew $250.00 3 Man SUE Designate Crew $220.00 CAD Technician $95.00 Field Crew Supervisor $95.00 Senior Scientist $156.00 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 CND SCHEDULE C PROJECT MILESTONE SCHEDULE Number of Calendar Days Task/Item For Completion of Task Description from Date of Notice to Proceed 1.0 DISCOVERY & RECORDS RESEARCH 45 2.0 FIELD DATA COLLECTION 120 3.0 BASIS OF DESIGN REPORT (30 240 PERCENT) 4.0 ENGINEERING DESIGN (60 PERCENT) 330 5.0 PERMITTING 450 6.0 FINAL ENGINEERING DESIGN 450 7.0 PRE-CONSTRUCTION SUPPORT 630 8.0 PUBLIC INFORMATION AND COMMUNITY 450 OUTREACH 9.0 CONSTRUCTION PHASE SERVICES 930 Page 24 of 32 PSA_CCNA Single Project Agreement_Ver.4 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 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? n Yes n No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? Yes ■ 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 `r ° 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? n Yes • 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 $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. Page 27 of 32 PSA_CCNA Single Project Agreement_Ver.4 C 18. TECHNOLOGY ERRORS AND OMISSIONS INSURANCE. Required by this Agreement? Yes • No Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? Yes 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? n 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 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 CM) SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, AIM Engineering & Surveying, Inc. (company's name) hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning "Goodlette-Frank Stormwater& Ditch Improvements (Section B) "project" is accurate, complete and current as of the time of contracting. BY: TITLE: Vice President . DATE: 09/29/2021 Page 30 of 32 PSA_CCNA Single Project Agreement_Ver.4 C SCHEDULE F KEY PERSONNEL Name Personnel Category Percentage of Time Steve Neff Senior Project Manager 5% Ben Bledsaw Senior Engineer 20% Ron Kerfoot Senior Engineer 5% Daniel Schroeder Senior Project Manager 5% John Wagenhoffer Engineer 20% Gordon Rollins Senior CAD Designer 20% Page 31 of 32 PSA_CCNA Single Project Agreement_Ver.4 `No SCHEDULE G Other: (Description) I-I following this page (pages through ) • this schedule is not applicable Page 32 of 32 PSA_CCNA Single Project Agreement_Ver.4 C ACCPREP CERTIFICATE OF LIABILITY INSURANCE DATE (MM/021 YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Sandy Balzarini Private Client Insurance Services PHONE FAX 9736 Commerce Centre Ct. (A/C.No.Ext):239-481-1949 (A/c.No):888-853-7192 Fort Myers FL 33906 ADDRESS: sbalzarini@pcis-fl.com INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Evanston Insurance Co. 35378 INSURED AIME-01 INSURER B: AIM Engineering&Surveying 2161 Fowler Street, Suite 100 INSURER C: Fort Myers FL 33901 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1517043781 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY Y EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO- JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y I N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A PROFESSIONAL LIABILITY MKLV7PL0004794 7/1/2021 7/1/2022 Each Claim 5,000,000 Policy Aggregate 5,000,000 Deductible 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Job Description Professional Services Agreement Contract#21-7902 Goodlette-Frank Stormwater&Ditch Improvements(Section B) CERTIFICATE HOLDER CANCELLATION 10 Days SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissions 3925 Tamiami Trail E AUTHORIZED REPRESENTATIVE Naples FL 43112 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AIMENGI-01 MPOLITE ACORO DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 9/2812021 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 ACT Margaret Polite Babb P&C,Ltd PHONE 239 208-3454 I FAX 239 333-1760 1520 Royal Palm Square Blvd. (A/c,No,Ext):( ) (A/c.No):( ) Suite 200 Miss:mep@babbins.com Fort Myers,FL 33919 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Cincinnati Indemnity Company 23280 INSURED INSURER B:Cincinnati Insurance Companies 10677 AIM Engineering and Surveying Inc INSURER C:Cincinnati Casualty Company 28665 2161 Fowler Street,Suite 100 INSURER D: Fort Myers,FL 33901 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DD/YYYY) IMM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR EPP 0542628 7/1/2021 7/1/2022 DAMAGE TO RENTED 500,000 X X PREMISES(Ea occurrence) $ 10,000 MED EXP(Any one person) $ PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY X JECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER:General Aggregate $ B COMBINED SINGLE LIMIT 1,000,000 AUTOMOBILE LIABILITY (Ea accident) X ANY AUTO X X EBA 0543260 7/1/2021 7/1/2022 BODILY INJURY(Per person) $ - OWNED SCHEDULED _ AUTOS ONLY AUTOS pBOO�DILY INJURYpp (Per accident) $ X HIRED X NON-OWNED (PerOPERT nq AMAGE - AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE EPP 0542628 7/1/2021 7/1/2022 AGGREGATE $ 5,000,000 DED RETENTION$ $ C AND EMPLOYERS'COMPENSATION X STATUTE ERR H ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N EWC 0542630 7/1/2021 7/1/2022 E.L.EACH ACCIDENT $ 1,000,000 FFICER/MEMBEREXCLUDED? N N/A 1,000,000 Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Leased/Rented Equip EPP 0542628 7/1/2021 7/1/2022 Limit 125,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project:Professional Services Agreement Contract#21-7902 Goodlette-Frank Stormwater&Ditch Improvements(Section B) Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County,OR,Collier County Government,OR,Collier County included as Additional Insured under the captioned Commercial General Liability and Automobile Liability policies on a primary and non-contributory basis if and to the extent required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyBoard of CountyCommissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Traile E. Naples,FL 34112 AUTHORIZED REPRESENTATIVE ' an.* £-Nit__ ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS ADDITIONAL INSURED - AUTOMATIC STATUS AND AUTOMATIC WAIVER OF SUBROGATION WHEN REQUIRED IN WRITTEN CONTRACT, AGREEMENT, PERMIT OR AUTHORIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Additional Insured - Owners, Lessees Or chided in the "products-completed Contractors - Automatic Status For Other operations hazard", but only if: Parties When Required In Written Contract Or Agreement With You (1) The Coverage Part to which this endorsement is attached pro- 1. Section II - Who Is An Insured is vides coverage for"bodily injury" amended to include as an additional in- or "property damage" included sured any person or organization you within the "products-completed have agreed in writing in a contract or operations hazard'; and agreement to add as an additional in- sured on this Coverage Part. Such per- (2) The written contract or written son(s) or organization(s) is an additional agreement requires you to pro- insured only with respect to liability for: vide additional insured coverage included within the "products- a. "Bodily injury', "property damage" or completed operations hazard" "personal and advertising injury" for that person or organization. caused, in whole or in part, by the performance of your ongoing opera If the written contract or written tions by you or on your behalf, under agreement requires you to provide that written contract or written additional insured coverage included agreement.Ongoing operations does within the 'products-completed oper not apply to 'bodily injury"or"proper- ations hazard" for a specified length ty damage"occurring after: of time for that person or organiza- tion, the "bodily injury" or "property (1) All work, including materials, damage" must occur prior to the ex- parts or equipment furnished in piration of that period of time in order connection with such work, on for this insurance to apply. the project (other than service, maintenance or repairs) to be If the written contract or written performed by or on behalf of the agreement requires you to provide additional insured(s) at the loca- additional insured coverage for a tion of the covered operations person or organization per only ISO has been completed; or additional insured endorsement form number CG 20 10, without specifying (2) That portion of"your work"out of an edition date, and without specifi- which the injury or damage aris- cally requiring additional insured es has been put to its intended coverage included within the "prod- use by any person or organiza- ucts-completed operations hazard", tion other than another contrac- this Paragraph b. does not apply to tor or subcontractor engaged in that person or organization. performing operations for a prin- cipal as a part of the same pro- 2. If the written contract or written agree- ject; and ment described in Paragraph 1. above specifically requires you to provide addi- b. "Bodily injury' or "property damage" tional insured coverage to that person or caused, in whole or in part, by'your organization: work" performed under that written contract or written agreement and in a. Arising out of your ongoing opera - contract or arising out of"your work"; or Includes copyrighted material of Insurance GA 472 09 18 Services Office, Inc., with its permission. Page 1 of 3 b. By way of an edition of an ISO addi- 2. With respect to the insurance afforded to tional insured endorsement that in- the additional insureds described in Para- cludes arising out of your ongoing graph B.1., the following additional exdu- operations or arising out of "your sions apply: work"; This insurance does not apply to: then the phrase caused, in whole or in part, by in Paragraph A.1.a.and/or Para- a. "Bodily injury", "property damage" or graph A.1.b. above, whichever applies, is "personal and advertising injury" aris replaced by the phrase arising out of ing out of operations performed for the federal government, state or mu- 3. With respect to the insurance dfforded to nicipality; or the additional insureds described in Para- graph Al., the following additional exclu- b. "Bodily injury' or "property damage" sion applies: included within the "products- completed operations hazard." This insurance does not apply to "bodily injury', "property damage" or "personal C. The insurance afforded to additional insureds and advertising injury" arising out of the described in Paragraphs A.and B.: rendering of, or the failure to render, any 1. Only applies to the extent permitted by professional architectural, engineering or law; and surveying services, including: a. 2. Will not be broader than that which you The preparing, approving or failing to are required by the written contract, writ- prepare or approve, maps, shop ten agreement, written permit or written drawings, opinions, reports, surveys, authorization to provide for such addition- field orders, change orders or draw- al insured; and ings and specifications; or b 3. Does not apply to any person, organize- b. Supervisory, inspection, architectural tion, state, governmental agency or sub- or engineering activities. division or political subdivision specifically This exdusion applies even if the claims named as an additional insured for the against any insured allege negligence or same project in the schedule of an en- other wrongdoing in the supervision, hir- dorsement added to this Coverage Part. ing, employment,training or monitoring of D. With respect to the insurance afforded to the others by that insured, if the "occurrence" additional insureds described in Paragraphs which caused the "bodily injury" or"prop- A. and B.,the following is added to Section III erty damage", or the offense which -Limits Of Insurance: caused the"personal and advertising inju- ry", involved the rendering of, or the fail- The most we will pay on behalf of the addi- ure to render, any professional architec- tional insured is the amount of insurance: tural, engineering or surveying services. 1. Required by the written contract, written 4. This Paragraph A.does not apply to addi- agreement, written permit or written au tional insureds described in Paragraph B. thorization described in Paragraphs A. B. Additional Insured -State Or Governmental and B.; or Agency Or Subdivision Or Political Subdi- 2. Available under the applicable Limits of vision - Automatic Status When Required Insurance shown in the Declarations; In Written Permits Or Authorizations whichever is less. 1. Section II - Who Is An Insured is amended to include as an additional in- This endorsement shall not increase the appli- sured any state or governmental agency cable Limits of Insurance shown in the Decla- or subdivision or political subdivision you rations. have agreed in writing in a contract, E. Section IV - Commercial General Liability agreement, permit or authorization to add Conditions is amended to add the following: as an additional insured on this Coverage Part. Such state or governmental agency Automatic Additional Insured Provision or subdivision or political subdivision is an additional insured only with respect to op- This insurance applies only if the "bodily inju- erations performed by you or on your be Ty" or "property damage" occurs, or the "per- half for which the state or governmental sonal and advertising injury' offense is corn- agency or subdivision or political subdivi- mitted: sion issued, in writing, a contract, agree- 1. During the policy period; and ment, permit or authorization. Includes copyrighted material of Insurance GA 472 0918 Services Office, Inc.,with its permission. Page 2 of 3 2. Subsequent to your execution of the writ- As used in this endorsement, wrap-up insur- ten contract or written agreement, or the ance means any insurance provided by a con- issuance of a written permit or written au- solidated (wrap-up) insurance program. thorization, described in Paragraphs A. primary And NoncontributoryInsurance and B. When Required By Writtn Contract, F. Except when G.below applies,the following is Agreement, Permit Or Authorization added to Section IV - Commercial General Liability Conditions, 5. Other Insurance, Except when wrap-up insurance applies to the and supersedes any provision to the contrary: claim or "suit' on behalf of the additional in- sured,this insurance is primary to and will not When Other Additional Insured Coverage seek contribution from any other insurance Applies On An Excess Basis available to the additional insured described in Paragraphs A.and B.provided that: This insurance is primary to other insurance available to the additional insured described in 1. The additional insured is a Named In- Paragraphs A.and B.except: sired under such other insurance; and 1. As otherwise provided in Section IV - 2. You have agreed in writing in a contract, Commercial General Liability Condi- agreement, permit or authorization de- tions, 5. Other Insurance, b. Excess In- scribed in Paragraph A. or B.that this in- surance; or surance would be primary and would not seek contribution from any other insur- 2. For any other valid and collectible insur- ance available to the additional insured. ance available to the additional insured as an additional insured by attachment of an As used in this endorsement, wrap-up insur- endorsement to another insurance policy ance means any insurance provided by a con- that is written on an excess basis. In such solidated(wrap-up)insurance program. case, this insurance is also excess. H. Section IV - Commercial General Liability G. The following is added to Section IV -Corn- Conditions, 9. Transfer Of Rights Of Re- mercial General Liability Conditions, 5. covery Against Others To Us is amended by Other Insurance, and supersedes any provi- the addition of the following: sion to the contrary: We waive any right of recovery we may have Primary Insurance When Required By Writ- against any additional insured under this en- ten Contract, Agreement, Permit Or Au- dorsement against whom you have agreed to thorization waive such right of recovery in a written con- tract, written wrap-up insurance applies to the tract, written agreement,written permit or writ- ten authorization because of payments we claim or "suit' on behalf of the additional in- make for injury or damage arising out of your sured, this insurance is primary to any other ongoing operations or"your work"done under insurance available to the additional insured a written contract, written agreement, written described in Paragraphs A. and B. provided permit or written authorization. However, our that: rights may only be waived prior to the "occur- 1. The additional insured is a Named In- rence" giving rise to the injury or damage for sured under such other insurance; and which we make payment under this Coverage Part. The insured must do nothing after a loss 2. You have agreed in writing in a contract, to impair our rights.At our request,the insured agreement, permit or authorization de- will bring "suit' or transfer those rights to us scribed in Paragraph A. or B.that this in- and help us enforce those rights. surance would be primary to any other in- surance available to the additional in- sured. Includes copyrighted material of Insurance GA 472 09 18 Services Office, Inc.,with its permission. Page 3 of 3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BODILY INJURY EXCEPTIONS TO POLLUTANT EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART For purposes of insurance provided by this endorsement: 1. Sudden and Accidental Exception b. The injured person is clinically diagnosed Exclusion f. Pollutant, (1)(a) and (1)(d) of or treated by a physician for the "bodily injury° caused by the exposure to "gase- SECTION I - COVERAGES, COVERAGE A. ous or airborne pollutants" within one BODILY INJURY AND PROPERTY DAMAGE year of such first exposure. LIABILITY do not apply to "bodily injury" pro- vided: 4. Amended Who Is An Insured a. The "release" of "pollutants" from which As respects the insurance provided by Para- the "bodily injury" arises is "sudden" and graphs 1. and 3. of this endorsement, the "accidental"; and Sudden and Accidental Exception and the Off Premises Exception, SECTION II-WHO b. The injured person's first exposure to IS AN INSURED is deleted in its entirety and such "pollutants" occurred during the replaced by the following: policy period;and c. The injured person is clinically diagnosed The coverage afforded shall apply only to Named Insureds. We shall have no duty to or treated by a physician for the "bodily defend or pay damages for any person or or- injury" caused by exposure to such pol- ganization that is not a Named Insured. lutants" within one year of such first ex- posure. 5. SECTION IV - COMMERCIAL GENERAL LI- 2. Amendment to On Premises Exception ABILITY CONDITIONS 5. Other Insurance b. Excess Insurance is amended to include The on premises exception to the Pollutant the following: Exclusion, f.(1)(a)1) c) of SECTION I - COV- The insurance provided by Paragraphs 1. ERAGES, COVERAGE A. BODILY INJURY Sudden and Accidental Exception and 3. AND PROPERTY DAMAGE LIABILITY, is Off Premises Exception, of this endorsement deleted in its entirety and replaced by the fol- is excess over any other valid and collectible lowing: insurance, whether primary, excess, contin- c) Within one year of such first exposure, gent or on any other basis, except insurance the person injured is clinically diagnosed written specifically to cover as excess over the or treated by a physician for the medical limits of insurance that apply in this endorse- condition caused by the exposure to such ment. vapors. However, Paragraph c) does not 6. As respects the insurance provided by Para- apply if the "bodily injury" is caused by graphs 1. and 3. of this endorsement, SEC- vapors produced by or originating from TION V - DEFINITIONS is amended to add equipment that is used to heat, cool or the following: dehumidify the building, or equipment that is used to heat water for personal 1. "Accidental" means unintended and un- use, by the building's occupants or their expected. guests. 2. "Gaseous or airborne pollutants" means 3. Off Premises Exception "pollutants"which: Exclusion f. Pollutant (1)(d) of SECTION I - (a) Are a gas, smoke, fume, vapor or COVERAGES, COVERAGE A. BODILY IN- other similar airborne substance; and JURY AND PROPERTY DAMAGE LIABILITY does not apply to "bodily injury" that is caused (b) Are the result of the"release" of such by"gaseous or airborne pollutants"provided: "pollutants" from materials, machin ery or equipment brought on or to a. The injured person's first exposure to the "work site" by any Named In- "gaseous or airborne pollutants" occurred sured or any "employees", contrac- during the policy period; and tors or subcontractors working di- Includes copyrighted material of Insurance GA 478 12 04 Services Office, Inc.,with its permission. Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement-Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage 3 2. Unintentional Failure To Disclose Hazards 9 3. Damage To Premises Rented To You 9 4. Supplementary Payments 10 5. Medical Payments 10 6. 180 Day Coverage For Newly Formed Or Acquired Organizations ...10 7. Waiver Of Subrogation ................................ ........... 11 8. Automatic Additional Insured-Specified Relationships: 11 • Managers Or Lessors Of Premises; • Lessor Of Leased Equipment; • Vendors; • State Or Governmental Agency Or Subdivision Or Political Subdivision -Permits Or Authorizations Relating To Premises; and • Mortgagee,Assignee Or Receiver 9. Property Damage To Borrowed Equipment 14 10. Employees As Insureds -Specified Health Care Services And Good Samaritan Services 15 11. Broadened Notice Of Occurrence 15 12. Nonowned Aircraft 15 13. Bodily Injury Redefined 15 14. Expected Or Intended Injury Redefined 15 15. Former Employees As Insureds 15 16. Voluntary Property Damage Coverage And Care, Custody Or Control Liability Coverage 16 17. Broadened Contractual Liability-Work Within 50' Of Railroad Property 17 18. Alienated Premises 17 B. Limits Of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $1,000,000 Aggregate Limit: $3,000,000 Deductible Amount: $ 1,000 3. Damage To Premises Rented To You The lesser of: a. The Each Occurrence Limit shown in the Declarations; or b. $500,000 unless otherwise stated$ 4. Supplementary Payments a. Bail Bonds: $2,500 Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 1 of 17 b. Loss Of Earnings:$ 500 5. Medical Payments Medical Expense Limit:$ 10,000 9. Property Damage To Borrowed Equipment Each Occurrence Limit: $10,000 Deductible Amount: $ 250 16. Voluntary Property Damage Coverage (Coverage a.) And Care, Custody Or Control Liability Coverage(Coverage b.) Limits Of Insurance Coverage a. $1,000 Each Occurrence $5,000 Aggregate Coverage b.$5,000 Each Occurrence unless otherwise stated$ Deductible Amount(Each Occurrence) Coverage a.$250 Coverage b.$250 unless otherwise stated$ COVERAGE PREMIUM BASIS RATE ADVANCE PREMIUM (a) Area (For Limits in Excess of (For Limits in Excess of (b) Payroll $5,000) $5,000) (c) Gross Sales (d) Units (e) Other b. Care, Custody Or Control TOTAL ANNUAL PREMIUM $ Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 2 of 17 C. Coverages this endorsement pro- 1. Employee Benefit Liability Coverage vided: a. The following is added to Section I - a) You did not have Coverages: knowledge of a claim or"suit"on or Employee Benefit Liability Cover- before the "first ef- age fective date"of this endorsement. (1) Insuring Agreement You will be (a) We will pay those sums that deemed to have the insured becomes legally knowledge of a obligated to pay as damag- claim or "suit" es caused by any act, error when any "author- or omission of the insured, ized representa- or of any other person for tive"; whose acts the insured is legally liable, to which this i) Reports all, or insurance applies. We will any part, of the have the right and duty to act, error or defend the insured against omission to us any "suit' seeking those or any other damages. However, we will insurer; have no duty to defend against any "suit' seeking ii) Recei ves es a written damages to which this in- w or surance does not apply. We cal demand or pp y� claim for dam- may, at our discretion, in- ages because vestigate any report of an of the act, er- ad, error or omission and ror or omis- settle any claim or"suit'that sion; and may result. But: 1) The amount we will pay b) There is no other insur- for damages is limited applicable ance. as described in Section Ill - Limits Of Insu- (2) Exclusions ance; and This insurance does not apply to: 2) Our right and duty to defend ends when we (a) Bodily Injury, Property have used up the appli- Damage Or Personal And cable limit of insurance Advertising Injury in the payment of judg- "Bodily injury", "property ments or settlements. "personal"dame e g and No other obligation or liabil- advertising injury". ity to pay sums or perform (b) Dishonest, Fraudulent, ads or services is covered Criminal Or Malicious Act unless explicitly provided for under Supplementary Damages arising out of any Payments. intentional, dishonest, fraudulent, criminal or mali- (b) This insurance applies to damages only if the act, er- cious act, error or omission, committed by any insured, ror or omission, is negligent- including the willful or reck- ly committed in the "admin- less violation of any statute. istration" of your "employee benefit program"; and (c) Failure To Perform A Con- 1) Occurs during the policy tract period; or Damages arising out of fail- 2) Occurred prior to the ure of performance of con- tract by any insurer. "first effective date" of Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 3 of 17 (d) Insufficiency Of Funds (i) Taxes, Fines Or Penalties Damages arising out of an Taxes, fines or penalties, in- insufficiency of funds to cluding those imposed un- meet any obligations under der the Internal Revenue any plan induded in the Code or any similar state or "employee benefit program". local law. (e) Inadequacy Of Perfor- (j) Employment-Related Prac- mance Of Invest- tices ment/Advice Given With Respect To Participation Any liability arising out of any: Any daim based upon: (1) Refusal to employ; 1) Failure of any invest- ment to perform; (2) Termination of employ- ment; 2) Errors in providing in- formation on past per- (3) Coercion, demotion, formance of investment evaluation, reassign- vehicles; or ment, discipline, defa- mation, harassment, 3) Advice given to any humiliation, discrimina- person with respect to tion or other employ- that person's decision to ment- related practices, participate or not to par- acts or omissions;or tidpate in any plan in- cluded in the"employee (4) Consequential liability benefit program". as a result of (1), (2) or (3)above. (f) Workers' Compensation And Similar Laws This exclusion applies whether the insured may be Any claim arising out of your held liable as an employer failure to comply with the or in any other capacity and mandatory provisions of any to any obligation to share workers' compensation, un- damages with or repay employment compensation someone else who must pay insurance, social security or damages because of the in- disability benefits law or any jury. similar law. (3) Supplementary Payments (g) ERISA Section I - Coverages, Sup- Damages for which any in- plementary Payments - Cover- stied is liable because of li- ages A And B also apply to this ability imposed on a fidud- Coverage. ary by the Employee Re- tirement Income Security Act of 1974, as now or As respects Employee Benefit Lia- hereafter amended, or by bility Coverage, Section II -Who Is any similar federal, state or An Insured is replaced by the follow- local laws. ing: (h) Available Benefits (1) If you are designated in the Dec- Any claim for benefits to the larations as: extent that such benefits are (a) An individual, you and your available, with reasonable spouse are insureds, but on- effort and cooperation of the ly with respect to the con- insured, from the applicable duct of a business of which funds accrued or other col- you are the sole owner. lectible insurance. (b) A partnership or joint ven- ture, you are an insured. Your members, your part- Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 4 of 17 ners, and their spouses are zation. However,coverage under also insureds but only with this provision: respect to the conduct of your business. (a) Is afforded only until the 180th day after you acquire (c) A limited liability company, or form the organization or you are an insured. Your the end of the policy period, members are also insureds, whichever is earlier; and but only with respect to the conduct of your business. (b) Does not apply to any act, Your managers are in- error or omission that was sureds, but only with respect committed before you ac- to their duties as your man- quired or formed the organi- agers. zation. (d) An organization other than a c. Limits Of Insurance partnership, joint venture or As respects Employee Benefit Lia- limited liability company, you bility Coverage, Section III - Limits are an insured.Your"execu- Of Insurance is replaced by the fol- tive officers" and directors lowing: are insureds, but only with respect to their duties as (1) The Limits of Insurance shown in your officers or directors. Section B. Limits Of Insurance, Your stockholders are also 1. Employee Benefit Liability insureds, but only with re- Coverage and the rules below fix sped to their liability as the most we will pay regardless stockholders. of the number of (e) A trust, you are an insured. (a) Insureds; Your trustees are also in- sureds, but only with respect (b) Claims made or "suits" to their duties as trustees. brought; (2) Each of the following is also an (c) Persons or organizations insured: making daims or bringing "suits"; (a) Each of your "employees" who is or was authorized to (d) Acts,errors or omissions;or administer your "employee (e) Benefits induded in your benefit program"; "employee benefit program". (b) Any persons, organizations (2) The Aggregate Limit shown in or"employees" having prop- Section B. Limits Of Insurance, er temporary authorization 1. Employee Benefit Liability to administer your "employ- Coverage of this endorsement is ee benefit program" if you the most we will pay for all dam- die, but only until your legal ages because of acts, errors or representative is appointed; omissions negligently committed or in the "administration" of your (c) Your legal representative if "employee benefit program". you die, but only with re- (3) Subject to the limit described in sped to duties as such.That (2) above, the Each Employee representative will have all Limit shown in Section B. Limits your rights and duties under Of Insurance, 1. Employee this Coverage Part. Benefit Liability Coverage of (3) Any organization you newly ac this endorsement is the most we quire or form, other than a part- will pay for all damages sus nership, joint venture or limited tained by any one "employee", liability company, and over which including damages sustained by you maintain ownership or major- such "employee's" dependents ity interest, will qualify as a and beneficiaries,as a result of Named Insured if no other similar (a) An act, error or omission; or insurance applies to that organi- Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 5 of 17 (b) A series of related ads, er- tification of the action taken, rors or omissions, regard- you shall promptly reim- less of the amount of time burse us for such part of the that lapses between such Deductible Amount as we ads, errors or omissions; have paid. negligently committed in the d. Additional Conditions "administration"of your "employ- ee As respectsEmployee benefit program". p oyee Benefit Lia- bility Coverage, Section IV - Corn- However, the amount paid under mercial General Liability Condi- this endorsement shall not ex- tions is amended as follows: ceed, and will be subject to the limits and restrictions that apply (1) Item 2. Duties In The Event Of to the payment of benefits in any Occurrence, Offense, Claim Or plan included in the "employee Suit is replaced by the following: benefit program." 2. Duties In The Event Of An (4) Deductible Amount Act,Error Or Omission, Or Claim Or Suit (a) Our obligation to pay dam- ages on behalf of the in- a. You must see to it that sized applies only to the we are notified as soon amount of damages in ex as practicable of an act, cess of the Deductible error or omission which Amount stated in the Deda- may result in a daim. rations as applicable to To the extent possible, Each Employee. The limits notice should include: of insurance shall not be re- (1) What the act, error duced by the amount of this or omission was deductible. and when it oc- (b) The Deductible Amount curred; and stated in the Declarations (2) The names and applies to all damages sus- addresses of any- tained by any one "employ- ee", including such "employ- one who may suf- ee", a ee's" dependents and bene- damages as a fidaries, because of all acts, result of the ad, error or omission. errors or omissions to which this insurance applies. b. If a claim is made or (c) The terms of this insurance, "suit" is brought against any insured, you must: including those with respect to: (1) Immediately record 1) Our right and duty to the specifics of the claim or "suit' and defend the insured the date received; against any suits' and seeking those damag- es; and (2) Notify us as soon 2) Your duties, and the du- as practicable. ties of any other in- You must see to it that volved insured, in the we receive written no- event of an act, error or tice of the claim or"suit" omission,or claim; as soon as practicable. apply irrespective of the ap- c. You and any other in- dication of the Deductible volved insured must: Amount. (1) Immediately send (d) We may pay any part or all us copies of any of the Deductible Amount to demands, notices, effect settlement of any summonses or le- claim or"suit'and, upon no- gal papers re- Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 6 of 17 ceived in connec- tion by equal shares, tion with the claim we will follow this meth- or"suit"; od also. Under this ap- (2) Authorize us to ob- proach each insurer contributes equal tain records and other information; amounts until it has paid its applicable limit (3) Cooperate with us of insurance or none of in the investigation the loss remains, or settlement of the whichever comes first. claim or defense If any of the other in- against the "suit"; surance does not permit and contribution by equal (4) Assist us, upon our shares, we will contrib- request, in the en- ute by limits. Under this forcement of any method, each insurer's right against any share is based on the person or organi ratio of its applicable ration which may limit of insurance to the be liable to the in- total applicable limits of sured because of insurance of all insur- an act, error or ers. omission to which c. No Coverage this insurance may also apply. This insurance shall not d. No insured will, except cover any loss for which the insured is entitled to at that insured's own recovery under any cost, voluntarily make a other insurance in force payment, assume any previous to the effective obligation, or incur any date of this Coverage expense without our Part consent. (2) Item 5. Other Insurance is e. Additional Definitions re- placed by the following: As respects Employee Benefit 5. Other Insurance Lia- bility Coverage, Section V - Defini- tions is amended as follows: If other valid and collectible (1) The following definitions are insurance is available to the added: insured for a loss we cover under this Coverage Part, 1. "Administration"means: our obligations are limited as follows: a. Providing information to "employees", including a. Primary Insurance their dependents and beneficiaries, with re- This insurance is prima- or ry except when c.below sped to eligibility for scope applies. If this insurance of "employee is primary, our obliga benee fit programs' tions are not affected b. Interpreting the "em- unless any of the other ployee benefit pro- insurance is also prima- grams"; ry. Then, we will share with all that other insur- c. Handling records in ance by the method de- connection with the scribed in b.below. "employee benefit pro- grams"; or b. Method Of Sharing d. Effecting, continuing or If all of the other insur- terminating any "em- ance permits contribu- ployee's"participation in Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 7 of 17 any benefit included in c. Unemployment insur- the "employee benefit ance, social security program". benefits, workers' com- However, "administration" pensation and disability does not include: benefits; and a. Handling payroll deduc d. Vacation plans, includ- tions; or ing buy and sell pro- grams; leave of ab- b. The failure to effect or sence programs, includ- maintain any insurance ing military, maternity, or adequate limits of family, and civil leave; coverage of insurance, tuition assistance plans; including but not limited transportation and to unemployment insur health club subsidies. ance, social security 4. 'First effective date" means benefits, workers' corn- the date upon which cover- pensation and disability age was first effected in a benefits. series of uninterrupted re- 2. "Cafeteria plans" means newels of insurance cover- plans authorized by applica- age. ble law to allow "employees" (2) The following definitions are de- to elect to pay for certain leted in their entirety and re- benefits with pre-tax dollars. placed by the following: 3. "Employee benefit pro- 8. "Employee"means a person grams" means a program actively employed, formerly providing some of all of the employed, on leave of ab- following benefits to "em- sence or disabled, or retired. ployees", whether provided "Employee" includes a through a "cafeteria plan" or 'leased worker". "Employee" otherwise: does not include a "tempo- a. Group life insurance; rary worker". group accident or health 21. "Suit"means a civil proceed- insurance; dental, vision ing in which money damag- and hearing plans; and es because of an ad, error flexible spending ac- or omission to which this in- counts; provided that no surance applies are alleged. one other than an "em- "Suit"includes: ployee" may subscribe to such benefits and a. An arbitration proceed- such benefits are made ing in which such dam- generally available to ages are claimed and to those "employees" who which the insured must satisfy the plan's eligibil- submit or does submit ity requirements; with our consent; b. Profit sharing plans, b. Any other alternative employee savings dispute resolution pro- plans, employee stock ceeding in which such ownership plans, pen- damages are claimed sion plans and stock and to which the in- subscription plans, pro- sured submits with our vided that no one other consent;or than an "employee" may subscribe to such c. An appeal of a civil pro- benefits and such bene- ceeding. fits are made generally available to all "employ- ees" who are eligible under the plan for such benefits; Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 8 of 17 2. Unintentional Failure To Disclose Haz- 2) Rust or other cor- ards rosion, decay, de- terioration, hidden Section IV-Commercial General Liabil- or latent defect or ity Conditions, 7. Representations is amended by the addition of the following: pny h in- property that caus- Based on our dependence upon your rep- resentations as to existing hazards, if un- destroy itself; intentionally you should fail to disdose all 3) Smog; such hazards at the inception date of your policy, we will not reject coverage under 4) Mechanical break- this Coverage Part based solely on such down, including failure. rupture or bursting caused by centrif- 3. Damage To Premises Rented To You ugal force; a. The last Paragraph of 2. Exclusions under Section I -Coverage A-Bod- 5) Settling, cracking,g orr ex- ily Injury And Property Damage Li- pansion; ability is replaced by the following: r Exdusions c. through q. do not apply 6) Nesting dischh sta- arge ic tion, or darge to "property damage" by fire, explo- or release of waste sion, lightning, smoke or soot to products or secre- premises while rented to you or tern- tions, by insects, porarily occupied by you with permis- sion of the owner, for which the other animals; or rodents or other amount we will pay is limited to the Damage To Premises Rented To 7) Presence, growth, You Limit as described in Section III proliferation, -Limits Of Insurance. spread or any ac- tivityin- b. The insurance provided under Sec- cluding o fungus, r tion I -Coverage A - Bodily Injury mildew, mold y And Property Damage Liability ap- mildew, and any mycotoAns, plies to"property damage"arising out spores, scents or of water damage to premises that are byproducts pro- both rented to and occupied by you. duced or released (1) As respects Water Damage Le- by fungi. gal Liability, as provided in Para- (b) 'Property damage" caused graph 3.b.above: directly or indirectly by any The exdusions under Section I - of the following: Coverage A-Bodily Injury And (i) Earthquake, volcanic Property Damage Liability, 2. eruption, landslide or Exclusions, other than i. War any other earth move- and the Nuclear Energy Liabil- ment; ity Exclusion (Broad Form), are deleted and the following are (ii) Water that backs up or added: overflows or is other- wise discharged from a This insurance does not apply to: sewer, drain, sump, (a) "Property damage": sump pump or related equipment; (i) Assumed in any con- tract or agreement;or (ii) Water under the ground surface pressing on, or (ii) Caused by or resulting flowing or seeping from any of the follow- through: ing: 1) Foundations, walls, 1) Wear and tear; floors or paved surfaces; Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 9 of 17 2) Basements, you with permission of whether paved or the owner, not; or b. In the case of damage 3) Doors, windows or by fire, explosion, light- other openings. ning, smoke or soot, (c) "Property damage" caused while rented to you;or by or resulting from water c. In the case of damage that leaks or flows from by water, while rented plumbing, heating, air condi- to and occupied by you. tioning, fire protection sys- tems, or other equipment, (2) The most we will pay is limited as caused by or resulting from described in Section B. Limits freezing, unless: Of Insurance, 3. Damage To Premises Rented To You of this (i) You did your best to endorsement. maintain heat in the building or structure; or 4. Supplementary Payments (ii) You drained the equip- Under Section I - Supplementary Pay- ment and shut off the ments-Coverages A And B: water supply if the heat a. Paragraph 2. is replaced by the fol- was not maintained. lowing: (d) "Property damage"to: Up to the limit shown in Section B. (i) Plumbing, heating, air Limits Of Insurance, 4.a. Bail Bonds conditioning,fire protec- of this endorsement for cost of bail tion systems, or other bonds required because of accidents equipment or applianc or traffic law violations arising out of es; or the use of any vehicle to which the Bodily Injury Liability Coverage ap- (ii) The interior of any plies.We do not have to furnish these building or structure, or bonds. to personal property in the building or structure, b. Paragraph 4. is replaced by the fol- caused by or resulting lowing: from rain,snow,sleet or All reasonable expenses incurred by ice, whether driven by the insured at our request to assist us wind or not. in the investigation or defense of the c. Limit Of Insurance claim or"suit", including actual loss of earnings up to the limit shown in Sec- With respect to the insurance afford- tion B. Limits Of Insurance, 4.b. ed in Paragraphs 3.a.and 3.b.above, Loss Of Earnings of this endorsement the Damage To Premises Rented per day because of time off from To You Limit as shown in the Decla- work. rations is amended as follows: 5. Medical Payments (1) Paragraph 6. of Section III - Limits Of Insurance is replaced The Medical Expense Limit of Any One by the following: Person as stated in the Declarations is amended to the limit shown in Section B. 6. Subject to Paragraph 5. Limits Of Insurance, 5. Medical Pay- above, the Damage To ments of this endorsement. Premises Rented To You Day 9 6. 180 Coverage For Newly is the most we will pay Formed under Coverage A- Bodily Or Acquired Organizations Injury And Property Dam- Section II - Who Is An Insured is age Liability for damages amended as follows: because of "property dam- age"to any one premises: Subparagraph a. of Paragraph 3. is re- a. While rented to you, or placed by the following: temporarily occupied by a. Insurance under this provision is af- forded only until the 180th day after Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 10 of 17 you acquire or form the organization use of that part of the prem- or the end of the policy period, ises leased to you, subject whichever is earlier; to the following additional 7. Waiver Of Subrogation exclusions: Section IV-Commercial General Liabil- This insurance does not ap- plyity Conditions, 9.Transfer Of Rights Of to: Recovery Against Others To Us is (i) Any "occurrence" which amended by the addition of the following: takes place after you We waive any right of recovery we may ceaseto be a tenant in p have against any person or organization that premises; against whom you have agreed to waive (ii) Structural alterations, such right of recovery in a written contract new construction or or agreement because of payments we demolition operations make for injury or damage arising out of performed by or on be- your ongoing operations or "your work" half of such additional done under a written contract or agree- insured. ment with that person or organization and Lessor Of Leased Equip- ations included in the "products-completed oper- (b) q p- ations hazard". However, our rights may ment only be waived prior to the "occurrence" Any person or organization giving rise to the injury or damage for from whom you lease which we make payment under this Coy- erage Part. The insured must do nothing equipment person(s)when yourgand such or organize- after a loss to impair our rights. At our re- tion(s) have agreed per Par- quest,the insured will bring"suit'or trans- agraph 8.a.(1) of this en- fer those rights to us and help us enforce dorsement to provide insur- those rights. ance. Such person(s) or or- 8. Automatic Additional Insured - Speci- ganization(s) are insureds fled Relationships only with respect to liability for "bodily injury", "property a. The following is added to Section II - damage" or "personal and Who Is An Insured: advertising injury'caused, in (1) Any person(s) or organization(s) whole or in part, by your maintenance, operation or described in Paragraph 8.a.(2)of use of equipment leased to this endorsement (hereinafter re- you by such person(s)or or- ferred to as additional insured) ganization(s). A person's or whom you are required to add as organization's status as an an additional insured under this additional insured under this Coverage Part by reason of a endorsement ends when written contract, written agree- their contract or agreement ment, written permit or written with you for such leased authorization. equipment ends. However, (2) Only the following persons or or- this insurance does not ap- ganizations are additional in- ply to any "occurrence" sureds under this endorsement, which takes place after the and insurance coverage provided equipment lease expires. to such additional insureds is lim- (c) Vendors ited as provided herein: Any person or organization (a) Managers Or Lessors Of (referred to below as ven- Premises dor) with whom you have The manager or lessor of a agreed per Paragraph premises leased to you with 8.a.(1) of this endorsement whom you have agreed per to provide insurance, but on- Paragraph 8.a.(1) of this en- ly with respect to "bodily in- dorsement to provide insur- jury" or 'property damage" ance, but only with respect arising out of"your products" to liability arising out of the which are distributed or sold ownership, maintenance or in the regular course of the Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 11 of 17 vendor's business, subject or repair opera- to the following additional tions, except such exclusions: operations per- (i) The insurance afforded formed at the ven- the vendor does not dor's premises in apply to: connection with the sale of the product; 1) "Bodily injury' or 7) Products which, af- "property damage" ter distribution or for which the ven- sale by you, have dor is obligated to been labeled or re- pay damages by labeled or used as reason of the as- a container, part or sumption of liability ingredient of any in a contract or other thing or sub- agreement. This stance by or for the exdusion does not vendor; or apply to liability for damages that the 8) "Bodily injury" or vendor would have "property damage" in the absence of arising out of the the contract or sole negligence of agreement; the vendor for its 2) Any express war- own ads or omis- sionsranty unauthorized itspr those of by you; employees or anyone else acting 3) Any physical or on its behalf. How- chemical change in ever,this exdusion the product made does not apply to: intentionally by the a) The excep- vendor; tions contained 4) Repackaging, ex- in Paragraphs cept when un- (c) (i) 4) or 6) packed solely for of this en- the purpose of in- dorsement;or spection, demon- b) Such inspec- stration, testing, or tions, aclust- the substitution of ments, tests or parts under in- servicing as structions from the the vendor has manufacturer, and agreed to then repackaged in make or nor- the original con- malty under- tainer; takes to make 5) Any failure to make in the usual such inspections, course of adjustments, tests business, in or servicing as the connection vendor has agreed with the distil- to make or normal- bution or sale ly undertakes to of the prod- make in the usual ucts. course of busi- (ii) This insurance does not ness, in connection with the distribution apply to any insured person or organization: or sale of the products; 1) From whom you 6) Demonstration, in- have acquired such products, or stallation, servicing any ingredient,part Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 12 of 17 or container, enter- (e) Mortgagee, Assignee Or ing into, accompa- Receiver Hying or containing such products; or Any person or organization with whom you have agreed 2) When liability in- per Paragraph 8.a.(1) of this cluded within the endorsement to provide in- "products- surance, but only with re- completed opera- spect to their liability as tions hazard" has mortgagee, assignee, or re- been exduded un- ceiver and arising out of the der this Coverage ownership, maintenance, or Part with respect to use of the premises by you. such products. However, this insurance does not apply to structural (d) State Or Governmental alterations, new construction Agency Or Subdivision Or and demolition operations Political Subdivision - performed by or for that per- Permits Or Authorizations son or organization. Relating To Premises Any state or governmental (3) The insurance afforded to addi- tional insureds described in Par- agency or subdivision or po- agraph 8.a.(1) of this endorse- litical subdivision with which ment: you have agreed per Para- graph 8.a.(1) of this en- (a) Only applies to the extent dorsement to provide insur- permitted by law; and ante, subject to the follow- ing additional provision: (b) Will not be broader than that which you are required by This insurance applies only the written contract, written with respect to the following agreement, written permit or hazards for which the state written authorization to pro- or governmental agency or vide for such additional in- subdivision or political sub- sured; and division has issued a permit or authorization in connec- (c) Does not apply to any per- tion with premises you own, son, organization, vendor, rent or control and to which state, governmental agency this insurance applies: or subdivision or political subdivision, specifically (i) The existence, mainte- named as an additional in- nance, repair, construc- sured under any other provi- tion,erection or removal sion of, or endorsement of advertising signs, added to, this Coverage awnings, canopies, cel- Part, provided such other lar entrances, coal provision or endorsement holes, driveways, man- covers the injury or damage holes, marquees, hoist for which this insurance ap- away openings, side- plies. walk vault, street ban- ners or decorations and b. With respect to the insurance afford- similar exposures; or ed to the additional insureds de- scribed in Paragraph 8.a.(1) of this (ii) The construction, erec- endorsement, the following is added tion or removal of eleva- to Section III-Limits Of Insurance: tors; or The most we will pay on behalf of the (iii) The ownership, mainte- additional insured is the amount of in- nance or use of any el- surance: evators covered by this insurance. (1) Required by the written contract, written agreement, written permit or written authorization described Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 13 of 17 in Paragraph 8.a.(1) of this en- tion I - Coverage A - Bodily Injury dorsement;or And Property Damage Liability: (2) Available under the applicable Paragraphs (3) and (4) of this exclu- Limits of Insurance shown in the sion do not apply to tools or equip- Dedarations; ment loaned to you,provided they are whichever is less. not being used to perform operations at the time of loss. This endorsement shall not increase b. With respect to the insurance provid- the applicable Limits of Insurance ed by this section of the endorse- shown in the Declarations. ment, the following additional provi- c. Section IV - Commercial General sions apply: Liability Conditions is amended to (1) The Limits of Insurance shown in include the following: the Declarations are replaced by Automatic Additional Insured Pro- the limits designated in Section vision B. Limits Of Insurance, 9. Property Damage To Borrowed This insurance applies only if the Equipment of this endorsement "bodily injury" or "property damage" with respect to coverage provid- occurs, or the "personal and advertis- ed by this endorsement. These ing injury'offense is committed: limits are indusive of and not in (1) During the policy period; and addition to the limits being re- placed. The Limits of Insurance (2) Subsequent to your execution of shown in Section B. Limits Of the written contract or written Insurance, 9. Property Damage agreement, or the issuance of a To Borrowed Equipment of this written permit or written authori- endorsement fix the most we will zation, described in Paragraph pay in any one "occurrence" re- 8.a.(1). gardless of the number of: d. Section IV - Commercial General (a) Insureds; Liability Conditions is amended as (b) Claims made or "suits" follows: brought;or Condition 5. Other Insurance is (c) Persons or organizations amended to include: making claims or bringing Primary And Noncontributory In- "suits". surance (2) Deductible Clause This insurance is primary to and will (a) Our obligation to pay dam- not seek contribution from any other ages on your behalf applies insurance available to an additional only to the amount of dam- insured per Paragraph 8.a.(1) of this ages for each "occurrence" endorsement provided that: which are in excess of the (1) The additional insured is a Deductible Amount stated in Named Insured under such other Section B. Limits Of Insur- insurance; and ance, 9. Property Damage To Borrowed Equipment of (2) You have agreed in writing in a this endorsement. The limits contract, agreement, permit or of insurance will not be re- authorization described in 8.a.(2) duced by the application of of this endorsement that this in- such deductible amount. surance would be primary and would not seek contribution from (b) Section IV - Commercial any other insurance available to General Liability Condi- the additional insured. tions, 2. Duties In The Event Of Occurrence, Of- 9. Property Damage To Borrowed Equip- fense, Claim Or Suit, ap- ment plies to each claim or "suit' a. The following is added to Exclusion irrespective of the amount. 2.j.Damage To Property under Sec- Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 14 of 17 (c) We may pay any part or all 12. Nonowned Aircraft of the deductible amount to effect settlement of any The following is added to Exclusion 2.g. claim or"suit'and, upon no- Aircraft, Auto Or Watercraft under Sec- tification of the action taken, tion I -Coverage A -Bodily Injury And you shall promptly reim- Property Damage Liability: burse us for such part of the This exclusion does not apply to an air- deductible amount as has craft you do not own, provided that: been paid by us. a. The pilot in command holds a current 10. Employees As Insureds - Specified effective certificate, issued by a duly Health Care Services And Good Samar- constituted authority of the United itan Services States of America or Canada, desig- Paragraph 2.a.(1)(d) under Section II - nating that person as a commercial or Who Is An Insured does not apply to: airline transport pilot; a. Your "employees" who provide pro- b. The aircraft is rented with a trained, fessional health care services on your paid crew; and behalf as a duly licensed nurse, c. The aircraft does not transport per- emergency medical technician or paramedic in the jurisdiction where an sons or cargo for a charge. "occurrence" or offense to which this 13. Bodily Injury Redefined insurance applies takes place; or Section V-Definitions, 4. "Bodily injury' b. Your"employees" or"vdunteer work- is replaced by the following: ers", other than an employed or vol- unteer doctor, providing first aid or 4. "Bodily injury' means bodily harm or good samaritan services during their injury, sickness, disease, disability, work hours for you will be deemed to humiliation, shock, fright, mental an be acting within the scope of their guish or mental injury, induding care, employment by you or performing du- ties related to the conduct of your from any of these at any time. business. 14. Expected Or Intended Injury Redefined 11. Broadened Notice Of Occurrence The last sentence of Exclusion 2.a. Ex- Paragraph a. of Condition 2. Duties In pected Or Intended Injury under Sec- The Event Of Occurrence, Offense, tion I -Coverage A- Bodily Injury And Claim Or Suit under Section IV - Com- Property Damage Liability is replaced by mercial General Liability Conditions is the following: replaced by the following: This exdusion does not apply to "bodily a. You must see to it that we are notified injury"or"property damage"resulting from as soon as practicable of an "occur- the use of reasonable force to protect per- rence"or an offense which may result sons or property. in a daim. To the extent possible, no- 15. Former Employees As Insureds tice should indude: The following is added to Paragraph 2. (1) How, when and where the "oc- under Section II-Who Is An Insured: currence"or offense took place; 2. Each of the following is also an in- (2) The names and addresses of sured: any injured persons and wit- nesses; and Any of your former "employees", di- rectors, managers, members, part- (3) The nature and location of any ners or "executive officers", including irjury or damage arising out of but not limited to retired, disabled or the"occurrence"or offense. those on leave of absence, but only This requirement applies only when for acts within the scope of their em- the "occurrence" or offense is known ployment by you or for duties related to an"authorized representative". to the conduct of your business. Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 15 of 17 16. Voluntary Property Damage Coverage (2) Exclusions a. Coverage D - Voluntary Property This insurance does not apply to Damage Coverage "property damage" that would be excluded by Coverage A-Bodi- Section I-Coverages is amended to ly Injury And Property Damage include the following: Liability, 2. Exclusions, except (1) Insuring Agreement for j. Damage To Property, par- agraphs (3), (4), (5) and (6), k. (a) We will pay the cost to re- Damage To Your Product, and pair or replace "property I. Damage To Your Work. damage" to property of oth- ers arising out of operations (3) Definitions incidental to your business For purposes of Voluntary when: Property Damage Coverage 1) Damage is caused by only,the following definitions un- you; or der Section V - Definitions are replaced by the following: 2) Damage occurs while in your possession. 16. "Occurrence" means an in- cident, including continuous At your written request, we or repeated exposure to will make this payment re- substantially the same gen- gardless of whether you are eral harmful conditions that at fault for the "property result in "property damage". damage". 20. "Property damage" means If you, at our request, re- physical injury to tangible place, or make any repairs property."Electronic data" is to, damaged property of not tangible property, and others, the amount we will "property damage" does not pay under Voluntary Prop- include disappearance, ab- erty Damage Coverage will straction or theft. be determined by your actu- al cost to replace or repair b. Care, Custody Or Control Liability the damaged property, ex- Coverage cluding any profit or over- For purposes of the coverage provid- head. ed by Care, Custody Or Control Li- Any payment we make un- Coverage in this endorsement der Voluntary Property only: Damage Coverage shall not (1) Section I -Coverage A-Bodily be interpreted as an admis- Injury And Property Damage sion of liability by you or by Liability, 2. Exclusions, j. us. Damage To Property, Subpara- It shall be your duty, not our graphs(3),(4) and (5)do not ap- duty, to defend any claim or ply to "property damage" to the "suit'to which this insurance property of others described applies. therein. No other obligation or liabil- (2) It shall be your duty,not our duty, ity to pay sums or perform to defend any claim or "suit" to acts or services is covered. which this insurance applies. (b} This insurance applies to No other obligation or liability to "property damage"only if pay sums or perform acts or ser- vices is covered. 1) The "property damage" takes place in the "cov- This Paragraph (2) supersedes erage territory'; and any provision in the Coverage Part to the contrary. 2) The "property damage" occurs during the policy (3) "Property damage" for which period. Care, Custody Or Control Lia- bility Coverage provides cover- Includes copyrighted material of Insurance GA 233 0917 Services Office, Inc.,with its permission. Page 16 of 17 age shall be deemed to be (3) The Voluntary Property Dam- caused by an "occurrence" but age Coverage, Aggregate Limit shall not serve to limit or restrict Of Insurance is the most we will the applicability of any exclusion pay for the sum of all damages for"property damage" under this under Voluntary Property Coverage Part. Damage Coverage. This limit applies separately to each "cov- c. Limits Of Insurance And Deducti- erage term". bles For purposes of the coverage provid- ed (4) Deductible Clause by Voluntary Property Damage (a) Our obligation to pay dam- Coverage and Care, Custody Or ages on your behalf applies Control Liability Coverage, Section only to the amount of dam- III -Limits Of Insurance is amended ages for each "occurrence" to include the following: which are in excess of the Deductible Amount stated (1) The Limits of Insurance shown in for the applicable coverage the Declarations are replaced by in the Schedule. The limits the limits designated in Section of insurance will not be re- B. Limits Of Insurance, 16. duced by the application of Voluntary Property Damage such Deductible Amount. Coverage And Care, Custody Or Control Liability Coverage, (b) Section IV - Commercial in this endorsement. These limits General Liability Condi- are inclusive of, and not in addi- tions, 2. Duties In The tion to, the limits being replaced. Event Of Occurrence, Of- The Limits of Insurance shown in fense, Claim Or Suit, ap- the Schedule fix the most we will plies to each claim or "suit' pay regardless of the number of: irrespective of the amount. (a) Insureds; (c) We may pay any part or all Claims made or "suits" of the Deductible Amount to (b) effect settlement of any brought;or claim or"suit" and, upon no- (c) Persons or organizations tification of the action taken, making daims or bringing you shall promptly reim- "suits". burse us for such part of the Deductible Amount as has (2) (a) Subject to (3) below, the been paid by us. Voluntary Property Each Occur- 17. Broadened Contractual Liability -Work Dam- age Coverage, Each Oceuis Within 50'Of Railroad Property rence Limit Of Insurance is the most we will pay for the Section V-Definitions, 12."Insured con- sum of damages under Vol- tract"is amended as follows: untary Property Damage Coverage; a. Paragraph c. is replaced by the fol- lowing: (b) The Care, Custody Or Con- trol Liability Coverage, c. Any easement or license agree- Each Occurrence Limit Of ment; Insurance is the most we will pay for the sum of damages b. Paragraph f.(1)is deleted in its entire- under Care, Custody Or ty. Control Liability Coverage; 18. Alienated Premises because of all"property damage" Exclusion 2 j. Damage to Property, arising out of any one "occur- Paragraph (2) under Section I - Cover- rence". age A - Bodily Injury And Property Damage Liability does not apply if the premises are"your work". Includes copyrighted material of Insurance GA 233 09 17 Services Office, Inc.,with its permission. Page 17 of 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CinciPlus° BUSINESS AUTO XC+® (EXPANDED COVERAGE PLUS) ENDORSEMENT - FLORIDA This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. A. Blanket Waiver of Subrogation This provision does not apply unless the valid SECTION IV - BUSINESS AUTO CONDI- written contract has been: TIONS, A. Loss Conditions, 5. Transfer of 1. Executed prior to the accident causing Rights of Recovery Against Others to Us is "bodily injury"or"property damage"; and amended by the addition of the following: 2. Is still in force at the time of the"accident" We waive any right of recovery we may have causing "bodily injury" or "property dam- against any person or organization because of age". payments we make for "bodily injury" or "property damage" arising out of the operation D. Employee Hired Auto of a covered "auto" when you have assumed 1. Changes in Liability Coverage liability for such "bodily injury" or "property damage" under an "insured contract", provid- The following is added to the SECTION II ed the"bodily injury"or"property damage"oc- - LIABILITY COVERAGE, A. Coverage, curs subsequent to the execution or the "in- 1.Who is an Insured: sured contract". An "employee" of yours is an "insured" B. Noncontributory Insurance while operating an "auto" hired or rented SECTION IV - BUSINESS AUTO CONDI- under a contract or agreement in that TIONS, "employee's" name,with your permission, B. General Conditions, 5. Other In- while performing duties related to the surance c. is deleted in its entirety and re- conduct of your business. placed by the following: c. Regardless of the provisions of Par- 2. Changes in General Conditions agraph a. above, this Coverage SECTION IV - BUSINESS AUTO CON- Form's Liability Coverage is primary DITIONS, B. General Conditions, 5. and we will not seek contribution Other Insurance is deleted in its entirety from any other insurance for any lia- and replaced by the following: bility assumed under an "insured contract" that requires liability to be b. For Hired Auto Physical Damage assumed on a primary noncontributo Coverage the following are deemed ry basis. to be covered "autos"you own: C. Additional Insured by Contract (1) Any covered "auto" you lease, hire, rent or borrow;and SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who is an Insured is amended (2) Any covered "auto" hired or to include as an insured any person or organi- rented by your"employee" under zation for whom you have agreed in a valid a contract in that individual "em written contract to provide insurance as of ployee's" name, with your per forded by this policy. mission, while performing duties related to the conduct of your This provision is limited to the scope of the business. valid written contract. Includes copyrighted material of ISO AA 288 FL 06 20 Properties, Inc., with its permission. Page 1 of 4 However, any "auto" that is leased, a. Is effective on the date of acquisition hired, rented or borrowed with a driver or formation, and is afforded for 180 is not a covered "auto". days after such date; E. Audio, Visual and Data Electronic Equip- b. Does not apply to "bodily injury" or ment "property damage" resulting from an "accident" that occurred before you SECTION III - PHYSICAL DAMAGE COV- acquired or formed the organization; ERAGE, C. Limit of Insurance is amended by adding the following: c. Does not apply to any newly acquired or formed organization that is a joint 4. The most we will pay for all "loss" to au- venture or partnership;and dio, visual or data electronic equipment and any accessories used with this d. Does not apply to an insured under equipment as a result of any one "acci- any other automobile liability policy or dent" is the lesser of: would be an insured under such a policy but for the termination of such a. The actual cash value of the dam- policy or the exhaustion of such poll- aged or stolen property as of the time cy's limits of insurance. of the"accident"; b. The cost of repairing or replacing the 3. Any of your "employees" while using a damaged or stolen property with oth- covered "auto" in your business or your personal affairs, provided you do not own, er property of like kind and quality; or hire or borrow that"auto". c. $2,500. G. Liability Coverage Extensions - Supple- Provided the equipment, at the time of the mentary Payments-Higher Limits "loss" is: SECTION II - LIABILITY COVERAGE, A. a. Permanently installed in or upon the Coverage, 2. Coverage Extensions, a. Sup- covered "auto" in a housing, opening plementary Payments is amended by: or other location that is not normally 1. Replacing the $2,000 Limit of Insurance used by the "auto" manufacturer for for bail bonds with $4,000 in(2); and the installation of such equipment; b. Removable from a 2. Replacing the $250 Limit of Insurance for permanently in- reasonable expenses with$500 in(4). stalled housing unit as described in Paragraph 2.a.above; or H. Hired Auto-Physical Damage c. An integral part of such equipment. If hired "autos"are covered "autos"for Liability Coverage, then Comprehensive and Collision F. Who is an Insured -Amended Physical Damage Coverages as provided un- SECTION II - LIABILITY COVERAGE, A. der SECTION III - PHYSICAL DAMAGE Coverage, 1.Who is an Insured is amended COVERAGE of this Coverage Part are ex- by adding the following: tended to "autos" you hire, subject to the fol- lowing: The following are"insureds": 1. The most we will pay for "loss" to any 1. Any subsidiary which is a legally incorpo- hired "auto" is$50,000 or the actual cash rated entity of which you own a financial value or cost to repair or replace, which- interest of more than 50% of the voting ever is the least, minus a deductible. stock on the effective date of this cover- age form. 2. The deductible will be equal to the largest deductible applicable to any owned "auto" However, the insurance afforded by this for that coverage, or$1,000,whichever is provision does not apply to any subsidiary less. that is an "insured" under any other au- tomobile liability policy or would be an "in- is Hired Auto - Physical Damage coverage sured" under such policy but for terming- is excess over any other collectible insur- tion of such policy or the exhaustion of ance. such policy's limits of insurance. 4. Subject to the above limit,deductible, and 2. Any organization that is newly acquired or excess provisions we will provide cover formed by you and over which you main- age equal to the broadest coverage appli tain majority ownership. The insurance cable to any covered "auto" you own in- provided by this provision: sured under this policy. Includes copyrighted material of ISO AA 288 FL 06 20 Properties, Inc.,with its permission. Page 2 of 4 Coverage includes loss of use of that hired au- K. Airbag Coverage to, provided it results from an "accident" for which you are legally liable and as a result of SECTION III - PHYSICAL DAMAGE COV- which a monetary loss is sustained by the ERAGE, B. Exclusions, 3.a. is amended by leasing or rental concern. The most we will adding the following: pay for any one "accident"is$3,000. However, the mechanical and electrical If a limit for Hired Auto - Physical Damage is breakdown portion of this exclusion does not shown in the Schedule, then that limit replac- apply to the accidental discharge of an airbag. es, and is not added to, the $50,000 limit indi- This coverage for airbags is excess over any cated above and the deductibles shown in the other collectible insurance or warranty. Schedule are applicable. L. Loan or Lease Gap Coverage I. Rental Reimbursement 1. SECTION III - PHYSICAL DAMAGE SECTION III - PHYSICAL DAMAGE COV• COVERAGE, C. Limit of Insurance is ERAGE is amended by adding the following: - deleted in its entirety and replaced by the following, but only for private passenger 1. We will pay for rental reimbursement ex- type"autos"with an original loan or lease, penses incurred by you for the rental of and only in the event of a "total loss" to an "auto"because of a "loss"to a covered such a private passenger type"auto": "auto". Payment applies in addition to the otherwise applicable amount of each coy- a. The most we will pay for"loss" in any erage you have on a covered "auto". No one"accident"is the greater of: deductible applies to this coverage. (1) The amount due under the terms 2. We will pay only for those expenses in- of the lease or loan to which curred during the policy period beginning your covered private passenger 24 hours after the "loss" and ending, re- type "auto"is subject, but will not gardless of the policy's expiration, with include: the lesser of the following number of (a) Overdue lease or loan pay- days: ments; a. The number of days reasonably re- (b) Financial penalties imposed quired to repair the covered "auto". If under the lease due to high "loss" is caused by theft, this number mileage, excessive use or of days is added to the number of abnormal wear and tear; days it takes to locate the covered "auto"and return it to you; or (c) Security deposits not re- b. 30 days. funded by the lessor; 3. Our payment is limited to the lesser of the (d) Costs for extended warran- following amounts: ties, Credit Life Insurance, Health, Accident or Disabil- a. Necessary and actual expenses in- with Insurance purchased curred; or with the loan or lease; and b. $50 per day. (e) Carry-over balances from previous loans or leases, or 4. This coverage does not apply while there are spare or reserve "autos" available to (2) Actual cash value of the stolen you for your operations. or damaged property. 5. We will pay under this coverage only that b. An adjustment for depreciation and amount of your rental reimbursement ex- physical condition will be made in de- penses which is not already provided for termining actual cash value at the under SECTION III - PHYSICAL DAM- time of"loss". AGE COVERAGE, A Coverage, 4. 2. SECTION V - DEFINITIONS is amended Coverage Extensions. by adding the following, but only for the J. Transportation Expense-Higher Limits purposes of this Loan or Lease Gap Coverage: SECTION III - PHYSICAL DAMAGE COV- ERAGE, A. Coverage, 4. Coverage Exten• Total loss" means a "loss" in which the sions is amended by replacing $20 per day cost of repairs plus the salvage value ex with $50 per day, and $600 maximum with seeds the actual cash value. $1,500 maximum in Extension a. Transpor- tation Expenses. Includes copyrighted material of ISO AA 288 FL 06 20 Properties, Inc., with its permission. Page 3 of 4 M. Duties in the Event of an Accident, Claim, age under this Coverage Form because of Suit or Loss -Amended such failure. SECTION IV - BUSINESS AUTO CONDI- O. Mental Anguish Resulting from Bodily Inju- TIONS,A. Loss Conditions, 2. Duties in the ry Event of Accident,Claim,Suit or Loss,a.is amended by adding the following: SECTION V -DEFINITIONS, C. "Bodily inju- ry" is deleted in its entirety and replaced by This condition applies only when the "acci- the following: dent"or"loss"is known to: "Bodily injury" means bodily injury,sickness or 1. You,if you are an individual; disease sustained by a person,including men- tal2. A partner, if you are a partnership; anguish and death sustained by the same person that results from such bodily injury, 3. An executive officer or insurance manag- sickness or disease. "Bodily injury" does not er, if you are a corporation; or include mental anguish or death that does not result from bodily injury, sickness or disease. 4. A member or manager, if you are a lim- itedP. Coverage for Certain Operations in liability company. Con- nection with Railroads N. Unintentional Failure to Disclose Hazards With respect to the use of a covered "auto" in SECTION IV - BUSINESS AUTO CONDI- operations for or affecting a railroad: TtONS, B. General Conditions, 2. Conceal- ment, Misrepresentation or Fraud is 1. SECTION V - DEFINITIONS, H. "Insured amended by adding the following: contract", 1.c. is deleted in its entirety and replaced by the following: However, if you unintentionally fail to disclose any hazards existing on the effective date of C. An easement or license agreement; this Coverage Form, we will not deny cover- 2. SECTION V - DEFINITIONS, H. "Insured contract",2.a.is deleted. Includes copyrighted material of ISO AA 288 FL 06 20 Properties, Inc., with its permission. Page 4 of 4